Exhibit 10.17

                 FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA
                              AMENDED AND RESTATED
                     EXECUTIVE INDEXED RETIREMENT AGREEMENT

     This  Amended  and Restated Agreement (the "Agreement") is adopted this 7th
day  of  March  2006,  by  and  between  FARMERS  &  MERCHANTS  BANK  OF CENTRAL
CALIFORNIA,  a  state-chartered  commercial bank located in Lodi, California, or
its successors (the "Company") and ____________________ (the "Executive").

                                  INTRODUCTION

     As  part  of  a program to attract, retain and reward a select group of the
Company's  executive  officers  by  providing  a  potentially  higher  level  of
retirement  income, the Company provided the Executive with an Executive Indexed
Retirement  Agreement  dated as of ________________ (the Prior Agreement").  The
purpose  of  this  Agreement  is to amend and restate the Prior Agreement in its
entirety  as  of  the  date  hereof.

                                    AGREEMENT

     The Executive and the Company agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     Whenever used in this Agreement, the following words and phrases shall have
the  meanings  specified:

     1.1     "Adjustment Rate" means the figure equal to one minus the Company's
highest marginal tax rate for the current calendar year.

     1.2     "Change  of  Control"  means  a  change,  after January 1, 2005, of
control of the Holding Company. Such a Change of Control  will be deemed to have
occurred  immediately  before  any  of the following occur: (i) individuals, who
were  members of the Board of Directors of the Holding Company immediately prior
to a meeting of the shareholders of the Holding Company which meeting involved a
contest for the election of directors, do not constitute a majority of the Board
of  Directors of the Holding Company following such election or meeting, (ii) an
acquisition,  directly or indirectly, of more than 35% of the outstanding shares
of  any class of voting securities of the Holding Company by any Person, (iii) a
merger (in which the Holding Company is not the surviving entity), consolidation
or  sale  of all, or substantially all, of the assets of the Holding Company, or
(iv)  there  is  a  change,  during any period of one year, of a majority of the
Board  of Directors of the Holding Company as constituted as of the beginning of
such  period,  unless the election of each director who is not a director at the
beginning  of  such  period was approved by a vote of at least a majority of the
directors  then  in  office  who  were  directors  at  the


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beginning of such period.  If the events or circumstances described in (i)-(iv),
above,  shall  occur  to  or  be  applicable to the Company, then such Change of
Control  shall be deemed for all purposes of this agreement to also be a "Change
of  Control"  of  the Holding Company.  For purposes of this agreement, the term
"Person" shall mean and include any individual, corporation, partnership, group,
association  or  other  "person",  as  such term is used in Section 14(d) of the
Securities  Exchange  Act  of 1934, other than the Holding Company, the Company,
any other wholly owned subsidiary of the Company or any employee benefit plan(s)
sponsored by the Company or other subsidiary of the Holding Company.

     1.3     "Disability"  means  when  an  Executive (i) is unable to engage in
any  substantial gainful activity by reason of any medical determinable physical
or mental impairment which can be expected to result in death or can be expected
to last for a continuous period of not less than 12 months, or (ii) is by reason
of  any medical determinable physical or mental impairment which can be expected
to  result  in  death  or can be expected to last for a continuous period of not
less  than  12 months, receiving income replacement benefits for a period of not
less  than  three months under an accident and health plan covering employees of
Company.  Disability  shall  be determined by a physician acceptable to both the
Company  and  the  Executive.

     1.4     "Normal  Retirement  Age"  means the Executive's sixty-fifth (65th)
birthday.

     1.5     "Retirement  Date"  means  the  day  on or after Executive's Normal
Retirement Age when Executive's Employment is Terminated.

     1.6     "Plan  Year"  means  each  calendar  year  from  January  1 through
December  31.  In the year of implementation, it shall commence with the date of
this Agreement and end on December 31, 2003.

     1.7     "Retirement  Account"  means the account maintained on the books of
the Company as described in Section 2.2.

     1.8     "Simulated  Investments"  mean investments specified by the Company
for  use in measuring the Retirement Benefit.  Subject to Article 2, the Company
can  change  the  Simulated  Investments  only  with  the  Executive's  written
agreement. The Simulated Investments shall be of equal initial amounts.

     1.9     "Simulated  Investment Earnings" means the after-tax rate of return
on  a  Simulated  Investment.  If  the  Simulated Investment is a life insurance
policy,  the  Simulated Investment Earnings shall track cash surrender value and
not include receipt of the policy's death benefit.

     1.10     "Termination  of  Employment"  or "Employment is Terminated" means
the  Executive ceases to be employed by the Company for any reason, voluntary or
involuntary,  other  than  (A)  death  or (B) a leave of absence approved by the
Company.


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     1.11     "Termination  for  Cause"  means  the  Company  terminating  the
Executive's  employment  for  conviction  of  a  felony  resulting in a material
economic  adverse  effect  on  the  Company.

     1.12     "Year  of  Employment"  means  any  calendar  year  in  which  the
Executive completes at least 1,400 hours of employment with the Company.

     1.13     "Pool  Policies" means those Company-owned life insurance policies
listed  in  Appendix  C.

     1.14     "Earnings on Pool Policies" means 100% of the amount determined by
subtracting the value (the calculation of which is to be performed in accordance
with  Sections  2.1.1  and  2.1.2)  of Simulated Invested Number Two on the Pool
Polices  from  Simulated Investment Number One on the Pool Policies and dividing
the  difference  by  the  Adjustment  Rate.

     1.15     "Executive's  Pro-Rata  Share  of Earnings on Pool Policies" means
the  amount  calculated  by  (1)  dividing  Executive's  current year Forecasted
Retirement Contribution amount listed in Appendix D by the sum of all Forecasted
Retirement  Contributions  for  such  year  for  all Company executives who have
Executive  Indexed  Retirement  Agreements,  and  (2) multiplying such resulting
percentage by the Earnings on Pool Polices for the current year.

     1.16     "Forecasted  Retirement  Contribution" means the amounts listed in
Appendix  D.

     1.17     "Holding  Company"  means  Farmers  &  Merchants  Bancorp.

                                    ARTICLE 2
                               RETIREMENT ACCOUNT

     2.1      Simulated  Investments.  The Company shall establish two Simulated
Investments  in  the  amount  of  $______________  (reflecting  the initial cash
surrender  values  of the life insurance policies described in Appendix A) as of
__________,  200_,  as  follows:

          2.1.1     Simulated  Investment  Number  One  shall  track  the  cash
          surrender  value  of specified life insurance policies as described in
          Appendix  A.

          2.1.2     Simulated  Investment  Number Two shall track the value of a
          simulated  investment  account  comprised  of  both  principal  and
          accumulated net after-tax interest earnings. Pre-tax interest earnings
          equal  the current 5-year Treasury Bill rate, which shall initially be
          set  at  4.30%,  which  shall continue through December 31, 2003. Each
          January  1  thereafter  the  rate  shall be reset based on the average
          5-year Treasury Bill rate for the previous month of December according
          to  Bloomberg  or  such other nationally recognized reporting service.
          Simulated  Investment Number Two assumes the income tax rate to be the
          Company's  highest  marginal  tax  rate  for the current calendar year
          (which  is  42.046%, using a Federal rate of 35% and a State franchise
          tax  rate  of 10.84%), and assumes that interest (net of tax) shall be
          compounded  on  an  annual  basis  at  the  end  of  each  Plan  Year.


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     2.2     Retirement  Account.  The  Company  shall  establish  a  Retirement
Account  on  its  books  for  the  Executive.  The  amount  to  be  added to the
Retirement  Account  each  year  after  the  date  hereof  until  Termination of
Employment, but not beyond Normal Retirement Age, will be the greater of (A) one
percent  (1%)  of  Simulated  Investment  Number  One as of December 31st of the
preceding  year  or  (B)  the  lesser  of:


          (i)  the  sum of: (1) one hundred percent (100%) of the sum determined
               by  subtracting  the  current  year's  increase  in  the value of
               Simulated  Investment Number Two from the current year's increase
               in  the value of Simulated Investment Number One and dividing the
               difference  by  the  Adjustment  Rate,  plus  (2) the Executive's
               Pro-Rata Share of Earnings on Pool Policies for the current year;
               or

          (ii) the  Forecasted  Retirement  Contribution for the current year as
               stated  in  Appendix  D.

     2.3     Interest on Retirement Account Balances. After the establishment of
the  rabbi  trust  contemplated by Section 12.9(d), interest will be credited on
any  undistributed  balances  on  the  last day of each calendar month at a rate
equivalent  to  the  pre-tax investment earnings rate for such month achieved in
the  rabbi  trust.

     2.4     Statement  of Accounts. The Company shall provide to the Executive,
within  sixty  (60) days after each calendar year end, a statement setting forth
the  Executive's  Retirement  Account  balance.

     2.5     Accounting  Device  Only.  The  Retirement  Account  and  Simulated
Investments  are  solely  devices  for  measuring  amounts to be paid under this
Agreement.  Neither  they  nor the rabbi trust (contemplated by Section 12.9(d))
are  a trust fund of any kind.  The Executive is a general unsecured creditor of
the  Company  for  the  payment  of  benefits.

                                    ARTICLE 3
                                NORMAL RETIREMENT

     Upon  the Executive attaining his or her Retirement Date, the Company shall
pay,  or cause to be paid, the Executive's Retirement Account balance as elected
on  Appendix  B.

                                    ARTICLE 4
                        EARLY TERMINATION OF EMPLOYMENT

     4.1     Less  than  Five Years of Employment.  Except in the event of (A) a
Change of Control or (B) Disability, if the Executive's Employment is Terminated
prior  to  Normal  Retirement  Age  and  without  completing  five  (5) Years of
Employment  (measured  from  the  date  of  Executive's


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employment  by  the  Company),  the  Company  shall  not  pay any benefit to the
Executive  under  this  Agreement.

     4.2     Five or More Years of Employment.  Upon the Executive's Termination
of  Employment (other than Termination for Cause) prior to Normal Retirement Age
and  after  completing  five  (5) Years of Employment (measured from the date of
Executive's  employment  by  the Company), the Company shall pay, or cause to be
paid,  the  Executive's  Retirement  Account  balance  as elected on Appendix B.

     4.3     Termination  for  Cause.   If  the  Executive's  Employment  is
Terminated  for  Cause,  the  Company shall not pay any benefit to the Executive
under  this  Agreement.

                                    ARTICLE 5
                               DISABILITY BENEFIT

     Upon  the Executive's Termination of Employment following a Disability, the
Company  shall  pay,  or  cause  to  be paid, the Executive's Retirement Account
balance  as  elected  on  Appendix  B.

                                    ARTICLE 6
                                CHANGE OF CONTROL

     6.1     Change  of  Control  Benefit. Upon a Change of Control prior to the
Executive's  Termination  of  Employment,  the  Executive  shall  be entitled to
receive  a  benefit  in  the  amount  of:

          (a)  the  balance in his/her Retirement Account, including all accrued
               interest  pursuant  to  Section  2.3,  plus

          (b)  the  sum  of  the  present  value  of  each of the post Change of
               Control  remaining  annual  Forecasted  Retirement  Contributions
               provided  for  in  Appendix  D.

For  purposes  of calculating the amount under Section 6.1(b), the present value
factor shall be the Treasury Bill rate (as of the date that is five business day
prior  to the anticipated date of the Change of Control) for the number of years
(rounded  down  to  the  nearest  whole  number)  remaining  on  Appendix  D for
Executive.  Immediately prior to a Change of Control, the Company shall transfer
to  the  rabbi  trust  established  under Section 12.9(d) any additional amounts
required  so  that  the  Executive's  Retirement Account balance is equal to the
amount  calculated  under this Section. The Company shall pay the benefit to the
Executive  as  elected  on  Appendix  B.

     6.2     Gross-Up  Payment.  In  connection  with  a  Change of Control, the
Executive  shall  be  entitled  to  a  "Gross-Up  Payment"  under  the terms and
conditions  set  forth  herein,  and  such  payment shall include the Excise Tax
reimbursement  due  pursuant  to  subsection  (a)  and any federal and state tax
reimbursements  due  pursuant  to  subsection  (b).


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          (a)  In  the  event  that  any  payment or benefit (as those terms are
               defined  within  the  meaning  of  Internal  Revenue Code Section
               280G(b)(2))  paid,  payable,  distributed  or  distributable to a
               Executive (hereinafter referred to as "Payments") pursuant to the
               terms  of  this  Agreement  or  otherwise  in  connection with or
               arising  out  a  Change of Control would be subject to the Excise
               Tax  imposed  by Section 4999 of the Internal Revenue Code or any
               interest  or penalties are incurred by the Executive with respect
               to  such  Excise  Tax,  then  the  Executive  will be entitled to
               receive  an  additional payment ("Gross-Up Payment") in an amount
               equal  to the total Excise Tax, interest and penalties imposed on
               the  Executive as a result of the Payment and the Excise Taxes on
               any  federal  and  state  tax  reimbursements  as  set  forth  in
               subsection  (b).

          (b)  If  the  Company  is  obligated  to pay the Executive pursuant to
               subsection a), the Company also shall pay the Executive an amount
               equal  to the "total presumed federal and state taxes" that could
               be  imposed  on  the  Executive  with  respect  to the Excise Tax
               reimbursements due to the Executive pursuant to subsection a) and
               the  federal  and  state  tax reimbursements due to the Executive
               pursuant  to  this  subsection.  For  purposes  of  the preceding
               sentence, the "total presumed federal and state taxes" that could
               be  imposed  on  the  Executive  shall be conclusively calculated
               using a combined tax rate equal to the sum of the (A) the highest
               individual  income  tax  rate in effect under (i) Federal tax law
               and (ii) the tax laws of the state in which the Executive resides
               on  the  date  that  the payment is computed and (B) the hospital
               insurance  portion  of  FICA.

          (c)  No  adjustments  will  be  made  in  this  combined  rate for the
               deduction  of  state  taxes  on  the  federal return, the loss of
               itemized  deductions  or exemptions, or for any other purpose for
               paying  the  actual  taxes.

          (d)  It  is further intended that in the event that any payments would
               be  subject  to  other "penalty" taxes (in addition to the Excise
               Tax  in  subsection  (a))  imposed  by  Congress  or the Internal
               Revenue  Service  that  these taxes would also be included in the
               calculation  of  the  Gross-Up Payment, including any federal and
               state  tax  reimbursements  pursuant  to  subsection  (b).

          (e)  An  initial  determination  as  to  whether a Gross-Up Payment is
               required  pursuant  to  this  Agreement  and  the  amount of such
               Gross-Up  Payment  shall  be  made at the Company's expense by an
               accounting  firm  appointed by the Company prior to any Change of
               Control.  The  accounting  firm  shall provide its determination,
               together  with detailed supporting calculations and documentation
               to  the  Company  and  the  Executive  prior to submission of the
               proposed change of control to the Holding Company's shareholders,
               Board of Directors or appropriate regulators for approval. If the
               accounting  firm  determines that no Excise Tax is payable by the
               Executive with respect to a Payment or Payments, it shall furnish
               the  Executive  with  an  opinion  reasonably  acceptable  to the
               Executive  that no Excise Tax will be imposed with respect to any
               such Payment or Payments. Within ten (10) days of the delivery of
               the  determination to the Executive, the Executive shall have the


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               right  to dispute the determination. The existence of the dispute
               shall  not in any way affect the Executive's right to receive the
               Gross-Up  Payment  in accordance with the determination. Upon the
               final resolution of a dispute, the Company or its successor shall
               promptly  pay  to the Executive any additional amount required by
               such  resolution. If there is no dispute, the determination shall
               be  binding,  final  and  conclusive  upon  the  Company  and the
               Executive,  except  to  the  extent  that  any  taxing  authority
               subsequently  makes  a  determination  that  the  Excise  Tax  or
               additional  Excise  Tax  is due and owing on the payments made to
               the Executive. If any taxing authority determines that the Excise
               Tax  or  additional  Excise  Tax  is  due  and  owing, the entity
               acquiring control of the Company shall pay the Excise Tax and any
               penalties  assessed  by  such  taxing  authority.

          (f)  Notwithstanding  anything  contained  in  this  Section  to  the
               contrary,  in  the  event that according to the determination, an
               Excise  Tax  will  be  imposed  on  any  Payment or Payments, the
               Company  or  its successor shall pay to the applicable government
               taxing  authorities  as Excise Tax withholding, the amount of the
               Excise  Tax  that  the  Company  has  actually  withheld from the
               Payment  or  Payments.

Payment  of  these  amounts will be made subject to the terms of the Executive's
Employment  Agreement, or in the absence of such an agreement, immediately prior
to the purchaser assuming control of the Company or Holding Company.

                                    ARTICLE 7
                                 DEATH BENEFITS

     7.1     General  Rule.  The  Company  shall  not pay any benefit under this
Agreement upon Executive's death except to the extent set forth in this Article.

     7.2     Lump Sum Election.  If Executive dies after (A) completing five (5)
Years  of  Employment  (measured  from the date of Executive's employment by the
Company) and (B) making an election on Appendix B for Executive's beneficiary to
receive  upon  Executive's  death  a  lump  sum  payment equal to the balance of
Executive's  Retirement  Account,  the Company shall pay to such beneficiary the
amount  of  Executive's  Retirement  Account  balance  as  of  the  month ending
immediately  following  Executive's  death.

     7.3     Installment  Election. If Executive dies after beginning to receive
installment  payments  of the balance of Executive's Retirement Account pursuant
to an election on Appendix B, such installment payments shall cease effective as
of  the  month  ending immediately following Executive's death and Company shall
have no further obligation to Executive or his/her heirs or designees under this
Agreement.

     7.4     Split  Dollar.  Notwithstanding  anything  to  the contrary in this
Article,  a  death  benefit may be provided according to the terms of a separate
Split Dollar Agreement entered into by the Company and the Executive.


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                                    ARTICLE 8
                                  BENEFICIARIES

     8.1     Beneficiary  Designations.  The  Executive  shall  designate  a
beneficiary by filing a written designation with the Company.  The Executive may
revoke  or  modify  the  designation  at  any  time by filing a new designation.
However,  designations  will  only  be  effective if signed by the Executive and
received  by  the  Company  during  the  Executive's  lifetime.  The Executive's
beneficiary designation shall be deemed automatically revoked if the beneficiary
predeceases  the Executive or if the Executive names a spouse as beneficiary and
the  marriage  is subsequently dissolved.  If the Executive dies without a valid
beneficiary  designation,  all payments shall be made to the Executive's estate.

     8.2     Facility  of  Payment.  If  a  benefit  is payable to a minor, to a
person  declared  incompetent,  or  to  a  person  incapable  of  handling  the
disposition  of  his  or  her  property, the Company may pay such benefit to the
guardian,  legal  representative  or  person  having the care or custody of such
minor, incompetent person or incapable person.  The Company may require proof of
incompetence,  minority  or  guardianship  as  it  may deem appropriate prior to
distribution  of  the benefit.  Such distribution shall completely discharge the
Company  from  all  liability  with  respect  to  such  benefit.

                                    ARTICLE 9
                               GENERAL LIMITATIONS

     9.1     Suicide  or  Misstatement.  The  Company  shall not pay any benefit
under  this  Agreement if the Executive commits suicide within three years after
the  date of this Agreement.  In addition, the Company shall not pay any benefit
under this Agreement if the Executive has made any material misstatement of fact
provided  to the Company, or on any application for any benefits provided by the
Company  to  the  Executive,  which  causes  the  Company  financial  harm.

                                   ARTICLE 10
                          CLAIMS AND REVIEW PROCEDURES

     10.1.1     Initiation  -  Written Claim.  The claimant initiates a claim by
submitting to the Company a written claim for the benefits.

          10.1.1     Initiation - Written Claim.  The claimant initiates a claim
     by submitting to the Company a written claim for the benefits.

          10.1.2     Timing  of  Company Response.  The Company shall respond to
     such  claimant  within  90  days  after receiving the claim. If the Company
     determines  that  special  circumstances  require  additional  time  for
     processing  the  claim,  the  Company  can  extend  the


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     response  period  by  an  additional  90  days by notifying the claimant in
     writing,  prior  to the end of the initial 90-day period that an additional
     period  is  required.  The  notice  of extension must set forth the special
     circumstances  and  the  date  by  which  the Company expects to render its
     decision.

          10.1.3     Notice  of  Decision.  If the Company denies part or all of
     the claim, the Company shall notify the claimant in writing of such denial.
     The  Company  shall  write  the  notification  in a manner calculated to be
     understood  by  the  claimant.  The  notification  shall  set  forth:

               (a)     The  specific  reasons  for  the  denial,
               (b)     A  reference to the specific provisions of this Agreement
          on  which  the  denial  is  based,
               (c)     A  description  of any additional information or material
          necessary  for the claimant to perfect the claim and an explanation of
          why  it  is  needed,
               (d)     An  explanation of this Agreement's review procedures and
          the  time  limits  applicable  to  such  procedures,  and
               (e)     A  statement  of  the  claimant's  right to bring a civil
          action  under  ERISA  Section  502(a)  following  an  adverse  benefit
          determination  on  review.

     10.2     Review Procedure.  If the Company denies part or all of the claim,
the  claimant  shall  have  the  opportunity  for  a full and fair review by the
Company  of  the  denial,  as  follows:

          10.2.1     Initiation  - Written Request.  To initiate the review, the
     claimant,  within  60  days after receiving the Company's notice of denial,
     must  file  with  the  Company  a  written  request  for  review.

          10.2.2     Additional  Submissions - Information Access.  The claimant
     shall  then  have  the  opportunity  to submit written comments, documents,
     records and other information relating to the claim. The Company shall also
     provide  the  claimant,  upon request and free of charge, reasonable access
     to,  and  copies  of, all documents, records and other information relevant
     (as  defined  in  applicable ERISA regulations) to the claimant's claim for
     benefits.

          10.2.3     Considerations  on  Review.  In considering the review, the
     Company  shall take into account all materials and information the claimant
     submits  relating  to the claim, without regard to whether such information
     was  submitted  or  considered  in  the  initial  benefit  determination.

          10.2.4     Timing  of  Company Response.  The Company shall respond in
     writing  to  such  claimant  within 60 days after receiving the request for
     review.  If  the  Company  determines  that  special  circumstances require
     additional  time  for  processing  the  claim,  the  Company can extend the
     response  period  by  an  additional  60  days by notifying the claimant in
     writing,  prior  to the end of the initial 60-day period that an additional
     period  is  required.  The  notice  of extension must set forth the special
     circumstances  and  the  date  by  which  the Company expects to render its
     decision.


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          10.2.5     Notice  of Decision.  The Company shall notify the claimant
     in  writing  of  its  decision  on  review.  The  Company  shall  write the
     notification  in  a manner calculated to be understood by the claimant. The
     notification  shall  set  forth:

               (a)     The  specific  reasons  for  the  denial,
               (b)     A  reference to the specific provisions of this Agreement
          on  which  the  denial  is  based,
               (c)     A  statement  that  the  claimant is entitled to receive,
          upon  request and free of charge, reasonable access to, and copies of,
          all  documents,  records and other information relevant (as defined in
          applicable  ERISA  regulations)  to the claimant's claim for benefits,
          and
               (d)     A  statement  of  the  claimant's  right to bring a civil
          action  under  ERISA  Section  502(a).

                                   ARTICLE 11
                           AMENDMENTS AND TERMINATION

     This  Agreement  may  be  amended or terminated only by a written agreement
signed  by  the  Company  and  the  Executive.

     This  Agreement is intended to be consistent with the provisions of Section
409A  of  the Internal Revenue Code.  On the date of this Agreement the Internal
Revenue  Service  continues to issue guidance on such Section.  Company reserves
the  right to change this Agreement, including reducing any Executive's interest
in  this Agreement, in order to make such Agreement compliant with Section 409A.

                                   ARTICLE 12
                                  MISCELLANEOUS

     12.1     Binding  Effect.  This  Agreement shall bind the Executive and the
Company  and  their  beneficiaries,  survivors,  successors,  executors,
administrators  and  transferees.

     12.2     No  Guarantee  of Employment.  This Agreement is not an employment
policy  or  contract.  It  does  not  give  the Executive the right to remain an
employee  of  the  Company,  nor  does  it interfere with the Company's right to
discharge  the  Executive.  It  also does not require the Executive to remain an
employee nor interfere with the Executive's right to terminate employment at any
time.

     12.3     Applicable  Law.  The  Agreement and all rights hereunder shall be
governed  by  the laws of the State of California except to the extent preempted
by  the  laws  of  the  United  States  of  America.

     12.4     Reorganization.  The  Company  shall not merge or consolidate into
or  with another company, or reorganize, or sell substantially all of its assets
to  another  company,  firm  or  person


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unless  such  succeeding  or continuing company, firm or person agrees to assume
and  discharge  the  obligations  of the Company under this Agreement.  Upon the
occurrence  of such event, the term "Company" as used in this Agreement shall be
deemed  to  refer  to  the  successor  or  survivor  company.

     12.5     Non-Transferability.  Benefits  under  this  Agreement  cannot  be
sold,  transferred,  assigned,  pledged,  attached  or encumbered in any manner,
whether  by  the  Executive  or  Executive's  beneficiary  or  estate.

     12.6     Tax  Withholding.  The  Company  shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.

     12.7     Unfunded  Arrangement.  The  Executive  is  a  general  unsecured
creditor  of  the Company for the payment of benefits under this Agreement.  The
benefits  represent the mere Company promise to pay, or cause the rabbi trust to
pay,  such  benefits.  The Company will derive all funding for the benefits from
its  general  assets.  The  Executive's  rights are not subject in any manner to
anticipation, alienation, transfer, assignment, pledge, encumbrance, attachment,
or  garnishment  by  the  Executive's  creditors.  The  Retirement  Account, any
Simulated  Investment  and the rabbi trust (contemplated by Section 12.9(d)) are
not,  either  individually  or  collectively,  a  trust  fund  of any kind.  Any
insurance  on  the  Executive's  life or any other asset held in connection with
this  Agreement  is a general asset of the Company to which the Executive has no
preferred  or  secured  claim.

     12.8     Entire  Agreement.  This  Agreement,  along  with  its Appendices,
constitutes the entire agreement between the Company and the Executive as to the
subject  matter  hereof and supersedes all prior agreements and understanding of
the  parties  in connection therewith, including the Prior Agreement.  No rights
are  granted  to  the  Executive  by  virtue  of this Agreement other than those
specifically  set  forth  herein.

     12.9     Administration.  The Company shall have powers which are necessary
to  administer  this  Agreement,  including  but  not  limited  to:

          (a)     Establishing  and  revising  the  method of accounting for the
     Agreement;
          (b)     Maintaining  a  record  of  benefit  payments;  and
          (c)     Establishing  rules  and  prescribing  any  forms necessary or
     desirable  to  administer  the  Agreement.
          (d)     Establishing  a  rabbi  trust for the Agreement and depositing
     amounts  required  under  Section 2.2 into such trust. In the event a rabbi
     trust  is  established, Company shall (A) immediately transfer to the rabbi
     trust  an  amount  equal  to  Executive's  then  Retirement Account and (B)
     monthly  thereafter  transfer  the  applicable  increase  in the Retirement
     Account calculated pursuant to Section 2.2. The Company shall also transfer
     to  the  rabbi  trust  any  amounts  required  under Sections 6.1 or 6.2 in
     connection  with  any  Change  of Control at the times provided for in such
     Sections.

     12.10     Named  Fiduciary.  The  Company  shall be the named fiduciary and
plan


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<PAGE>
administrator  under this Agreement.  The named fiduciary may delegate to others
certain  aspects  of  the  management  and  operation  responsibilities  of  the
Agreement including the employment of advisors and the delegation of ministerial
duties  to  qualified  individuals.

     12.11     Intent.  To the extent that this Agreement may be construed to be
a plan maintained to provide deferred compensation, it is intended to be limited
to  a  "select  group  of management or highly compensated employees" within the
meaning of Section 201(2) of ERISA. This Agreement is intended to be exempt from
the  participation,  vesting,  funding, and fiduciary requirements of Title 1 of
ERISA,  to  the  fullest extent permitted under the law. This Agreement shall at
all  times  be  "unfunded"  within  the  meaning  of  ERISA.


IN  WITNESS  WHEREOF,  the  Executive and a duly authorized Company officer have
signed  this  Agreement.

EXECUTIVE:                              COMPANY:


-------------------------------         FARMERS  &  MERCHANTS  BANK  OF
EXECUTIVE                               CENTRAL  CALIFORNIA



                                   BY:
                                      -------------------------------------
                                      President  and  C.E.O.



                                   BY:
                                      -------------------------------------
                                      Chairman  of  the  Board



                                   BY:
                                      -------------------------------------
                                      Chairman of the Personnel Committee
                                      of the Board


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