UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-K





T ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE ACT OF 1934





For
the fiscal year ended December 31, 2008





OR





£ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE


SECURITIES
EXCHANGE ACT OF 1934


For
the transition period from _________ to __________.





Commission
File Number:000-26099





FARMERS
& MERCHANTS BANCORP


(Exact
name of registrant as specified in its charter)





Delaware
              94-3327828(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.
      Employer Identification No.)111
      W. Pine Street, Lodi, California
              95240(Address
      of principal executive offices)
              (Zip
      Code)





Registrant's
telephone number, including area code (209) 367-2300





Securities
registered pursuant to Section 12(b) of the Act:  None





Securities
registered pursuant to Section 12(g) of the Act:  Common Stock, $0.01 Par Value Per
Share





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes £  No
T





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes £  No
T





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





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  T





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act (Check one):


Large
      accelerated filer  £
            Accelerated
      filer  T
            Non-accelerated
      filer  £
            Smaller
      Reporting Company £(Do
      not check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act)   Yes  £     No  T





The
aggregate market value of the Registrant's common stock held by non-affiliates
on June 30, 2008 (based on the last reported trade on June 16, 2008) was
$356,265,560.





The
number of shares of Common Stock outstanding as of February 28, 2009:
785,857





Documents
Incorporated by Reference:


Portions
of the definitive Proxy Statement for the 2009 Annual Meeting of Stockholders to
be filed with the Securities and Exchange Commission pursuant to Regulation 14A
are incorporated by reference in Part III, Items 10 through 14.













FARMERS & MERCHANTS BANCORP


FORM
10-K





TABLE OF
CONTENTS








PagePART IIntroduction
                                                                                  
                                                                                  3Item  1.
                                                                                  Business
                                                                                  3Item
      1A.
                                                                                  Risk Factors
                                                                                  12Item
      1B.
                                                                                  Unresolved Staff Comments
                                                                                  17Item  2.
                                                                                  Properties
                                                                                  18Item  3.
                                                                                  Legal Proceedings
                                                                                  18Item  4.
                                                                                  Submission of Matters to a Vote of Security
      Holders
                                                                                  18PART IIItem  5.
                                                                                  Market for the Registrant’s Common Equity, Related
      Stockholder Matters and Issuer Purchases of Equity
      Securities
                                                                                  18Item  6.
                                                                                  Selected Financial Data
                                                                                  21Item  7.
                                                                                  Management's Discussion and Analysis of Financial Condition
      and Results of Operations
                                                                                  22Item
      7A.
                                                                                  Quantitative and Qualitative Disclosures About Market
      Risk
                                                                                  46Item  8.
                                                                                  Financial Statements and Supplementary
    Data
                                                                                  49Item  9.
                                                                                  Changes in and Disagreements with Accountants on Accounting
      and Financial Disclosure
                                                                                  77Item
      9A.
                                                                                  Controls and Procedures
                                                                                  77Item
      9B.
                                                                                  Other Information
                                                                                  77PART IIIItem
      10.
                                                                                  Directors, Executive Officers and Corporate
      Governance
                                                                                  78Item
      11.
                                                                                  Executive Compensation
                                                                                  78Item
      12.
                                                                                  Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters
                                                                                  78Item
      13.
                                                                                  Certain Relationships and Related Transactions, and
      Director Independence
                                                                                  78Item
      14.
                                                                                  Principal Accountant Fees and Services
                                                                                  79PART IVItem
      15.
                                                                                  Exhibits and Financial Statement
    Schedules
                                                                                  79Signatures
                                                                                  80Index to Exhibits
                                                                                  81




2
 Table of Contents





Introduction
– Forward Looking Statements





This Form
10-K contains various forward-looking statements, usually containing the words
“estimate,” “project,” “expect,” “objective,” “goal,” or similar expressions and
includes assumptions concerning the Company’s operations, future results, and
prospects. These forward-looking statements are based upon current expectations
and are subject to risks and uncertainties. In connection with the “safe-harbor”
provisions of the Private Securities Litigation Reform Act of 1995, the Company
provides the following cautionary statement identifying important factors which
could cause the actual results of events to differ materially from those set
forth in or implied by the forward-looking statements and related
assumptions.





Such
factors include the following: (i) the current economic downturn and turmoil in
financial markets and the response of federal and state regulators thereto; (ii)
the effect of changing regional and national economic conditions including the
impact on the housing market in the Central Valley of California; (iii)
significant changes in interest rates and prepayment speeds; (iv) credit risks
of lending and investment activities; (v) changes in federal and state banking
laws or regulations; (vi) competitive pressure in the banking industry; (vii)
changes in governmental fiscal or monetary policies; (viii) uncertainty
regarding the economic outlook resulting from the continuing war on terrorism,
as well as actions taken or to be taken by the U.S. or other governments as a
result of further acts or threats of terrorism; and (ix) other factors discussed
in Item 1A. Risk Factors.





Readers
are cautioned not to place undue reliance on these forward-looking statements
which speak only as of the date hereof. The Company undertakes no obligation to
update any forward-looking statements to reflect events or circumstances arising
after the date on which they are made.





PART
I





Item 1. Business





General
Development of the Business





August 1,
1916, marked the first day of business for Farmers & Merchants Bank of Lodi.
The Bank was incorporated under the laws of the State of California and was
licensed by the California Department of Financial Institutions as a
state-chartered bank. Farmers & Merchants’ first venture out of Lodi
occurred when the Galt office was opened in 1948. Shortly thereafter branches
were opened in Linden, Modesto and South Sacramento. In 1957 the Bank’s name was
changed to Farmers & Merchants Bank of Central California.





The Bank
continued expansion in the Lodi market area and also acquired three offices in
Turlock and Hilmar in 1985. The service area was next expanded by opening a
branch in Elk Grove and a third office in Modesto. The year 2002 saw the opening
of the Company’s first branch in the city of Stockton. In 2003 the Bank opened
its fourth office in Modesto.





During
2004 the Company initiated a branch expansion program. A second Galt office was
opened in 2005 and a new full-service branch in downtown Sacramento was opened
in early 2006. In late 2006 the Company opened its sixth Lodi office and its
first commercial branch in Stockton. The downtown Turlock branch was relocated
to a new facility in April 2008 and the Company’s first branch in Merced was
opened in February 2009.





In
addition to the preceding 22 full-service branches, the Bank serves the needs of
its customers through two stand-alone ATM’s located on the grounds of the Lodi
Grape Festival and California State University-Stanislaus. In 2007 the Bank
began offering certain products over the internet at
www.fmbonline.com.





On March
10, 1999, Farmers & Merchants Bancorp (together with its subsidiaries, the
“Company” or “we”), pursuant to a reorganization, acquired all of the voting
stock of Farmers & Merchants Bank of Central California (the “Bank”).
Farmers & Merchants Bancorp is a bank holding company incorporated in the
State of Delaware and registered under the Bank Holding Company Act of 1956, as
amended. The Company’s outstanding securities as of December 31, 2008, consisted
of 786,960 shares of common stock, $0.01 par value and no shares of preferred
stock issued. The Bank is the Company’s principal asset.





3
 Table of Contents





The
Bank’s two wholly owned subsidiaries are Farmers & Merchants Investment
Corporation and Farmers/Merchants Corp. Farmers & Merchants Investment
Corporation is currently dormant and Farmers/Merchants Corp. acts as trustee on
deeds of trust originated by the Bank.





F & M
Bancorp, Inc. was created in March 2002 to protect the name “F & M Bank.”
During 2002 the Company completed a fictitious name filing in California to
begin using the streamlined name, “F & M Bank” as part of a larger effort to
enhance the Company’s image and build brand name recognition. Since 2002, the
Company has converted most of its daily operating and image advertising to the
“F & M Bank” name and the Company’s logo, slogan and signage were redesigned
to incorporate the trade name, “F & M Bank.”





During
2003 the Company formed a wholly owned Connecticut statutory business trust,
FMCB Statutory Trust I, for the sole purpose of issuing trust preferred
securities. See Note 19 located in “Item 8. Financial Statements and
Supplementary Data.”





The
Company’s principal business is to serve as a holding company for the Bank and
for other banking or banking related subsidiaries, which the Company may
establish or acquire. As a legal entity separate and distinct from its
subsidiary, the Company’s principal source of funds is, and will continue to be,
dividends paid by and other funds advanced from the Bank. Legal limitations are
imposed on the amount of dividends that may be paid and loans that may be made
by the Bank to the Company. See “Item 1. Business - Dividends and Other Transfer
of Funds.”





The
Bank’s deposit accounts are insured under the Federal Deposit Insurance Act up
to applicable limits.





As a bank
holding company, the Company is subject to regulation and examination by the
Board of Governors of the Federal Reserve System (“FRB”). The Bank is a
California state-chartered non-fed member bank subject to the regulation and
examination of the California Department of Financial Institutions (“DFI”) and
the Federal Deposit Insurance Corporation (“FDIC”).





Service
Area





The
Company services the northern Central Valley of California with 22 banking
offices. The area includes Sacramento, San Joaquin, Stanislaus and Merced
Counties with branches in Sacramento, Elk Grove, Galt, Lodi, Stockton, Linden,
Modesto, Turlock, Hilmar and Merced.





Through
its network of banking offices, the Company emphasizes personalized service
along with a full range of banking services to businesses and individuals
located in the service areas of its offices. Although the Company focuses on
marketing its services to small and medium sized businesses, a full range of
retail banking services are made available to the local consumer
market.





The
Company offers a wide range of deposit instruments. These include checking,
savings, money market, time certificates of deposit, individual retirement
accounts and online banking services for both business and personal accounts.
The Company also serves as a federal tax depository for its business
customers.





The
Company provides a full complement of lending products, including commercial,
real estate construction, agribusiness, installment, credit card and real estate
loans. Commercial products include lines of credit and other working capital
financing and letters of credit. Financing products for individuals include
automobile financing, lines of credit, residential real estate, home improvement
and home equity lines of credit.





The
Company also offers a wide range of specialized services designed for the needs
of its commercial accounts. These services include a credit card program for
merchants, collection services, lockbox, investment sweep, on-line account
access, and electronic funds transfers by way of domestic and international wire
and automated clearinghouse.





The
Company makes investment products available to customers, including mutual funds
and annuities. These investment products are offered through a third party,
which employs investment advisors to meet with and provide investment advice to
the Company’s customers.





4
 Table of Contents





Employees





At
December 31, 2008, the Company employed a total of 305 full time equivalent
employees. The Company believes that its employee relations are
satisfactory.





Competition





The
banking and financial services industry in California generally, and in the
Company’s market areas specifically, is highly competitive. The increasingly
competitive environment is a result primarily of changes in regulation, changes
in technology and product delivery systems, and the accelerating pace of
consolidation among financial service providers. The Company competes with other
major commercial banks, diversified financial institutions, credit unions,
savings and loan associations, money market and other mutual funds, mortgage
companies, and a variety of other non-banking financial services and advisory
companies. Federal legislation encourages competition between different types of
financial service providers and has fostered new entrants into the financial
services market. It is anticipated that this trend will continue. Using the
financial holding company structure, insurance companies and securities firms
may compete more directly with banks and bank holding companies.





Many of
our competitors are much larger in total assets and capitalization, have greater
access to capital markets and offer a broader range of financial services than
the Company. In order to compete with other financial service providers, the
Company relies upon personal contact by its officers, directors, employees, and
stockholders, along with various promotional activities and specialized
services. In those instances where the Company is unable to accommodate a
customer’s needs, the Company may arrange for those services to be provided
through its correspondents.





Government
Policies





The
Company’s profitability, like most financial institutions, is primarily
dependent on interest rate differentials. The difference between the interest
rates paid by the Company on interest-bearing liabilities, such as deposits and
other borrowings, and the interest rates received by the Company on its
interest-earning assets, such as loans extended to its customers and securities
held in its investment portfolio, comprise the major portion of the Company’s
earnings. These rates are highly sensitive to many factors that are beyond the
control of the Company and the Bank, such as inflation, recession and
unemployment. The impact that changes in economic conditions might have on the
Company and the Bank cannot be predicted.





The
business of the Company is also influenced by the monetary and fiscal policies
of the federal government and the policies of regulatory agencies, particularly
the Board of Governors of the Federal Reserve System (the “FRB”). The FRB
implements national monetary policies (with objectives such as curbing inflation
and combating recession) through its open-market operations in U.S. Government
securities by adjusting the required level of reserves for depository
institutions subject to its reserve requirements, and by varying the target
federal funds and discount rates applicable to borrowings by depository
institutions. The actions of the FRB in these areas influence the growth of bank
loans, investments, and deposits and also affect interest rates earned on
interest-earning assets and paid on interest-bearing liabilities. The nature and
impact on the Company of any future changes in monetary and fiscal policies
cannot be predicted.





From time
to time, legislative acts, as well as regulations, are enacted which have the
effect of increasing the cost of doing business, limiting or expanding
permissible activities, or affecting the competitive balance between banks and
other financial services providers. Proposals to change the laws and regulations
governing the operations and taxation of banks, bank holding companies, and
other financial institutions and financial services providers are frequently
made in the U.S. Congress, in the state legislatures, and before various
regulatory agencies. This legislation may change banking statutes and the
operating environment of the Company and its subsidiaries in substantial and
unpredictable ways. If enacted, such legislation could increase or decrease the
cost of doing business, limit or expand permissible activities or affect the
competitive balance among banks, savings associations, credit unions, and other
financial institutions. The Company cannot predict whether any of this potential
legislation will be enacted, and if enacted, the effect that it, or any
implemented regulations, would have on the financial condition or results of
operations of the Company or any of its subsidiaries. See “Item 1. Business —
Supervision and Regulation.”





5
 Table of Contents





Supervision
and Regulation





General


Bank
holding companies and banks are extensively regulated under both federal and
state law. The regulation is intended primarily for the protection of depositors
and the deposit insurance fund and not for the benefit of stockholders of the
Company. Set forth below is a summary description of the material laws and
regulations, which relate to the operations of the Company and the Bank. This
description does not purport to be complete and is qualified in its entirety by
reference to the applicable laws and regulations.





The
Company


The
Company is a registered bank holding company and is subject to regulation under
the Bank Holding Company Act of 1956 (“BHCA”), as amended. Accordingly, the
Company’s operations are subject to extensive regulation and examination by the
FRB. The Company is required to file with the FRB quarterly and annual reports
and such additional information as the FRB may require pursuant to the BHCA. The
FRB conducts periodic examinations of the Company.





The FRB
may require that the Company terminate an activity or terminate control of or
liquidate or divest certain subsidiaries of affiliates when the FRB believes the
activity or the control of the subsidiary or affiliate constitutes a significant
risk to the financial safety, soundness or stability of any of its banking
subsidiaries. The FRB also has the authority to regulate provisions of certain
bank holding company debt. Under certain circumstances, the Company must file
written notice and obtain approval from the FRB prior to purchasing or redeeming
its equity securities.





Under the
BHCA and regulations adopted by the FRB, a bank holding company and its
non-banking subsidiaries are prohibited from requiring certain tie-in
arrangements in connection with an extension of credit, lease or sale of
property, or furnishing of services. For example, with certain exceptions, a
bank may not condition an extension of credit on a promise by its customer to
obtain other services provided by it, its holding company or other subsidiaries,
or on a promise by its customer not to obtain other services from a competitor.
In addition, federal law imposes certain restrictions on transactions between
Farmers & Merchants Bancorp and its subsidiaries. Further, the Company is
required by the FRB to maintain certain levels of capital. See “Item 1. Business
- Supervision and Regulation - Capital Standards.”





The
Company is prohibited by the BHCA, except in certain statutorily prescribed
instances, from acquiring direct or indirect ownership or control of more than
5% of the outstanding voting shares of any company that is not a bank or bank
holding company and from engaging directly or indirectly in activities other
than those of banking, managing or controlling banks, or furnishing services to
its subsidiaries. However, the Company, subject to the prior approval of the
FRB, may engage in any, or acquire shares of companies engaged in, activities
that are deemed by the FRB to be so closely related to banking or managing or
controlling banks as to be a proper incident thereto.





Under FRB
regulations, a bank holding company is required to serve as a source of
financial and managerial strength to its subsidiary banks and may not conduct
its operations in an unsafe or unsound manner. In addition, it is the FRB’s
policy that in serving as a source of strength to its subsidiary banks, a bank
holding company should stand ready to use available resources to provide
adequate capital funds to its subsidiary banks during periods of financial
stress or adversity and should maintain the financial flexibility and
capital-raising capacity to obtain additional resources for assisting its
subsidiary banks. This support may be required at times when a bank holding
company may not be able to provide such support. A bank holding company’s
failure to meet its obligations to serve as a source of strength to its
subsidiary banks will generally be considered by the FRB to be an unsafe and
unsound banking practice or a violation of the FRB’s regulations or
both.





The
Gramm-Leach-Bliley Act of 1999 (“GLBA”) eliminated many of the restrictions
placed on the activities of bank holding companies that become financial holding
companies. Among other things, GLBA repealed certain Glass-Steagall Act
restrictions on affiliations between banks and securities firms, and amended the
BHCA to permit bank holding companies that are financial holding companies to
engage in activities, and acquire companies engaged in activities, that are:
financial in nature (including insurance underwriting, insurance company
portfolio investment, financial advisory, securities underwriting, dealing and
market-making, and merchant banking activities); incidental to financial
activities; or complementary to financial activities if the FRB determines that
they pose no substantial risk to the safety or soundness of depository
institutions or the financial system in general. GLBA also permits national
banks to engage in activities considered financial in nature through a financial
subsidiary, subject to certain conditions and limitations. The Company has not
become a financial holding company.





6
 Table of Contents





The
Company’s securities are registered with the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As
such, the Company is subject to the reporting, proxy solicitation and other
requirements and restrictions of the Exchange Act.





The
Bank


The Bank,
as a California chartered non-fed member bank, is subject to primary
supervision, periodic examination and regulation by the DFI and the FDIC. If, as
a result of an examination of the Bank, the FDIC should determine that the
financial condition, capital resources, asset quality, earnings prospects,
management, liquidity, or other aspects of the Bank’s operations are
unsatisfactory, or that the Bank or its management is violating or has violated
any law or regulation, various remedies are available to the FDIC. Such remedies
include the power to enjoin “unsafe or unsound” practices, to require
affirmative action to correct any conditions resulting from any violation or
practice, to issue an administrative order that can be judicially enforced, to
direct an increase in capital, to restrict the growth of the Bank, to assess
civil monetary penalties, to remove officers and directors, and ultimately to
terminate the Bank’s deposit insurance, which for a California chartered bank
would result in a revocation of the Bank’s charter. The DFI has many of the same
remedial powers.





Various
requirements and restrictions under the laws of the State of California and the
United States affect the operations of the Bank. State and federal statutes and
regulations relate to many aspects of the Bank’s operations, including reserves
against deposits, ownership of deposit accounts, interest rates payable on
deposits, loans, investments, mergers and acquisitions, borrowings, dividends,
locations of branch offices, and capital requirements. Further, the Bank is
required to maintain certain levels of capital. See “Capital
Standards.”





The
USA Patriot Act


Title III
of the United and Strengthening America by Providing Appropriate Tools Required
to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”) includes
numerous provisions for fighting international money laundering and blocking
terrorism access to the U.S. financial system. The USA Patriot Act requires
certain additional due diligence and record keeping practices, including, but
not limited to, new customers, correspondent, and private banking
accounts.





Part of
the USA Patriot Act requires covered financial institutions to: (i) establish an
anti-money laundering program; (ii) establish appropriate anti-money laundering
policies, procedures and controls; (iii) appoint a Bank Secrecy Act officer
responsible for day-to-day compliance; and (iv) conduct independent audits. The
Patriot Act also expands penalties for violation of the anti-money laundering
laws, including expanding the circumstances under which funds in a bank account
may be forfeited. The Patriot Act also requires covered financial institutions
to respond, under certain circumstances, to requests for information from
federal banking agencies within 120 hours.





Privacy
Restrictions


The GLBA,
in addition to the previous described changes in permissible, non-banking
activities permitted to banks, bank holding companies, and financial holding
companies, also requires financial institutions in the U.S. to provide certain
privacy disclosures to customers and consumers, to comply with certain
restrictions on the sharing and usage of personally identifiable information,
and to implement and maintain commercially reasonable customer information
safeguarding standards.





The
Company believes that it complies with all provisions of the GLBA and all
implementing regulations and the Bank has developed appropriate policies and
procedures to meet its responsibilities in connection with the privacy
provisions of GLBA.





7
 Table of Contents





Dividends
and Other Transfer of Funds


Dividends
from the Bank constitute the principal source of income to the Company. The
Company is a legal entity separate and distinct from the Bank. The Bank is
subject to various statutory and regulatory restrictions on its ability to pay
dividends to the Company. Under such restrictions, the amount available for
payment of dividends to the Company by the Bank totaled $28.2 million at
December 31, 2008.





The FDIC
and the DFI also have authority to prohibit the Bank from engaging in activities
that, in their opinion, constitute unsafe or unsound practices in conducting its
business. It is possible, depending upon the financial condition of the bank in
question and other factors, that the FDIC and the DFI could assert that the
payment of dividends or other payments might, under some circumstances, be an
unsafe or unsound practice. Further, the FRB and the FDIC have established
guidelines with respect to the maintenance of appropriate levels of capital by
banks or bank holding companies under their jurisdiction. Compliance with the
standards set forth in such guidelines and the restrictions that are or may be
imposed under the prompt corrective action provisions of federal law could limit
the amount of dividends which the Bank or the Company may pay. An insured
depository institution is prohibited from paying management fees to any
controlling persons or, with certain limited exceptions, making capital
distributions if after such transaction the institution would be
undercapitalized. The DFI may impose similar limitations on the Bank. See
“Prompt Corrective Regulatory Action and Other Enforcement Mechanisms” and
“Capital Standards” for a discussion of these additional restrictions on capital
distributions.





Transactions
with Affiliates


The Bank
is subject to certain restrictions imposed by federal law on any extensions of
credit to, or the issuance of a guarantee or letter of credit on behalf of the
Company or other affiliates, the purchase of, or investments in stock or other
securities thereof, the taking of such securities as collateral for loans, and
the purchase of assets of the Company or other affiliates. Such restrictions
prevent the Company and other affiliates from borrowing from the Bank unless the
loans are secured by marketable obligations of designated amounts. Further, such
secured loans and investments by the Bank to or in the Company or to or in any
other affiliates are limited, individually, to 10% of the Bank’s capital and
surplus (as defined by federal regulations), and such secured loans and
investments are limited, in the aggregate, to 20% of the Bank’s capital and
surplus (as defined by federal regulations).





In
addition, the Company and its operating subsidiaries generally may not purchase
a low-quality asset from an affiliate, and other specified transactions between
the Company or its operating subsidiaries and an affiliate must be on terms and
conditions that are consistent with safe and sound banking
practices.





Also, the
Company and its operating subsidiaries may engage in transactions with
affiliates only on terms and under conditions that are substantially the same,
or at least as favorable to the Company or its subsidiaries, as those prevailing
at the time for comparable transactions with (or that in good faith would be
offered to) non-affiliated companies.





California
law also imposes certain restrictions with respect to transactions with
affiliates. Additionally, limitations involving the transactions with affiliates
may be imposed on the Bank under the prompt corrective action provisions of
federal law. See “Item 1. Business – Supervision and Regulation - Prompt
Corrective Action and Other Enforcement Mechanisms.”





Capital
Standards


The FRB
and the FDIC have established risk-based capital guidelines with respect to the
maintenance of appropriate levels of capital by United States banking
organizations. These guidelines are intended to provide a measure of capital
that reflects the risk associated with a banking organization’s operations for
both transactions reported on the balance sheet as assets and transactions, such
as letters of credit and recourse arrangements, which are recorded as off
balance sheet items. Under these guidelines, nominal dollar amounts of assets
and credit equivalent amounts of off balance sheet items are multiplied by one
of several risk adjustment percentages, which range from 0% for assets with low
credit risk, such as certain U.S. Treasury securities, to 100% for assets with
relatively high credit risk, such as commercial loans.





8
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The
federal banking agencies require a minimum ratio of qualifying total capital to
risk-weighted assets of 8% and a minimum ratio of Tier 1 capital to
risk-weighted assets of 4%. In addition to the risk-based guidelines, federal
banking regulators require banking organizations to maintain a minimum amount of
Tier 1 capital to total assets, referred to as the leverage ratio. For a banking
organization rated in the highest of the five categories used by regulators to
rate banking organizations, the minimum leverage ratio of Tier 1 capital to
total assets must be 4%. In addition to these uniform risk-based capital
guidelines and leverage ratios that apply across the industry, the regulators
have the discretion to set individual minimum capital requirements for specific
institutions at rates significantly above minimum guidelines and ratios. For
further information on the Company and the Bank’s risk-based capital ratios see
Note 10 located in “Item 8. Financial Statements and Supplementary
Data.”





Prompt
Corrective Action and Other Enforcement Mechanisms


The
Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), among
other things, identifies five capital categories for insured depository
institutions (well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized and critically undercapitalized) and requires the
respective Federal regulatory agencies to implement systems for “prompt
corrective action” for insured depository institutions that do not meet minimum
capital requirements within such categories. FDICIA imposes progressively more
restrictive constraints on operations, management, and capital distributions,
depending on the category in which an institution is classified. Failure to meet
the capital guidelines could also subject a banking institution to capital
raising requirements. An “undercapitalized” Company must develop a capital
restoration plan. At December 31, 2008, the Bank exceeded all of the required
ratios for classification as “well capitalized.” It should be noted; however,
that the Bank’s capital category is determined solely for the purpose of
applying the federal banking agencies’ prompt corrective action regulations and
the capital category may not constitute an accurate representation of the Bank’s
overall financial condition or prospects.





An
institution that, based upon its capital levels, is classified as well
capitalized, adequately capitalized, or undercapitalized may be treated as
though it were in the next lower capital category if the appropriate federal
banking agency, after notice and opportunity for hearing, determines that an
unsafe or unsound condition or practice warrants such treatment. At each
successive lower capital category, an insured depository institution is subject
to more restrictions.





Banking
agencies have also adopted regulations which mandate that regulators take into
consideration: (i) concentrations of credit risk; (ii) interest rate risk (when
the interest rate sensitivity of an institution’s assets does not match the
sensitivity of its liabilities or its off-balance-sheet position); and (iii)
risks from non-traditional activities, as well as an institution’s ability to
manage those risks, when determining the adequacy of an institution’s capital.
That evaluation will be made as a part of the institution’s regular safety and
soundness examination. In addition, the banking agencies have amended their
regulatory capital guidelines to incorporate a measure for market risk. In
accordance with the amended guidelines, the Company and any company with
significant trading activity must incorporate a measure for market risk in its
regulatory capital calculations.





In
addition to measures taken under the prompt corrective action provisions,
commercial banking organizations may be subject to potential enforcement actions
by the federal banking agencies for unsafe or unsound practices in conducting
their businesses or for violations of any law, rule, regulation, any condition
imposed in writing by the agency, or any written agreement with the agency.
Enforcement actions may include the imposition of a conservator or receiver, the
issuance of a cease-and-desist order that can be judicially enforced, the
termination of insurance of deposits (in the case of a depository institution),
the imposition of civil money penalties, the issuance of directives to increase
capital, the issuance of formal and informal agreements, the issuance of removal
and prohibition orders against institution-affiliated parties and the
enforcement of such actions through injunctions or restraining orders based upon
a judicial determination that the agency would be harmed if such equitable
relief was not granted. Additionally, a holding company's inability to serve as
a source of strength to its subsidiary banking organizations could serve as an
additional basis for a regulatory action against the holding
company.




Federal
banking regulators have also issued final guidance regarding commercial real
estate (“CRE”) lending. This guidance suggests that institutions that are
potentially exposed to significant CRE concentration risk will be subject to
increased regulatory scrutiny. Institutions that have experienced rapid growth
in CRE lending, have notable exposure to a specific type of CRE lending, or are
approaching or exceed certain supervisory criteria that measure an institution’s
CRE portfolio against its capital levels, may be subject to such increased
regulatory scrutiny. The Company’s CRE portfolio may be viewed as falling within
one or more of the foregoing categories, and accordingly may become subject to
increased regulatory scrutiny because of the CRE portfolio. Institutions that
are determined by their regulator to have an undue concentration in CRE lending
may be required to maintain levels of capital in excess of the statutory minimum
requirements and/or be required to reduce their concentration in CRE loans. The
FDIC has determined that the Company does not have any undue concentrations in
CRE lending.





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Safety
and Soundness Standards


The
federal banking agencies have adopted guidelines designed to assist in
identifying and addressing potential safety and soundness concerns before
capital becomes impaired. The guidelines set forth operational and managerial
standards relating to: (i) internal controls, information systems, and internal
audit systems; (ii) loan documentation; (iii) credit underwriting; (iv) asset
growth; (v) earnings; and (vi) compensation, fees, and benefits. In addition,
the federal banking agencies have also adopted safety and soundness guidelines
with respect to asset quality and earnings standards. These guidelines provide
six standards for establishing and maintaining a system to identify problem
assets and prevent those assets from deteriorating. Under these standards, any
insured depository institution should: (i) conduct periodic asset quality
reviews to identify problem assets; (ii) estimate the inherent losses in problem
assets and establish reserves that are sufficient to absorb estimated losses;
(iii) compare problem asset totals to capital; (iv) take appropriate corrective
action to resolve problem assets; (v) consider the size and potential risks of
material asset concentrations; and (vi) provide periodic asset quality reports
with adequate information for management and the Board of Directors to assess
the level of asset risk. These guidelines also set forth standards for
evaluating and monitoring earnings and for ensuring that earnings are sufficient
for the maintenance of adequate capital and reserves.





Deposit
Insurance


The
deposits of the Bank have historically been insured by the FDIC up to $100,000
per insured depositor, except certain types of retirement accounts, which are
insured up to $250,000 per insured depositor. On October 3, 2008, the
maximum amount insured under FDIC deposit insurance was temporarily increased
from $100,000 to $250,000 per insured depositor through December 31, 2009.
This increase was part of the Emergency Economic Stabilization Act of 2008.
Additionally, the Bank has elected to participate in those provisions of the
FDIC’s Transaction Account Guarantee Program that provide additional insurance
coverage on non-interest bearing deposit transaction accounts. Under this
program, all non-interest bearing transaction accounts at the Bank with balances
over $250,000 will also be fully insured through December 31, 2009 at an
additional annual cost to the Bank of 10 basis points per dollar over
$250,000.





Effective
January 1, 2007, the FDIC adopted a new rule for the insurance assessment on
deposits based upon risk assessment classifications. Under the new rule the
charge for annual insurance deposit assessments will range from a minimum of 5
basis points to a maximum of 43 basis points per $100 of insured deposits
depending upon an institution’s risk assessment category. Insured institutions
are not allowed to disclose their risk assessment classification and no
assurance can be given as to what the future level of premiums will
be.





The
Federal Deposit Insurance Reform Act of 2005, among other things, granted a
one-time initial assessment credit of approximately $4.7 billion to recognize
institutions’ past contributions to the fund. The Company’s one-time assessment
credit was $755,000. This credit was fully used by June 2008.





In
addition to the assessment for deposit insurance, institutions are required to
make payments on bonds issued in the late 1980’s by the Financing Corporation to
recapitalize a predecessor deposit insurance fund.  This payment is
established quarterly and during the year ending December 31, 2008, averaged
1.12 basis points of assessable deposits.





The FDIC
has authority to increase insurance assessments and has recently done so. See
“Item 1A. Risk Factors.”  A significant increase in insurance premiums
could have an adverse effect on the operating expenses and results of operations
of the Company.   Management cannot predict what insurance
assessment rates will be in the future.  Insurance of deposits may be
terminated by the FDIC upon a finding that the institution has engaged in unsafe
or unsound practices, is in an unsafe or unsound condition to continue
operations, or has violated any applicable law, regulation, rule, order, or
condition imposed by the FDIC or the Bank’s primary
regulator.  Management of the Company is not aware of any practice,
condition or violation that might lead to termination of the Company’s deposit
insurance.





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Community
Reinvestment Act (“CRA”) and Fair Lending


The Bank
is subject to certain fair lending requirements involving lending, investing,
and other CRA activities. CRA requires each insured depository institution to
identify the communities served by the institution’s offices and to identify the
types of credit and investments the institution is prepared to extend within
such communities including low and moderate income neighborhoods. It also
requires the institution’s regulators to assess the institution’s performance in
meeting the credit needs of its community and to take such assessment into
consideration in reviewing applications for mergers, acquisitions, relocation of
existing branches, opening of new branches, and other transactions. A bank may
be subject to substantial penalties and corrective measures for a violation of
certain fair lending laws.





A bank’s compliance with
the Community Reinvestment Act is based on a performance based evaluation system
which bases CRA ratings on an institution’s lending service and investment
performance. An unsatisfactory rating may be the basis for denying a merger
application.The Bank’s latest CRA examination was completed by the
Federal Deposit Insurance Corporation. The lending test portion included a
review of small business, small farm, and home mortgage loans originated during
calendar years 2005 and 2006. The Bank’s community development lending as well
as investment and service activities were reviewed between January 20, 2004, and
April 16, 2007. The FDIC provided the Bank with a High Satisfactory rating in
the lending test and an Outstanding rating for both the investment and service
tests. Consequently, the Bank received an overall Outstanding rating in
complying with its CRA obligations. The FDIC cited the volume of loans within
geographies of differing income levels; the number of loans to individuals and
small businesses of different income levels; the significant community
development services provided within the Bank’s communities; and, the variety
and depth of products and services tailored to the needs of the communities as
key factors in their overall rating assessment.





The
Sarbanes-Oxley Act of 2002


This
legislation addresses certain accounting oversight and corporate governance
matters, including but not limited to:





·
            the
      creation of a five-member oversight board that sets standards for
      accountants and has investigative and disciplinary
  powers;





·
            the
      prohibition of accounting firms from providing various types of consulting
      services to public clients and requires accounting firms to rotate
      partners among public client assignments every five
  years;





·
            increased
      penalties for financial crimes;





·
            expanded
      disclosure of corporate operations and internal controls and certification
      of financial statements;





·
            enhanced
      controls on, and reporting of, insider trading;
  and





·
            prohibition
      on lending to officers and directors of public companies, although the
      bank may continue to make these loans within the constraints of existing
      banking regulations.





As a
public reporting company, the Company is subject to the requirements of this
legislation and related rules and regulations issued by the Securities and
Exchange Commission (the “SEC”). Compliance with the Act (the “Act”) did not
have a material impact upon its business. However, other non-interest expense
items, including professional expenses and other costs related to compliance
with the reporting requirements of the securities laws have significantly
increased and can be expected to continue to increase.





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Available
Information





Company
reports filed with the SEC including the annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, proxy statements and
ownership reports filed by directors, executive officers and principal
stockholders can be accessed through the Company’s web site at
http://www.fmbonline.com. The link to the SEC is on the About Uspage.





Item 1A. Risk Factors





An
investment in our common stock is subject to risks inherent in our business. The
material risks and uncertainties that management believes may affect our
business are described below. Before making an investment decision, you should
carefully consider the risks and uncertainties described below together with all
of the other information included or incorporated by reference in this report.
The risks and uncertainties described below are not the only ones facing our
business. Additional risks and uncertainties that management is not aware of or
focused on or that management currently deems immaterial may also impair our
business operations. This report is qualified in its entirety by these risk
factors.





If any of
the following risks actually occur, our financial condition and results of
operations could be materially and adversely affected. If this were to happen,
the value of our common stock could decline significantly, and you could lose
all or part of your investment.





Risks
Associated With Our Business





Recession And Changes In Domestic
And Foreign Financial Markets May Have A Material Negative Impact On Our Results
Of Operations And Financial Condition -Economic indices have shown that
since the fourth quarter of 2007, the United States economy has been in a
recession and the Central Valley of California, the Company’s primary market
area, has been hit particularly hard. This has been reflected in significant
business failures and job losses. In addition, in the past year, the domestic
and foreign financial markets, securities trading markets and economies
generally have experienced significant turmoil including, without limitation,
government takeovers of troubled institutions, government brokered mergers of
such firms to avoid bankruptcy or failures, bankruptcies of securities trading
firms and insurance companies, failures of financial institutions and securities
brokerage firms, declines in real property values, and wide fluctuations in
energy prices, all of which have contributed to reduced availability of credit
for businesses and consumers, elevated foreclosures on residential and
commercial properties, falling home prices, reduced liquidity and a lack of
stability across the entire financial sector.





These
recent events and the corresponding uncertainty and decline in financial markets
may continue for the foreseeable future.  The full extent of the
repercussions to our nation’s economy in general and our business in particular;
therefore, are not fully known at this time.  Such events may have a
negative effect on (i) our ability to service our existing customers and attract
new customers, (ii) the ability of our borrowers to operate their business as
successfully as in the past, (iii) the financial security and net worth of our
customers, and (iv) the ability of our customers to repay their loans with us in
accordance with the terms thereof.





Recently Enacted Legislation And
Other Measures Undertaken By The Treasury, The FRB And Other Governmental
Agencies May Not Help Stabilize The U.S. Financial System Or Improve The Housing
Market-On
October 3, 2008, President Bush signed into law the Emergency Economic
Stabilization Act of 2008 (the “EESA”), which, among other measures, authorized
the Treasury Department to establish the Troubled Asset Relief Program
(“TARP”). EESA gives broad authority to Treasury to purchase, manage,
modify, sell and insure the troubled mortgage related assets that triggered the
current economic crisis as well as other “troubled assets.” EESA includes
additional provisions directed at bolstering the economy,
including:





●
            authority
      for the FRB to pay interest on depository institution
      balances;





●
            mortgage
      loss mitigation and homeowner
protection;





●
            temporary
      increase in FDIC insurance coverage from $100,000 to $250,000 through
      December 31, 2009; and





●
            authority
      for the SEC to suspend mark-to-market accounting
    requirements.





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Pursuant
to the TARP, the Treasury has the authority to, among other things, purchase up
to $700 billion of mortgages, mortgage-backed securities and certain other
financial instruments from financial institutions for the purpose of stabilizing
and providing liquidity to the U.S. financial markets. Under the TARP, the
Treasury has created a capital purchase program, pursuant to which it is
providing access to Tier 1 capital through a standardized program to acquire
preferred stock (accompanied by warrants) from eligible financial institutions.
Based upon the Company’s strong capital position and continued earnings
strength, the Company elected not to participate in the capital purchase
program.





EESA also
contains a number of significant employee benefit and executive compensation
provisions, some of which apply to employee benefit plans generally, and others
which impose on financial institutions that participate in the TARP program
restrictions on executive compensation.





EESA
followed, and has been followed by, numerous actions by the FRB, Congress,
Treasury, the SEC and others to address the liquidity and credit crisis that has
followed the sub-prime meltdown that commenced in 2007. These measures
include homeowner relief that encourage loan restructuring and modification; the
establishment of significant liquidity and credit facilities for financial
institutions and investment banks; the lowering of the federal funds rate;
emergency action against short selling practices; a temporary guaranty program
for money market funds; the establishment of a commercial paper funding facility
to provide back-stop liquidity to commercial paper issuers; coordinated
international efforts to address illiquidity and other weaknesses in the banking
sector.





On
October 14, 2008, the FDIC announced the establishment of a temporary
liquidity guarantee program (“TLGP”) to provide: (1) deposit insurance on all
non-interest bearing transaction account balances through December 31, 2009; and
(2) guarantees of certain newly issued senior unsecured debt issued by
financial institutions and bank holding companies through June 30,
2012. The Bank elected to participate in the provisions of TLGP which
provide insurance for all non-interest bearing transaction account balances, but
neither the Company nor the Bank are participating in the provisions of TLGP
which guarantee unsecured debt.





On
February 17, 2009, President Obama signed into law The American Recovery and
Reinvestment Act of 2009 (the “Stimulus Bill”), more commonly known as the
economic stimulus or economic recovery package.  The Stimulus Bill
includes a wide variety of programs intended to stimulate the economy and
provide for extensive infrastructure, energy, health and education
needs.  In addition, the Stimulus Bill imposes certain new executive
compensation and corporate expenditure limits on all current and future TARP
recipients that are in addition to those previously announced by the
Treasury.





The
actual impact that EESA, the Stimulus Bill and such related measures undertaken
to alleviate the credit crisis will have generally on the financial markets,
including the extreme levels of volatility and limited credit availability
currently being experienced, is unknown. The failure of such measures to
help stabilize the financial markets and a continuation or worsening of current
financial market conditions could materially and adversely affect our business,
financial condition, results of operations, access to credit or the trading
price of our common stock.





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





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We Are Dependent On Real Estate And
Downturns In The Real Estate Market Could Hurt Our Business -Although
our regulators have determined that we do not have significant CRE concentration
risk, a significant portion of our loan portfolio is dependent on real estate.
See “Item 1. Business – Supervision and Regulation - Prompt Corrective Action
and Other Enforcement Mechanisms.” At December 31, 2008, real estate served as
the principal source of collateral with respect to approximately 66% of our loan
outstandings, 18% were secured by production agricultural properties. A
continuing decline in current economic conditions or rising interest rates could
have an adverse effect on the demand for new loans, the ability of borrowers to
repay outstanding loans, the value of real estate and other collateral securing
loans and the value of real estate owned by us, as well as our financial
condition and results of operations in general and the market value of our
common stock.





Acts of
nature, including earthquakes, floods and fires, which may cause uninsured
damage and other loss of value to real estate that secures these loans, may also
negatively impact our financial condition.





Our Real Estate Lending Also Exposes
Us To The Risk Of Environmental Liabilities -In the course of our
business, we may foreclose and take title to real estate, and could be subject
to environmental liabilities with respect to these properties. We may be held
liable to a governmental entity or to third persons for property damage,
personal injury, investigation and clean-up costs incurred by these parties in
connection with environmental contamination, or may be required to investigate
or clean up hazardous or toxic substances, or chemical releases at a property.
The costs associated with investigation or remediation activities could be
substantial. In addition, as the owner or former owner of a contaminated site,
we may be subject to common law claims by third parties based on damages and
costs resulting from environmental contamination emanating from the property. If
we ever become subject to significant environmental liabilities, our business,
financial condition, liquidity and results of operations could be materially and
adversely affected.





Our Business Is Subject To Interest
Rate Risk And Changes In Interest Rates May Adversely Affect Our Performance And
Financial Condition - Our earnings are impacted by changing interest
rates. Changes in interest rates impact the demand for new loans, the credit
profile of our borrowers, the rates received on loans and securities and rates
paid on deposits and borrowings. The difference between the rates received on
loans and securities and the rates paid on deposits and borrowings is known as
interest rate spread. Although we believe our current level of interest rate
sensitivity is reasonable, significant fluctuations in interest rates and
increasing competition may have an adverse effect on our business, financial
condition and results of operations. See “Item 7A. Quantitative and Qualitative
Disclosures About Market Risk - Interest Rate Risk.”





A
sustained decrease in market interest rates could adversely affect our earnings.
The Board of Governors of the Federal Reserve System regulates the supply of
money and credit in the United States. Its policies determine, in large part,
the cost of funds for lending and investing and the yield earned on those loans
and investments, both of which impact the Company’s net interest margin. The FRB
has implemented a series of rate reductions in response to the current state of
the national economy and housing market as well as the volatility of financial
markets. When interest rates decline, borrowers tend to refinance higher-rate,
fixed-rate loans at lower rates, prepaying their existing loans. Under those
circumstances, we would not be able to reinvest those prepayments in assets
earning interest rates as high as the rates on the prepaid loans. In addition,
our commercial real estate and commercial loans, which carry interest rates
that, in general, adjust in accordance with changes in the prime rate, will
adjust to lower rates. We are also significantly affected by the level of loan
demand available in our market. The inability to make sufficient loans directly
affects the interest income we earn. Lower loan demand will generally result in
lower interest income realized as we place funds in lower yielding investments.
See “Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Looking Forward: 2009 and Beyond.”





Failure To Successfully Execute Our
Strategy Could Adversely Affect Our Performance-Our financial performance
and profitability depends on our ability to execute our corporate growth
strategy. Continued growth; however, may present operating and other problems
that could adversely affect our business, financial condition and results of
operations. Accordingly, there can be no assurance that we will be able to
execute our growth strategy or maintain the level of profitability that we have
recently experienced. Factors that may adversely affect our ability to attain
our long-term financial performance goals include those stated elsewhere in this
section, as well as the:





·
            inability
      to control non-interest expense, including, but not limited to, rising
      employee and healthcare costs;




·
            inability
      to increase non-interest income;
and




·
            continuing
      ability to expand through de novo branching or
  otherwise.





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Economic Conditions In Our Service
Areas Could Adversely Affect Our Operations And/Or Cause Us To Sustain
Losses-Our
retail and commercial banking operations are concentrated primarily in
Sacramento, San Joaquin, Stanislaus and Merced Counties. As a result of this
geographic concentration, our results of operations depend largely upon economic
conditions in this area and this area has experienced a significant
deterioration in residential real estate values. A significant source of risk
arises from the possibility that losses will be sustained if a significant
number of our borrowers, guarantors and related parties fail to perform in
accordance with the terms of their loans. This risk increases when the economy
is weak as it is presently. We have adopted underwriting and credit monitoring
procedures and credit policies, including the establishment and review of the
allowance for loan losses, that management believes are appropriate to minimize
this risk by assessing the likelihood of nonperformance, tracking loan
performance and diversifying our credit portfolio. These policies and
procedures; however, may not prevent unexpected losses that could materially
adversely affect our results of operations in general and the market value of
our stock. See “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Looking Forward: 2009 and
Beyond.”





This
Company’s service areas can be significantly impacted by the seasonal and
cyclical trends of the agricultural industry. As a result, the Company’s
financial results are influenced by the seasonal banking needs of its
agricultural customers (e.g., during the spring and summer customers draw down
their deposit balances and increase loan borrowing to fund the purchase of
equipment and the planting of crops. Correspondingly, deposit balances are
replenished and loans repaid in late fall and winter as crops are harvested and
sold). Additionally, although the Company’s loan portfolio is believed to be
well diversified, at various times during the year approximately 34% of the
Company’s loan balances can be outstanding to agricultural borrowers.
Commitments are well diversified across various commodities, including dairy,
grapes, walnuts, almonds, cherries, apples, pears, walnuts, and various row
crops. Additionally, many individual borrowers are themselves diversified across
commodity types, reducing their exposure, and therefore the Company’s, to
cyclical downturns in any one commodity.





We Face Strong Competition From
Financial Service Companies And Other Companies That Offer Banking Services That
Could Adversely Impact Our Business - The financial services business in
our market areas is highly competitive. It is becoming increasingly competitive
due to changes in regulation, technological advances, and the accelerating pace
of consolidation among financial services providers. We face competition both in
attracting deposits and in making loans. We compete for loans principally
through the interest rates and loan fees we charge and the efficiency and
quality of services we provide. Increasing levels of competition in the banking
and financial services business may reduce our market share, decrease loan
demand, cause the prices we charge for our services to fall, or decrease our net
interest margin by forcing us to offer lower lending interest rates and pay
higher deposit interest rates. Therefore, our results may differ in future
periods depending upon the nature or level of competition.





Technology
and other changes are allowing parties to complete financial transactions that
historically have involved banks through alternative methods. For example,
consumers can now maintain funds that would have historically been held as bank
deposits in brokerage accounts or mutual funds. Consumers can also complete
transactions such as paying bills and/or transferring funds directly without the
assistance of banks. The process of eliminating banks as intermediaries, known
as “disintermediation,” could result in the loss of fee income, as well as the
loss of customer deposits and the related income generated from those deposits.
The loss of these revenue streams and the lower cost deposits as a source of
funds could have a material adverse effect on our financial condition and
results of operations.





Deposit Insurance Assessments Will
Increase Substantially, Which Will Adversely Affect Profits-FDIC deposit insurance
expense for the year ended December 31, 2008 was $384,000. Deposit
insurance assessments will increase in 2009 due to recent strains on the FDIC
deposit insurance fund resulting from the cost of recent bank failures and an
increase in the number of banks likely to fail over the next few years.  On
December 16, 2008, the FDIC issued a final rule increasing that assessment
range for the first quarter of 2009.  The FDIC has announced that it
intends to issue a final rule in early 2009, to be effective on April 1,
2009, to set new assessment rates beginning with the second quarter of 2009 and
to make other changes to its assessment rule, including the possibility of an
Emergency Special Assessment.  It has also stated that it may need to
set a higher base rate schedule at the time of the issuance of its final
assessment rate rule, depending upon the information available at that time
including, without limitation, on its updated bank failure and loss
projections.





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We May Not Be Able To Attract And
Retain Skilled People - Our success depends, in large part, on our
ability to attract and retain key people. Competition for the best people in
most of our activities can be intense and we may not be able to hire people or
to retain them. The unexpected loss of services of one or more of our key
personnel could have a material adverse impact on our business because of their
skills, knowledge of our market, years of industry experience and the difficulty
of promptly finding qualified replacement personnel.





Our Internal Operations Are Subject
To A Number Of Risks-We are subject to certain operations risks, including, but not limited
to, information system failures and errors, customer or employee fraud and
catastrophic failures resulting from terrorist acts or natural disasters. We
maintain a system of internal controls to mitigate against such occurrences and
maintain insurance coverage for such risks that are insurable, but should such
an event occur that is not prevented or detected by our internal controls,
uninsured or in excess of applicable insurance limits, it could have a
significant adverse impact on our business, financial condition or results of
operations.





We rely
heavily on communications and information systems to conduct our business. Any
failure, interruption or breach in security of these systems could result in
failures or disruptions in our customer relationship management, general ledger,
deposit, loan and other systems. While we have policies and procedures designed
to prevent or limit the effect of the failure, interruption or security breach
of our information systems, there can be no assurance that any such failures,
interruptions or security breaches will not occur or, if they do occur, that
they will be adequately addressed. The occurrence of any failures, interruptions
or security breaches of our information systems could damage our reputation,
result in a loss of customer business, subject us to additional regulatory
scrutiny, or expose us to civil litigation and possible financial liability, any
of which could have a material adverse effect on our financial condition and
results of operations.





The
financial services industry is continually undergoing rapid technological change
with frequent introductions of new technology-driven products and services. The
effective use of technology increases efficiency and enables financial
institutions to better serve customers and to reduce costs. Our future success
depends, in part, upon our ability to address the needs of our customers by
using technology to provide products and services that will satisfy customer
demands, as well as to create additional efficiencies in our operations. Many of
our competitors have substantially greater resources to invest in technological
improvements. We may not be able to effectively implement new technology-driven
products and services or be successful in marketing these products and services
to our customers. Failure to successfully keep pace with technological change
affecting the financial services industry could have a material adverse impact
on our business and, in turn, our financial condition and results of
operations.





Severe
weather, natural disasters, acts of war or terrorism and other adverse external
events could have a significant impact on our ability to conduct business. Such
events could affect the stability of our deposit base, impair the ability of
borrowers to repay outstanding loans, impair the value of collateral securing
loans, cause significant property damage, result in loss of revenue and/or cause
us to incur additional expenses. Operations in several of our markets could be
disrupted by both the evacuation of large portions of the population as well as
damage and or lack of access to our banking and operation facilities. While we
have not experienced such an occurrence to date, other severe weather or natural
disasters, acts of war or terrorism or other adverse external events may occur
in the future. Although management has established disaster recovery policies
and procedures, the occurrence of any such event could have a material adverse
effect on our business, which, in turn, could have a material adverse effect on
our financial condition and results of operations.





We Depend On Cash Dividends From Our
Subsidiary Bank To Meet Our Cash Obligations-As a holding company,
dividends from our subsidiary bank provide a substantial portion of our cash
flow used to service the interest payments on our Trust Preferred Securities and
our other obligations, including cash dividends. See “Item 5. Market for the
Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.” Various statutory provisions restrict the amount of
dividends our subsidiary bank can pay to us without regulatory
approval.





16
 Table of Contents





Risks
Associated With Our Industry





We Are Subject To Government
Regulation That Could Limit Or Restrict Our Activities, Which In Turn Could
Adversely Impact Our Financial Performance - The financial services
industry is regulated extensively. Federal and state regulations are designed
primarily to protect the deposit insurance funds and consumers, and not to
benefit our stockholders. These regulations can sometimes impose significant
limitations on our operations and increase our cost of doing
business.





New laws
and regulations or changes in existing laws and regulations or repeal of
existing laws and regulations may adversely impact our business. In light of
recent economic conditions, further restrictions on financial service companies
should be considered likely.





Further,
federal monetary policy, particularly as implemented through the Federal Reserve
System, significantly affects economic conditions for us.





New Legislative And Regulatory
Proposals May Affect Our Operations And Growth-Proposals to change the
laws and regulations governing the operations and taxation of, and federal
insurance premiums paid by, banks and other financial institutions and companies
that control such institutions are frequently raised in the U.S. Congress,
the California legislature and before bank regulatory authorities. The
likelihood of any major changes in the future and the impact such changes,
including EESA and the Stimulus Bill, might have on us or our subsidiaries are
impossible to determine. Similarly, proposals to change the accounting treatment
applicable to banks and other depository institutions are frequently raised by
the SEC, the federal banking agencies, the IRS and other appropriate
authorities. The likelihood and impact of any additional future changes in law
or regulation and the impact such changes might have on us or our subsidiaries
are impossible to determine at this time.





Risks
Associated With Our Stock





Our Stock Trades Less Frequently
Than Others-The
Company’s common stock is not widely held or listed on any exchange. However,
trades may be reported on the OTC Bulletin Board under the symbol "FMCB.OB".
Management is aware that there are private transactions in the Company’s common
stock. However, the limited trading market for the Company’s common stock may
make it difficult for stockholders to dispose of their shares.





Our Stock Price Is Affected By A
Variety Of Factors-Stock price volatility may make it more difficult for you to resell your
common stock when you want and at prices you find attractive. Our stock price
can fluctuate significantly in response to a variety of factors discussed in
this section, including, among other things:





·
            actual
      or anticipated variations in quarterly results of
    operations;





·
            operating
      and stock price performance of other companies that investors deem
      comparable to our Company;





·
            news
      reports relating to trends, concerns and other issues in the financial
      services industry; and





·
            perceptions
      in the marketplace regarding our Company and/or its
      competitors.





Our Common Stock Is Not An Insured
Deposit-Our
common stock is not a bank deposit and, therefore, is not insured against loss
by the FDIC, any other deposit insurance fund or by any other public or private
entity. Investment in our common stock is inherently risky for the reasons
described in this “Risk Factors” section and elsewhere in this report and is
subject to the same market forces that affect the price of common stock in any
company. As a result, if you acquire our common stock, you may lose some or all
of your investment.





Item 1B. Unresolved Staff Comments





The
Company has no unresolved comments received from staff at the SEC.





17
 Table of Contents





Item 2. Properties





Farmers
& Merchants Bancorp along with its subsidiaries are headquartered in Lodi,
California. Executive offices are located at 111 W. Pine Street. Banking
services are provided in twenty-two full-service branch locations in the
Company's service area. Of the twenty-two full-service branches, sixteen are
owned and six are leased. The expiration of these leases occurs between the
years 2009 and 2016. See Note 16 located in “Item 8. Financial Statements and
Supplementary Data.”





Item 3. Legal Proceedings





Certain
lawsuits and claims arising in the ordinary course of business have been filed
or are pending against the Company or its subsidiaries. Based upon information
available to the Company, its review of such lawsuits and claims and
consultation with its counsel, the Company believes the liability relating to
these actions, if any, would not have a material adverse effect on its
consolidated financial statements.





There are
no material proceedings adverse to the Company to which any director, officer or
affiliate of the Company is a party.





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





No
matters were submitted to a vote of the Company’s stockholders during the fourth
quarter of 2008.





PART
II





Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities





The
common stock of Farmers & Merchants Bancorp is not widely held or listed on
any exchange. However, trades may be reported on the OTC Bulletin Board under
the symbol “FMCB.OB.” Additionally, management is aware that there are private
transactions in the Company’s common stock.





The
following table summarizes the actual high, low, and close sale prices for the
Company's common stock since the first quarter of 2007. These figures are based
on activity posted on the OTC Bulletin Board and on private transactions between
individual stockholders that are reported to the Company.





Calendar Quarter
                      
                      High
                      
                      
                      Low
                      
                      
                      Close
                      
                      
                      Cash
      Dividends
                        Declared (Per Share)2008
                      Fourth
      quarter
                      
                      $
                      450
                      
                      
                      $
                      385
                      
                      
                      $
                      420
                      
                      
                      $
                      5.80Third
      quarter
                      
                      
                      475
                      
                      
                      
                      425
                      
                      
                      
                      450
                      
                      
                      
                      -Second
      quarter
                      
                      
                      475
                      
                      
                      
                      400
                      
                      
                      
                      460
                      
                      
                      
                      4.85First
      quarter
                      
                      
                      460
                      
                      
                      
                      390
                      
                      
                      
                      460
                      
                      
                      
                      -2007
                      Fourth
      quarter
                      
                      $
                      460
                      
                      
                      $
                      381
                      
                      
                      $
                      460
                      
                      
                      $
                      5.35Third
      quarter
                      
                      
                      480
                      
                      
                      
                      412
                      
                      
                      
                      435
                      
                      
                      
                      -Second
      quarter
                      
                      
                      525
                      
                      
                      
                      475
                      
                      
                      
                      480
                      
                      
                      
                      4.35First
      quarter
                      
                      
                      535
                      
                      
                      
                      507
                      
                      
                      
                      515
                      
                      
                      
                      -





As of
January 31, 2009, there were approximately 1,468 stockholders of record of the
Company’s common stock.





The
Company has paid cash dividends for the past 74 consecutive
years.  There are limitations under Delaware corporate law as to the
amounts of cash dividends that may be paid by the Company. Additionally, if we
decided to defer interest on our subordinated debentures, we would be prohibited
from paying cash dividends on the Company’s common stock. The Company is
dependent on cash dividends paid by the Bank to fund its cash dividend payments
to its stockholders. There are regulatory limitations on cash dividends that may
be paid by the Bank under state and federal laws. See “Item 1. Business –
Supervision and Regulation.”





18
 Table of Contents





Beginning
in 1975 and continuing through 2005 the Company issued a 5% stock dividend
annually. However, this dividend was discontinued in 2006.





In 1998,
the Board approved the Company’s first stock repurchase program.  This
program was extended and expanded in both 2004 and 2006.   Most
recently, on November 12, 2008, the Board of Directors approved increasing the
funds available for the Company’s Common Stock Repurchase Program. The Board’s
resolution authorized up to $20 million in repurchases over the four year period
ending October 31, 2012.





Repurchases
under the program will continue to be made on the open market or through private
transactions. The repurchase program also requires that no purchases may be made
if the Bank would not remain “well-capitalized” after the repurchase. All shares
repurchased under the repurchase program will be retired.





The
following table indicates the number of shares repurchased by the Company during
the fourth quarter of 2008.





Period
                
                Number
      of Shares
                
                
                Average
      Price per Share
                
                
                Number
      of Shares Purchased as Part of a Publicly Announced Plan or
      Program
                
                
                Approximate
      Dollar Value of Shares that May Yet Be Purchased Under the Plan or
      ProgramOctober
      2008
                
                
                2,075
                
                
                $
                450.00
                
                
                
                2,075
                
                
                $
                465,134November
      2008
                
                
                77
                
                
                
                450.00
                
                
                
                77
                
                
                
                19,965,350
                *December
      2008
                
                
                2,410
                
                
                
                420.00
                
                
                
                2,410
                
                
                
                18,953,150Total
                
                
                4,562
                
                
                $
                434.00
                
                
                
                4,562
                
                
                $
                18,953,150


*Reflects
changes to stock repurchase program approved by Board on November 12, 2008. See
paragraphs above.





All of
the above shares were repurchased in private transactions.





On August
5, 2008, the Board of Directors approved a Share Purchase Rights Plan (the
“Rights Plan”), pursuant to which the Company entered into a Rights Agreement
dated August 5, 2008, with Registrar and Transfer Company, as Rights Agent, and
the Company declared a dividend of a right to acquire one preferred share
purchase right (a “Right”) for each outstanding share of the Company’s common
stock, $0.01 par value per share, to stockholders of record at the close of
business on August 15, 2008. Generally, the Rights are only triggered and become
exercisable if a person or group (the “Acquiring Person”) acquires beneficial
ownership of 10 percent or more of the Company’s common stock or announces a
tender offer for 10 percent or more of the Company’s common stock.





The
Rights Plan is similar to plans adopted by many other publicly-traded companies.
The effect of the Rights Plan is to discourage any potential acquirer from
triggering the Rights without first convincing the Company’s Board of Directors
that the proposed acquisition is fair to, and in the best interest of, all of
the stockholders of the Company. The provisions of the Plan will substantially
dilute the equity and voting interest of any potential acquirer unless the Board
of Directors approves of the proposed acquisition. Each Right, if and when
exercisable, will entitle the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock, no
par value, at a purchase price of $1,200 for each one one-hundredth of a share,
subject to adjustment. Each holder of a Right (except for the Acquiring Person,
whose Rights will be null and void upon such event) shall thereafter have the
right to receive, upon exercise, that number of common shares of the Company
having a market value of two times the exercise price of the Right. At any time
before a person becomes an Acquiring Person, the Rights can be redeemed, in
whole, but not in part, by the Company’s Board of Directors at a price of $0.001
per Right. The Rights Plan will expire on August 5, 2018.





19
 Table of Contents





Performance
Graphs




The
following graphs compare the yearly percentage change in the Company’s
cumulative total stockholder return on common stock with: (i) a published
index compiled by Hemscott Group of banks and bank holding companies throughout
the United States; and (ii) the cumulative total return of the American
Stock Exchange market index. The following comparisons cover the period January
1, 2004, to December 31, 2008. The graphs assume an initial investment of $100
on January 1, 2004, and reinvestment of dividends. The stock price performance
set forth in the following graphs is not necessarily indicative of future price
performance. The Company’s stock price data is based on activity posted on the
OTC Bulletin Board and on private transactions between individual stockholders
that are reported to the Company.









These
graphs shall not be deemed filed or incorporated by reference into any filing
under the Securities Act of 1933 or under the Exchange Act , except to the
extent that we specifically incorporate these graphs by reference.





20
 Table of Contents





Item 6. Selected Financial Data





Farmers
& Merchants Bancorp


Five
Year Financial Summary of Operations


(in
thousands except per share data)





Summary
      of Income:
                  
                  2008
                  
                  
                  2007
                  
                  
                  2006
                  
                  
                  2005
                  
                  
                  2004Total
      Interest Income
                  
                  $
                  93,208
                  
                  
                  $
                  95,775
                  
                  
                  $
                  88,396
                  
                  
                  $
                  72,458
                  
                  
                  $
                  59,300Total
      Interest Expense
                  
                  
                  24,784
                  
                  
                  
                  32,225
                  
                  
                  
                  24,621
                  
                  
                  
                  14,032
                  
                  
                  
                  9,818Net
      Interest Income
                  
                  
                  68,424
                  
                  
                  
                  63,550
                  
                  
                  
                  63,775
                  
                  
                  
                  58,426
                  
                  
                  
                  49,482Provision
      for Loan Losses
                  
                  
                  7,998
                  
                  
                  
                  1,495
                  
                  
                  
                  275
                  
                  
                  
                  425
                  
                  
                  
                  1,275Net
      Interest Income After Provision for Loan Losses
                  
                  
                  60,426
                  
                  
                  
                  62,055
                  
                  
                  
                  63,500
                  
                  
                  
                  58,001
                  
                  
                  
                  48,207Total
      Non-Interest Income
                  
                  
                  16,064
                  
                  
                  
                  15,455
                  
                  
                  
                  12,063
                  
                  
                  
                  11,274
                  
                  
                  
                  14,267Total
      Non-Interest Expense
                  
                  
                  40,103
                  
                  
                  
                  41,945
                  
                  
                  
                  43,121
                  
                  
                  
                  40,617
                  
                  
                  
                  36,175Income
      Before Income Taxes
                  
                  
                  36,387
                  
                  
                  
                  35,565
                  
                  
                  
                  32,442
                  
                  
                  
                  28,658
                  
                  
                  
                  26,299Provision
      for Income Taxes
                  
                  
                  13,597
                  
                  
                  
                  12,870
                  
                  
                  
                  11,813
                  
                  
                  
                  10,230
                  
                  
                  
                  9,625Net
      Income Before Cumulative Effect of Change in Accounting
      Principle
                  
                  
                  22,790
                  
                  
                  
                  22,695
                  
                  
                  
                  20,629
                  
                  
                  
                  18,428
                  
                  
                  
                  16,674Cumulative
      Effect of a Change in Accounting Principle (net of tax)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (224
                  )Net
      Income
                  
                  $
                  22,790
                  
                  
                  $
                  22,695
                  
                  
                  $
                  20,629
                  
                  
                  $
                  18,428
                  
                  
                  $
                  16,450Balance
      Sheet Data:Total
      Assets
                  
                  $
                  1,684,437
                  
                  
                  $
                  1,519,172
                  
                  
                  $
                  1,411,233
                  
                  
                  $
                  1,352,989
                  
                  
                  $
                  1,226,295Loans
                  
                  
                  1,177,364
                  
                  
                  
                  1,140,969
                  
                  
                  
                  1,046,912
                  
                  
                  
                  973,257
                  
                  
                  
                  866,908Allowance
      for Loan Losses
                  
                  
                  20,034
                  
                  
                  
                  18,483
                  
                  
                  
                  18,099
                  
                  
                  
                  17,860
                  
                  
                  
                  17,727Investment
      Securities
                  
                  
                  363,729
                  
                  
                  
                  247,637
                  
                  
                  
                  243,867
                  
                  
                  
                  267,940
                  
                  
                  
                  275,440Deposits
                  
                  
                  1,432,702
                  
                  
                  
                  1,310,790
                  
                  
                  
                  1,198,528
                  
                  
                  
                  1,103,340
                  
                  
                  
                  1,002,110Federal
      Home Loan Bank Advances
                  
                  
                  703
                  
                  
                  
                  28,954
                  
                  
                  
                  47,532
                  
                  
                  
                  98,847
                  
                  
                  
                  80,889Shareholders'
      Equity
                  
                  
                  156,545
                  
                  
                  
                  143,418
                  
                  
                  
                  132,340
                  
                  
                  
                  123,648
                  
                  
                  
                  116,547Selected
      Ratios:Return
      on Average Assets
                  
                  
                  1.44
                  %
                  
                  
                  1.56
                  %
                  
                  
                  1.51
                  %
                  
                  
                  1.46
                  %
                  
                  
                  1.40
                  %Return
      on Average Equity
                  
                  
                  15.23
                  %
                  
                  
                  16.26
                  %
                  
                  
                  16.16
                  %
                  
                  
                  15.26
                  %
                  
                  
                  14.50
                  %Dividend
      Payout Ratio(1)
                  
                  
                  36.99
                  %
                  
                  
                  34.51
                  %
                  
                  
                  33.77
                  %
                  
                  
                  34.55
                  %
                  
                  
                  34.79
                  %Average
      Loans to Average Deposits
                  
                  
                  84.16
                  %
                  
                  
                  86.86
                  %
                  
                  
                  90.24
                  %
                  
                  
                  87.28
                  %
                  
                  
                  86.41
                  %Average
      Equity to Average Assets
                  
                  
                  9.46
                  %
                  
                  
                  9.60
                  %
                  
                  
                  9.38
                  %
                  
                  
                  9.58
                  %
                  
                  
                  9.68
                  %Period-end
      Shareholders' Equity to Total Assets
                  
                  
                  9.29
                  %
                  
                  
                  9.44
                  %
                  
                  
                  9.38
                  %
                  
                  
                  9.14
                  %
                  
                  
                  9.50
                  %Per
      Share Data:Net
      Income (2)
      (3)
                  
                  $
                  28.69
                  
                  
                  $
                  28.05
                  
                  
                  $
                  25.25
                  
                  
                  $
                  22.24
                  
                  
                  $
                  19.68Cash
      Dividends Per Share (1)(3)
                  
                  $
                  10.65
                  
                  
                  $
                  9.70
                  
                  
                  $
                  8.55
                  
                  
                  $
                  7.68
                  
                  
                  $
                  6.85





(1)
            Not
      including cash paid in lieu of fractional shares related to stock
      dividend.


(2)
            Based
      on the weighted average number of shares outstanding of 794,239, 809,057,
      817,044, 828,537, and 835,746 for the years ended December 31, 2008, 2007,
      2006, 2005, and 2004, respectively.


(3)
            Per
      share data has been adjusted, where applicable, for stock dividends issued
      in any of the above years.




21
 Table of Contents





Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations





Overview





The
Company’s primary service area encompasses the northern Central Valley of
California, a region that can be significantly impacted by the seasonal needs of
the agricultural industry. Accordingly, discussion of the Company’s Financial
Condition and Results of Operations is influenced by the seasonal banking needs
of its agricultural customers (e.g., during the spring and summer customers draw
down their deposit balances and increase loan borrowing to fund the purchase of
equipment and planting of crops. Correspondingly, deposit balances are
replenished and loans repaid in late fall and winter as crops are harvested and
sold).





The
Five Year Period: 2004 through 2008


The
following table presents key performance data for the Company over the past five
years.





(in
thousands, except per share data)


Financial
      Performance Indicator
                  
                  2008
                  
                  
                  2007
                  
                  
                  2006
                  
                  
                  2005
                  
                  
                  2004Net
      Income
                  
                  $
                  22,790
                  
                  
                  $
                  22,695
                  
                  
                  $
                  20,629
                  
                  
                  $
                  18,428
                  
                  
                  $
                  16,450Total
      Assets
                  
                  $
                  1,684,437
                  
                  
                  $
                  1,519,172
                  
                  
                  $
                  1,411,233
                  
                  
                  $
                  1,352,989
                  
                  
                  $
                  1,226,295Total
      Loans
                  
                  $
                  1,177,364
                  
                  
                  $
                  1,140,969
                  
                  
                  $
                  1,046,912
                  
                  
                  $
                  973,257
                  
                  
                  $
                  866,908Total
      Deposits
                  
                  $
                  1,432,702
                  
                  
                  $
                  1,310,790
                  
                  
                  $
                  1,198,528
                  
                  
                  $
                  1,103,340
                  
                  
                  $
                  1,002,110Total
      Shareholders’ Equity
                  
                  $
                  156,545
                  
                  
                  $
                  143,418
                  
                  
                  $
                  132,340
                  
                  
                  $
                  123,648
                  
                  
                  $
                  116,547Total
      Risk-Based Capital Ratio
                  
                  
                  12.61
                  %
                  
                  
                  12.21
                  %
                  
                  
                  12.17
                  %
                  
                  
                  12.32
                  %
                  
                  
                  13.34
                  %Non-Performing
      Loans as a % of Total Loans
                  
                  
                  0.45
                  %
                  
                  
                  0.02
                  %
                  
                  
                  0.01
                  %
                  
                  
                  0.07
                  %
                  
                  
                  0.03
                  %Net
      Charge-Offs to Average Loans
                  
                  
                  0.57
                  %
                  
                  
                  0.10
                  %
                  
                  
                  0.00
                  %
                  
                  
                  0.03
                  %
                  
                  
                  0.08
                  %Loan
      Loss Allowance as a % of Total Loans
                  
                  
                  1.70
                  %
                  
                  
                  1.62
                  %
                  
                  
                  1.72
                  %
                  
                  
                  1.83
                  %
                  
                  
                  2.04
                  %Return
      on Average Assets
                  
                  
                  1.44
                  %
                  
                  
                  1.56
                  %
                  
                  
                  1.51
                  %
                  
                  
                  1.46
                  %
                  
                  
                  1.40
                  %Return
      on Average Equity
                  
                  
                  15.23
                  %
                  
                  
                  16.26
                  %
                  
                  
                  16.16
                  %
                  
                  
                  15.26
                  %
                  
                  
                  14.50
                  %Earnings
      Per Share (1)
                  
                  $
                  28.69
                  
                  
                  $
                  28.05
                  
                  
                  $
                  25.25
                  
                  
                  $
                  22.24
                  
                  
                  $
                  19.68Cash
      Dividends Per Share (1)
      (2)
                  
                  $
                  10.65
                  
                  
                  $
                  9.70
                  
                  
                  $
                  8.55
                  
                  
                  $
                  7.68
                  
                  
                  $
                  6.85Cash
      Dividends Declared (2)
                  
                  $
                  8,430
                  
                  
                  $
                  7,831
                  
                  
                  $
                  6,966
                  
                  
                  $
                  6,366
                  
                  
                  $
                  5,723#
      Shares Repurchased During Year
                  
                  
                  13,152
                  
                  
                  
                  11,821
                  
                  
                  
                  11,718
                  
                  
                  
                  8,066
                  
                  
                  
                  7,981Average
      Share Price of Repurchased Shares
                  
                  $
                  449
                  
                  
                  $
                  460
                  
                  
                  $
                  507
                  
                  
                  $
                  496
                  
                  
                  $
                  389High
      Stock Price – Fourth Quarter
                  
                  $
                  450
                  
                  
                  $
                  460
                  
                  
                  $
                  557
                  
                  
                  $
                  500
                  
                  
                  $
                  455Low
      Stock Price – Fourth Quarter
                  
                  $
                  385
                  
                  
                  $
                  381
                  
                  
                  $
                  505
                  
                  
                  $
                  465
                  
                  
                  $
                  400Closing
      Stock Price – Fourth Quarter
                  
                  $
                  420
                  
                  
                  $
                  460
                  
                  
                  $
                  515
                  
                  
                  $
                  490
                  
                  
                  $
                  404


_______________________________________________________


(1)
            Prior
      years have been restated for stock dividends issued in 2004 through
      2005.  No stock dividend was issued in 2006 through
      2008.


(2)
            Not
      including cash paid in lieu of fractional shares related to stock
      dividends.  These payments totaled $497,000 between 2004 and
      2005.





During
the five-year period 2004 through 2008, the Company’s operating performance
improved every year.





·
            Annual
      net income increased 38.5% to $22.8 million from $16.5
      million.





·
            Earnings
      Per Share increased 45.8% to $28.69 from
$19.68.





·
            Total
      assets increased 37.3% to $1.68
billion.





·
            Total
      loans increased 35.8% to $1.18
billion.





·
            Total
      deposits increased 43.0% to $1.43
billion





22
 Table of Contents





For many
banks, the growth they experienced over the past five years “caught-up-to-them”
in 2008 when significant credit quality problems surfaced that resulted in
declining profits or even losses.  This was not the case for Farmers
& Merchants Bancorp.  During 2008:





·
            The
      Company reported its 11th
      consecutive year of earnings growth and increased its cash dividend per
      share by 9.8% over 2007 levels.





·
            The
      Bank’s risk based capital ratio strengthened from 12.21% in 2007 to 12.61%
      in 2008.  See “Financial Condition –
  Capital.”





·
            The
      Company’s asset quality remained strong compared to the banking industry
      as a whole at the present time, when measured by net charge-offs of 0.57%
      of average loans in 2008 and non-performing loans totaling 0.45% of total
      loans at December 31, 2008. See “Financial Condition – Non-Performing
      Assets.”





·
            The
      Company’s allowance for loan losses increased by $1.55 million to 1.7% of
      total loans, reflecting a conservative approach to providing for loan
      losses. See “Results of Operations – Provision and Allowance for Loan
      Losses.”





·
            The
      Company’s core deposits increased 9.4% as customers continued to realize
      that the Bank was one of the most “safe and sound” in its market
      territory. See “Financial Condition – Deposits.” In addition, in December
      2008 the Bank elected to participate in the provisions of the FDIC’s
      Temporary Liquidity Guarantee Program that provide full FDIC deposit
      insurance on all non-interest bearing transaction accounts even if they
      exceed the deposit insurance limit of $250,000 on other types of deposit
      accounts. See “Part I, Item 1. Business - Supervision and
      Regulation.”





As a
result of this strong earnings performance, capital position, and asset quality,
stockholders have benefited well in excess of overall bank and bank holding
company stock market returns over the past five years:





·
            Cash
      Dividends per Share, restated for stock dividends issued, have increased
      55.5% since 2004, and totaled $43.43 per share over the five-year
      period.





·
            The
      total return on the Company’s stock over the past five years compares very
      favorably to overall stock market returns as represented by the Hemscott
      Group Index of Banks and Bank Holding Companies. See “Item 5. Market for
      Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Security - Performance
  Graphs.”





·
            The
      Company did not dilute existing common stockholders by participating in
      the Federal Government’s 2008 TARP capital purchase
      program.  See “Part I, Item 1A. Risk
  Factors.”





Looking
Forward: 2009 and Beyond


In
management’s opinion, the following key issues will influence the financial
results of the Company in 2009 and future years:





·
            The
      Company’s results can be significantly influenced by changes in the credit
      quality of its borrowers. Non-performing loans totaled $5.3 million or
      0.45% of total loans at December 31, 2008. Management believes that these
      levels are adequately covered by the Company’s $20.0 million allowance for
      loan losses as of December 31, 2008. See “Results of Operations -
      Provision and Allowance for Loan Losses” and “Financial Condition -
      Non-Performing Assets.” The Company’s provision for loan losses was $2.6
      million in the fourth quarter of 2008 resulting in a total of $8.0 million
      for the full year, a significant increase over $1.5 million in 2007. Given
      the rapidly recessing economy in the United States, California, and
      particularly the Central Valley, an increasing number of the Company’s
      borrowers are reflecting the impact of the recession. As a result, the
      Company anticipates that loan loss provisions at or above 2008 levels may
      be required throughout 2009 and possibly 2010. See “Part I, Item 1A. Risk
      Factors.”





23
 Table of Contents




·
            The
      Company’s earnings are sensitive to changes in market interest rates. See
      “Item 7A. Quantitative and Qualitative Disclosures About Market Risk -
      Interest Rate Risk.”





-
            Between
      2004 and 2006, as a result of the FRB increasing market interest rates,
      the Company’s net interest margin improved approximately 81 basis points
      to a high of 5.37% in the first quarter of
2006.


-
            Once
      short-term market rates stabilized in 2006, since increases in the
      Company’s deposit rates typically lag behind increases in loan rates, the
      Company’s net interest margin dropped by 48 bps to 4.89% in the second
      quarter of 2007.


-
            In
      September 2007, the FRB began decreasing short-term market rates,
      resulting in further pressure on the Company’s net interest margin, which
      declined to 4.83% in the fourth quarter of
2008.


-
            In
      addition to changes in market interest rates, the Company’s net interest
      margin has come under pressure from: (1) aggressive competitor pricing
      strategies for both loans and deposits to which the Company needs to
      respond in order to retain key customers; and (2) changes in deposit mix
      as customers move funds from low or non-interest bearing transaction and
      savings accounts to higher yielding time
  deposits.





In
addition to the preceding issues, management has reviewed the Company’s existing
branch delivery system, along with the availability and desirability of
additional branch locations, and, beginning in 2003, initiated a branch
expansion, relocation and renovation program. Between 2003 and 2006, five new
branches were opened in Modesto, Galt, Sacramento, Lodi, and Stockton, and
several other branches underwent major renovations. The downtown Turlock branch
was relocated to a new facility in 2008. The Company’s first branch in Merced
opened in February 2009. In management’s opinion, these moves are integral to
the long-term strategic positioning of the Company.





The
Company currently estimates that the total capital expenditures associated with
this multi-year branch program will be in excess of $15 million, which will
result in an increase in the Company’s future occupancy expense as compared to
prior years. Approximately $12 million has been spent as of December 31, 2008.
In addition, the increased staffing and other operating expenses associated with
these new branches will place pressure on the Company’s earnings over the next
24-36 months, the timeframe in which a branch is estimated to reach
break-even.





Results
of Operations





The
following discussion and analysis is intended to provide a better understanding
of Farmers & Merchants Bancorp and its subsidiaries’ performance during each
of the years in the three-year period ended December 31, 2008, and the material
changes in financial condition, operating income, and expense of the Company and
its subsidiaries as shown in the accompanying financial statements.





Net
Interest Income/Net Interest Margin


The
tables on the following pages reflect the Company's average balance sheets and
volume and rate analysis for the years ending 2008, 2007 and 2006. Average
balance amounts for assets and liabilities are the computed average of daily
balances.





24
 Table of Contents





Farmers
& Merchants Bancorp


Year-to-Date
Average Balances and Interest Rates


(Interest
and Rates on a Taxable Equivalent Basis)


(in
thousands)





Year
      Ended December 31,2008Assets
                                                                                                                                  
                                                                                                                                  Balance
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  Interest
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  RateFederal
      Funds Sold and Securities Purchased Under Agreements to
    Resell
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  16,642
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  424
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  2.55
                                                                                                                                  %Investment
      Securities Available-for-SaleU.S.
      Agencies
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  601
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  23
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  3.83
                                                                                                                                  %Municipals
      - Non-Taxable
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  9,277
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  703
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  7.57
                                                                                                                                  %Mortgage
      Backed Securities
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  187,686
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  10,078
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  5.37
                                                                                                                                  %Other
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  3,508
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  266
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  7.58
                                                                                                                                  %Total
      Investment Securities Available-for-Sale
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  201,072
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  11,070
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  5.51
                                                                                                                                  %Investment
      Securities Held-to-MaturityU.S.
      Agencies
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  27,567
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,154
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  4.19
                                                                                                                                  %Municipals
      - Non-Taxable
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  66,538
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  3,879
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  5.83
                                                                                                                                  %Mortgage
      Backed Securities
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  5,926
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  229
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  3.86
                                                                                                                                  %Other
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,997
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  52
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  2.60
                                                                                                                                  %Total
      Investment Securities Held-to-Maturity
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  102,028
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  5,314
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  5.21
                                                                                                                                  %LoansReal
      Estate
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  663,336
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  45,781
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  6.90
                                                                                                                                  %Home
      Equity
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  65,356
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  4,343
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  6.65
                                                                                                                                  %Agricultural
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  183,644
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  12,988
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  7.07
                                                                                                                                  %Commercial
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  202,001
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  13,574
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  6.72
                                                                                                                                  %Consumer
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  12,328
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  958
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  7.77
                                                                                                                                  %Credit
      Card
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  2,624
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  265
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  10.10
                                                                                                                                  %Municipal
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,184
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  15
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1.27
                                                                                                                                  %Total
      Loans
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,130,473
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  77,924
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  6.89
                                                                                                                                  %Total
      Earning Assets
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,450,215
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  94,732
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  6.53
                                                                                                                                  %Unrealized
      Gain (Loss) on Securities Available-for-Sale
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,565Allowance
      for Loan Losses
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (18,741
                                                                                                                                  )Cash
      and Due From Banks
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  43,796All
      Other Assets
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  104,646Total
      Assets
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  1,581,481Liabilities
      & Shareholders' EquityInterest
      Bearing DepositsInterest
      Bearing DDA
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  132,686
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  125
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  0.09
                                                                                                                                  %Savings
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  331,879
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  3,647
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1.10
                                                                                                                                  %Time
      Deposits
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  606,738
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  18,602
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  3.07
                                                                                                                                  %Total
      Interest Bearing Deposits
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,071,303
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  22,374
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  2.09
                                                                                                                                  %Securities
      Sold Under Agreement to Repurchase
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  43,607
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,528
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  3.50
                                                                                                                                  %Other
      Borrowed Funds
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  8,329
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  245
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  2.94
                                                                                                                                  %Subordinated
      Debt
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  10,310
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  637
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  6.18
                                                                                                                                  %Total
      Interest Bearing Liabilities
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,133,549
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  24,784
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  2.19
                                                                                                                                  %Interest
      Rate Spread
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  4.35
                                                                                                                                  %Demand
      Deposits
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  271,994All
      Other Liabilities
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  26,347Total
      Liabilities
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,431,890Shareholders'
      Equity
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  149,591Total
      Liabilities & Shareholders' Equity
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  1,581,481Impact
      of Non-Interest Bearing Deposits and Other Liabilities
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  0.48
                                                                                                                                  %Net
      Interest Income and Margin on Total Earning Assets
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  69,948
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  4.82
                                                                                                                                  %Tax
      Equivalent Adjustment
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (1,524
                                                                                                                                  )Net
      Interest Income
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  68,424
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  4.72
                                                                                                                                  %





Notes:  Yields
on municipal securities have been calculated on a fully taxable equivalent
basis.  Loan interest income includes fee income and unearned discount
in the amount of $2.2 million for the year ended December 31, 2008. Non-accrual
loans and lease financing receivables have been included in the average
balances. Yields on securities available-for-sale are based on historical
cost.





25
 Table of Contents





Farmers
& Merchants Bancorp


Year-to-Date
Average Balances and Interest Rates


(Interest
and Rates on a Taxable Equivalent Basis)


(in
thousands)





Year
      Ended December 31,2007Assets
                                                                                                                  
                                                                                                                  Balance
                                                                                                                  
                                                                                                                  
                                                                                                                  Interest
                                                                                                                  
                                                                                                                  
                                                                                                                  RateFederal
      Funds Sold and Securities Purchased Under Agreements to
    Resell
                                                                                                                  
                                                                                                                  $
                                                                                                                  10,443
                                                                                                                  
                                                                                                                  
                                                                                                                  $
                                                                                                                  538
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  5.15
                                                                                                                  %Investment
      Securities Available-for-SaleU.S.
      Agencies
                                                                                                                  
                                                                                                                  
                                                                                                                  -
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  -
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  0.00
                                                                                                                  %Municipals
      - Non-Taxable
                                                                                                                  
                                                                                                                  
                                                                                                                  11,065
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  786
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  7.10
                                                                                                                  %Mortgage
      Backed Securities
                                                                                                                  
                                                                                                                  
                                                                                                                  114,984
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  5,995
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  5.21
                                                                                                                  %Other
                                                                                                                  
                                                                                                                  
                                                                                                                  6,315
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  297
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  4.70
                                                                                                                  %Total
      Investment Securities Available-for-Sale
                                                                                                                  
                                                                                                                  
                                                                                                                  132,364
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  7,078
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  5.35
                                                                                                                  %Investment
      Securities Held-to-MaturityU.S.
      Agencies
                                                                                                                  
                                                                                                                  
                                                                                                                  30,490
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  1,271
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  4.17
                                                                                                                  %Municipals
      - Non-Taxable
                                                                                                                  
                                                                                                                  
                                                                                                                  68,987
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  4,005
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  5.81
                                                                                                                  %Mortgage
      Backed Securities
                                                                                                                  
                                                                                                                  
                                                                                                                  7,700
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  295
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  3.83
                                                                                                                  %Other
                                                                                                                  
                                                                                                                  
                                                                                                                  2,100
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  61
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  2.90
                                                                                                                  %Total
      Investment Securities Held-to-Maturity
                                                                                                                  
                                                                                                                  
                                                                                                                  109,277
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  5,632
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  5.15
                                                                                                                  %LoansReal
      Estate
                                                                                                                  
                                                                                                                  
                                                                                                                  628,490
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  45,917
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  7.31
                                                                                                                  %Home
      Equity
                                                                                                                  
                                                                                                                  
                                                                                                                  65,975
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  5,188
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  7.86
                                                                                                                  %Agricultural
                                                                                                                  
                                                                                                                  
                                                                                                                  195,482
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  16,417
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  8.40
                                                                                                                  %Commercial
                                                                                                                  
                                                                                                                  
                                                                                                                  180,006
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  14,823
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  8.23
                                                                                                                  %Consumer
                                                                                                                  
                                                                                                                  
                                                                                                                  13,493
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  1,184
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  8.77
                                                                                                                  %Credit
      Card
                                                                                                                  
                                                                                                                  
                                                                                                                  5,435
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  537
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  9.88
                                                                                                                  %Other
                                                                                                                  
                                                                                                                  
                                                                                                                  1,102
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  15
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  1.36
                                                                                                                  %Total
      Loans
                                                                                                                  
                                                                                                                  
                                                                                                                  1,089,983
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  84,081
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  7.71
                                                                                                                  %Total
      Earning Assets
                                                                                                                  
                                                                                                                  
                                                                                                                  1,342,067
                                                                                                                  
                                                                                                                  
                                                                                                                  $
                                                                                                                  97,329
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  7.25
                                                                                                                  %Unrealized
      Gain (Loss) on Securities Available-for-Sale
                                                                                                                  
                                                                                                                  
                                                                                                                  (1,232
                                                                                                                  )Allowance
      for Loan Losses
                                                                                                                  
                                                                                                                  
                                                                                                                  (17,940
                                                                                                                  )Cash
      and Due From Banks
                                                                                                                  
                                                                                                                  
                                                                                                                  38,761All
      Other Assets
                                                                                                                  
                                                                                                                  
                                                                                                                  92,389Total
      Assets
                                                                                                                  
                                                                                                                  $
                                                                                                                  1,454,045Liabilities
      & Shareholders' EquityInterest
      Bearing DepositsInterest
      Bearing DDA
                                                                                                                  
                                                                                                                  $
                                                                                                                  130,723
                                                                                                                  
                                                                                                                  
                                                                                                                  $
                                                                                                                  102
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  0.08
                                                                                                                  %Savings
                                                                                                                  
                                                                                                                  
                                                                                                                  290,611
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  4,386
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  1.51
                                                                                                                  %Time
      Deposits
                                                                                                                  
                                                                                                                  
                                                                                                                  554,936
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  25,472
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  4.59
                                                                                                                  %Total
      Interest Bearing Deposits
                                                                                                                  
                                                                                                                  
                                                                                                                  976,270
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  29,960
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  3.07
                                                                                                                  %Securities
      Sold Under Agreement to Repurchase
                                                                                                                  
                                                                                                                  
                                                                                                                  0
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  0
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  0.00
                                                                                                                  %Other
      Borrowed Funds
                                                                                                                  
                                                                                                                  
                                                                                                                  26,428
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  1,397
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  5.29
                                                                                                                  %Subordinated
      Debt
                                                                                                                  
                                                                                                                  
                                                                                                                  10,310
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  868
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  8.42
                                                                                                                  %Total
      Interest Bearing Liabilities
                                                                                                                  
                                                                                                                  
                                                                                                                  1,013,008
                                                                                                                  
                                                                                                                  
                                                                                                                  $
                                                                                                                  32,225
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  3.18
                                                                                                                  %Interest
      Rate Spread
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  4.07
                                                                                                                  %Demand
      Deposits
                                                                                                                  
                                                                                                                  
                                                                                                                  278,625All
      Other Liabilities
                                                                                                                  
                                                                                                                  
                                                                                                                  22,836Total
      Liabilities
                                                                                                                  
                                                                                                                  
                                                                                                                  1,314,469Shareholders'
      Equity
                                                                                                                  
                                                                                                                  
                                                                                                                  139,576Total
      Liabilities & Shareholders' Equity
                                                                                                                  
                                                                                                                  $
                                                                                                                  1,454,045Impact
      of Non-Interest Bearing Deposits and Other Liabilities
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  0.78
                                                                                                                  %Net
      Interest Income and Margin on Total Earning Assets
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  65,104
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  4.85
                                                                                                                  %Tax
      Equivalent Adjustment
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  (1,554
                                                                                                                  )Net
      Interest Income
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  $
                                                                                                                  63,550
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  4.74
                                                                                                                  %





Notes:  Yields
on municipal securities have been calculated on a fully taxable equivalent
basis.  Loan interest income includes fee income and unearned discount
in the amount of $2.2 million for the year ended December 31, 2007. Non-accrual
loans and lease financing receivables have been included in the average
balances. Yields on securities available-for-sale are based on historical
cost.





26
 Table of Contents





Farmers
& Merchants Bancorp


Year-to-Date
Average Balances and Interest Rates


(Interest
and Rates on a Taxable Equivalent Basis)


(in
thousands)





Year
      Ended December 31,2006Assets
                                                                                                                
                                                                                                                Balance
                                                                                                                
                                                                                                                
                                                                                                                Interest
                                                                                                                
                                                                                                                
                                                                                                                RateFederal
      Funds Sold and Securities Purchased Under Agreements to
    Resell
                                                                                                                
                                                                                                                $
                                                                                                                1,030
                                                                                                                
                                                                                                                
                                                                                                                $
                                                                                                                49
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                4.76
                                                                                                                %Investment
      Securities Available-for-SaleU.S.
      Agencies
                                                                                                                
                                                                                                                
                                                                                                                27,295
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                1,112
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                4.07
                                                                                                                %Municipals
      - Non-Taxable
                                                                                                                
                                                                                                                
                                                                                                                15,121
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                957
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                6.33
                                                                                                                %Mortgage-backed
      Securities
                                                                                                                
                                                                                                                
                                                                                                                103,763
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                4,981
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                4.80
                                                                                                                %Other
                                                                                                                
                                                                                                                
                                                                                                                6,870
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                385
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                5.60
                                                                                                                %Total
      Investment Securities Available-for-Sale
                                                                                                                
                                                                                                                
                                                                                                                153,049
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                7,435
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                4.86
                                                                                                                %Investment
      Securities Held-to-MaturityU.S.
      Agencies
                                                                                                                
                                                                                                                
                                                                                                                30,593
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                1,270
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                4.15
                                                                                                                %Municipals
      - Non-Taxable
                                                                                                                
                                                                                                                
                                                                                                                67,490
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                3,947
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                5.85
                                                                                                                %Mortgage-backed
      Securities
                                                                                                                
                                                                                                                
                                                                                                                9,785
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                375
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                3.83
                                                                                                                %Other
                                                                                                                
                                                                                                                
                                                                                                                2,120
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                62
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                2.92
                                                                                                                %Total
      Investment Securities Held-to-Maturity
                                                                                                                
                                                                                                                
                                                                                                                109,988
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                5,654
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                5.14
                                                                                                                %LoansReal
      Estate
                                                                                                                
                                                                                                                
                                                                                                                567,479
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                40,915
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                7.21
                                                                                                                %Home
      Equity
                                                                                                                
                                                                                                                
                                                                                                                67,251
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                5,356
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                7.96
                                                                                                                %Agricultural
                                                                                                                
                                                                                                                
                                                                                                                164,897
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                13,843
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                8.39
                                                                                                                %Commercial
                                                                                                                
                                                                                                                
                                                                                                                178,528
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                14,976
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                8.39
                                                                                                                %Consumer
                                                                                                                
                                                                                                                
                                                                                                                13,587
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                1,205
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                8.87
                                                                                                                %Credit
      Card
                                                                                                                
                                                                                                                
                                                                                                                5,445
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                536
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                9.84
                                                                                                                %Municipal
                                                                                                                
                                                                                                                
                                                                                                                1,215
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                41
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                3.37
                                                                                                                %Total
      Loans
                                                                                                                
                                                                                                                
                                                                                                                998,402
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                76,872
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                7.70
                                                                                                                %Total
      Earning Assets
                                                                                                                
                                                                                                                
                                                                                                                1,262,469
                                                                                                                
                                                                                                                
                                                                                                                $
                                                                                                                90,010
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                7.13
                                                                                                                %Unrealized
      Gain (Loss) on Securities Available-for-Sale
                                                                                                                
                                                                                                                
                                                                                                                (3,629
                                                                                                                )Allowance
      for Loan Losses
                                                                                                                
                                                                                                                
                                                                                                                (18,280
                                                                                                                )Cash
      and Due From Banks
                                                                                                                
                                                                                                                
                                                                                                                37,906All
      Other Assets
                                                                                                                
                                                                                                                
                                                                                                                83,238Total
      Assets
                                                                                                                
                                                                                                                $
                                                                                                                1,361,704Liabilities
      & Shareholders' EquityInterest
      Bearing DepositsInterest
      Bearing DDA
                                                                                                                
                                                                                                                $
                                                                                                                128,199
                                                                                                                
                                                                                                                
                                                                                                                $
                                                                                                                89
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                0.07
                                                                                                                %Savings
                                                                                                                
                                                                                                                
                                                                                                                277,185
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                2,310
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                0.83
                                                                                                                %Time
      Deposits
                                                                                                                
                                                                                                                
                                                                                                                424,745
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                16,231
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                3.82
                                                                                                                %Total
      Interest Bearing Deposits
                                                                                                                
                                                                                                                
                                                                                                                830,129
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                18,630
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                2.24
                                                                                                                %Other
      Borrowed Funds
                                                                                                                
                                                                                                                
                                                                                                                99,484
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                5,164
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                5.19
                                                                                                                %Subordinated
      Debt
                                                                                                                
                                                                                                                
                                                                                                                10,310
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                827
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                8.02
                                                                                                                %Total
      Interest Bearing Liabilities
                                                                                                                
                                                                                                                
                                                                                                                939,923
                                                                                                                
                                                                                                                
                                                                                                                $
                                                                                                                24,621
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                2.62
                                                                                                                %Interest
      Rate Spread
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                4.51
                                                                                                                %Demand
      Deposits
                                                                                                                
                                                                                                                
                                                                                                                276,289All
      Other Liabilities
                                                                                                                
                                                                                                                
                                                                                                                17,824Total
      Liabilities
                                                                                                                
                                                                                                                
                                                                                                                1,234,036Shareholders'
      Equity
                                                                                                                
                                                                                                                
                                                                                                                127,668Total
      Liabilities & Shareholders' Equity
                                                                                                                
                                                                                                                $
                                                                                                                1,361,704Impact
      of Non-Interest Bearing Deposits and Other Liabilities
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                0.67
                                                                                                                %Net
      Interest Income and Margin on Total Earning Assets
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                65,389
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                5.18
                                                                                                                %Tax
      Equivalent Adjustment
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                (1,614
                                                                                                                )Net
      Interest Income
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                $
                                                                                                                63,775
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                5.05
                                                                                                                %





Notes:  Yields
on municipal securities have been calculated on a fully taxable equivalent
basis.  Loan interest income includes fee income and unearned discount
of $2.7 million for the year ended December 31, 2006. Non-accrual loans and
lease financing receivables have been included in the average
balances.  Yields on securities available-for-sale are based on
historical cost.





27
 Table of Contents





Farmers
& Merchants Bancorp


Volume
and Rate Analysis of Net Interest Revenue


(Interest
      and Rates on a Taxable Equivalent Basis)
                    
                    2008
      versus 2007(in
      thousands)
                    
                    Amount
      of Increase(Decrease)
      Due to Change in:Interest
      Earning Assets
                    
                    Volume
                    
                    
                    Rate
                    
                    
                    Net
      Chg.Federal
      Funds Sold
                    
                    $
                    232
                    
                    
                    
                    (346
                    )
                    
                    $
                    (114
                    )Investment
      Securities Available-for-SaleU.S.
      Agencies
                    
                    
                    23
                    
                    
                    
                    -
                    
                    
                    
                    23Municipals
      - Non-Taxable
                    
                    
                    (133
                    )
                    
                    
                    50
                    
                    
                    
                    (83
                    )Mortgage-backed
      Securities
                    
                    
                    3,899
                    
                    
                    
                    184
                    
                    
                    
                    4,083Other
                    
                    
                    (166
                    )
                    
                    
                    135
                    
                    
                    
                    (31
                    )Total
      Investment Securities Available-for-Sale
                    
                    
                    3,623
                    
                    
                    
                    369
                    
                    
                    
                    3,992Investment
      Securities Held-to-MaturityU.S.
      Agencies
                    
                    
                    (122
                    )
                    
                    
                    5
                    
                    
                    
                    (117
                    )Municipals
      - Non-Taxable
                    
                    
                    (143
                    )
                    
                    
                    17
                    
                    
                    
                    (126
                    )Mortgage-backed
      Securities
                    
                    
                    (69
                    )
                    
                    
                    3
                    
                    
                    
                    (66
                    )Other
                    
                    
                    (3
                    )
                    
                    
                    (6
                    )
                    
                    
                    (9
                    )Total
      Investment Securities Held-to-Maturity
                    
                    
                    (337
                    )
                    
                    
                    19
                    
                    
                    
                    (318
                    )Loans:Real
      Estate
                    
                    
                    2,475
                    
                    
                    
                    (2,611
                    )
                    
                    
                    (136
                    )Home
      Equity
                    
                    
                    (49
                    )
                    
                    
                    (796
                    )
                    
                    
                    (845
                    )Agricultural
                    
                    
                    (950
                    )
                    
                    
                    (2,479
                    )
                    
                    
                    (3,429
                    )Commercial
                    
                    
                    1,678
                    
                    
                    
                    (2,927
                    )
                    
                    
                    (1,249
                    )Consumer
                    
                    
                    (98
                    )
                    
                    
                    (128
                    )
                    
                    
                    (226
                    )Credit
      Card
                    
                    
                    (284
                    )
                    
                    
                    12
                    
                    
                    
                    (272
                    )Other
                    
                    
                    1
                    
                    
                    
                    (1
                    )
                    
                    
                    -Total
      Loans
                    
                    
                    2,773
                    
                    
                    
                    (8,930
                    )
                    
                    
                    (6,157
                    )Total
      Earning Assets
                    
                    
                    6,291
                    
                    
                    
                    (8,888
                    )
                    
                    
                    (2,597
                    )Interest
      Bearing LiabilitiesInterest
      Bearing Deposits:Interest
      Bearing DDA
                    
                    
                    2
                    
                    
                    
                    21
                    
                    
                    
                    23Savings
                    
                    
                    564
                    
                    
                    
                    (1,303
                    )
                    
                    
                    (739
                    )Time
      Deposits
                    
                    
                    2,204
                    
                    
                    
                    (9,074
                    )
                    
                    
                    (6,870
                    )Total
      Interest Bearing Deposits
                    
                    
                    2,770
                    
                    
                    
                    (10,356
                    )
                    
                    
                    (7,586
                    )Securities
      Sold Under Agreement to Repurchase
                    
                    
                    1,528
                    
                    
                    
                    -
                    
                    
                    
                    1,528Other
      Borrowed Funds
                    
                    
                    (699
                    )
                    
                    
                    (453
                    )
                    
                    
                    (1,152
                    )Subordinated
      Debt
                    
                    
                    -
                    
                    
                    
                    (231
                    )
                    
                    
                    (231
                    )Total
      Interest Bearing Liabilities
                    
                    
                    3,599
                    
                    
                    
                    (11,040
                    )
                    
                    
                    (7,441
                    )Total
      Change
                    
                    $
                    2,692
                    
                    
                    $
                    2,152
                    
                    
                    $
                    4,844





Notes:  Rate/volume
variance is allocated based on the percentage relationship of changes in volume
and changes in rate to the total "net change."  The above figures have
been rounded to the nearest whole number.





28
 Table of Contents





Farmers
& Merchants Bancorp


Volume
and Rate Analysis of Net Interest Revenue


(Interest
      and Rates on a Taxable Equivalent Basis)
                    
                    2007
      versus 2006(in
      thousands)
                    
                    Amount
      of Increase(Decrease)
      Due to Change in:Interest
      Earning Assets
                    
                    Volume
                    
                    
                    Rate
                    
                    
                    Net
      Chg.Federal
      Funds Sold
                    
                    $
                    485
                    
                    
                    $
                    4
                    
                    
                    $
                    489Investment
      Securities Available-for-SaleU.S.
      Agencies
                    
                    
                    (1,112
                    )
                    
                    
                    -
                    
                    
                    
                    (1,112
                    )Municipals
      - Non-Taxable
                    
                    
                    (278
                    )
                    
                    
                    107
                    
                    
                    
                    (171
                    )Mortgage-backed
      Securities
                    
                    
                    564
                    
                    
                    
                    450
                    
                    
                    
                    1,014Other
                    
                    
                    (29
                    )
                    
                    
                    (59
                    )
                    
                    
                    (88
                    )Total
      Investment Securities Available-for-Sale
                    
                    
                    (855
                    )
                    
                    
                    498
                    
                    
                    
                    (357
                    )Investment
      Securities Held-to-MaturityU.S.
      Agencies
                    
                    
                    (4
                    )
                    
                    
                    5
                    
                    
                    
                    1Municipals
      - Non-Taxable
                    
                    
                    87
                    
                    
                    
                    (29
                    )
                    
                    
                    58Mortgage-backed
      Securities
                    
                    
                    (80
                    )
                    
                    
                    -
                    
                    
                    
                    (80
                    )Other
                    
                    
                    (1
                    )
                    
                    
                    -
                    
                    
                    
                    (1
                    )Total
      Investment Securities Held-to-Maturity
                    
                    
                    2
                    
                    
                    
                    (24
                    )
                    
                    
                    (22
                    )Loans:Real
      Estate
                    
                    
                    4,451
                    
                    
                    
                    551
                    
                    
                    
                    5,002Home
      Equity
                    
                    
                    (101
                    )
                    
                    
                    (67
                    )
                    
                    
                    (168
                    )Agricultural
                    
                    
                    2,569
                    
                    
                    
                    5
                    
                    
                    
                    2,574Commercial
                    
                    
                    124
                    
                    
                    
                    (277
                    )
                    
                    
                    (153
                    )Consumer
                    
                    
                    (8
                    )
                    
                    
                    (13
                    )
                    
                    
                    (21
                    )Credit
      Card
                    
                    
                    (1
                    )
                    
                    
                    2
                    
                    
                    
                    1Other
                    
                    
                    (4
                    )
                    
                    
                    (22
                    )
                    
                    
                    (26
                    )Total
      Loans
                    
                    
                    7,030
                    
                    
                    
                    179
                    
                    
                    
                    7,209Total
      Earning Assets
                    
                    
                    6,662
                    
                    
                    
                    657
                    
                    
                    
                    7,319Interest
      Bearing LiabilitiesInterest
      Bearing Deposits:Interest
      Bearing DDA
                    
                    
                    2
                    
                    
                    
                    11
                    
                    
                    
                    13Savings
                    
                    
                    117
                    
                    
                    
                    1,959
                    
                    
                    
                    2,076Time
      Deposits
                    
                    
                    5,579
                    
                    
                    
                    3,662
                    
                    
                    
                    9,241Total
      Interest Bearing Deposits
                    
                    
                    5,698
                    
                    
                    
                    5,632
                    
                    
                    
                    11,330Other
      Borrowed Funds
                    
                    
                    (3,860
                    )
                    
                    
                    93
                    
                    
                    
                    (3,767
                    )Subordinated
      Debt
                    
                    
                    -
                    
                    
                    
                    41
                    
                    
                    
                    41Total
      Interest Bearing Liabilities
                    
                    
                    1,838
                    
                    
                    
                    5,766
                    
                    
                    
                    7,604Total
      Change
                    
                    $
                    4,824
                    
                    
                    $
                    (5,109
                    )
                    
                    $
                    (285
                    )





Notes:  Rate/volume
variance is allocated based on the percentage relationship of changes in volume
and changes in rate to the total "net change."  The above figures have
been rounded to the nearest whole number.





29
 Table of Contents





Net
interest income is the amount by which the interest and fees on loans and other
interest earning assets exceed the interest paid on interest bearing sources of
funds. For the purpose of analysis, the interest earned on tax-exempt
investments and municipal loans is adjusted to an amount comparable to interest
subject to normal income taxes. This adjustment is referred to as “tax
equivalent” adjustment and is noted wherever applicable.





The
Volume and Rate Analysis of Net Interest Income summarizes the changes in
interest income and interest expense based on changes in average asset and
liability balances (volume) and changes in average rates (rate). For each
category of interest-earning assets and interest-bearing liabilities,
information is provided with respect to changes attributable to:
(1) changes in volume (change in volume multiplied by initial rate);
(2) changes in rate (change in rate multiplied by initial volume); and
(3) changes in rate/volume (allocated in proportion to the respective
volume and rate components).





The
Company’s earning assets and rate sensitive liabilities are subject to repricing
at different times, which exposes the Company to income fluctuations when
interest rates change. In order to minimize income fluctuations, the Company
attempts to match asset and liability maturities. However, some maturity
mismatch is inherent in the asset and liability mix. See “Item 7A. Quantitative
and Qualitative Disclosures About Market Risk - Interest Rate
Risk.”





2008 Compared to
2007


Net
interest income increased 7.7% to $68.4 million during 2008. During 2007 net
interest income was $63.6 million, representing a decrease of 0.4% from 2006. On
a fully tax equivalent basis, net interest income increased 7.4% and totaled
$69.9 million during 2008 compared to $65.1 million for 2007. As more fully
discussed below, the increase in net interest income was primarily due to an
8.0% increase in average earning assets.





Net
interest income on a tax equivalent basis, expressed as a percentage of average
total earning assets, is referred to as the net interest margin. For 2008, the
Company’s net interest margin was 4.82% compared to 4.85% in 2007. Recent trends
in: (1) market interest rates; and (2) competitive pricing of both loans and
deposits will continue, in management’s opinion, to place pressure on the
Company’s net interest margin in future quarters. See “Overview – Looking
Forward: 2009 and Beyond” for a discussion of factors impacting the Company’s
future net interest margin.





Loans,
generally the Company’s highest earning assets, increased $36.4 million as of
December 31, 2008, compared to December 31, 2007. See “Financial Condition –
Loans” for further discussion of this increase. On an average balance basis,
loans increased by $40.5 million for the year ended December 31, 2008. Loans
decreased from 81.2% of average earning assets during 2007 to 77.9% in 2008. As
a result of decreases in market interest rates from mid-September 2007 through
December 2008 the year-to-date yield on the loan portfolio declined to 6.89% for
the year ended December 31, 2008, compared to 7.71% for the year ended December
31, 2007. Even with the increase in loan balances, the decrease in yield
resulted in interest revenue from loans decreasing 7.3% to $77.9 million for
2008. The Company has been experiencing aggressive competitor pricing for loans
to which it may need to continue to respond in order to retain key customers.
This, in conjunction with recent decreases in market interest rates by the FRB,
could place even greater negative pressure on future loan yields and net
interest margin.





The
investment portfolio is the other main component of the Company’s earning
assets. The Company invests primarily in mortgage-backed securities issued by
government-sponsored entities, U.S. Government Agencies, and high-grade
municipals. Since the risk factor for these types of investments is
significantly lower than that of loans, the yield earned on investments is
generally less than that of loans. Importantly, the Company never invested in
the preferred stock or subordinated debt of Fannie Mae “FNMA” or Freddie Mac
“FHLMC,” securities that caused many banks to incur losses in 2008.





Average
investment securities increased $61.4 million in 2008 compared to the average
balance during 2007.  As of year-end 2008 investment securities were
$116.1 million greater than at year-end 2007.   See “Financial
Condition – Investment Securities” for a discussion of the Company’s investment
strategy in 2008.   Interest income on securities increased $3.7
million to $16.4 million for the year ended December 31, 2008, compared to $12.7
million for the year ended December 31, 2007. The average yield, on a tax
equivalent basis, in the investment portfolio was 5.4% in 2008 compared to 5.3%
in 2007. Net interest income on the Schedule of Year-to-Date Average Balances
and Interest Rates shown on a tax equivalent basis, which is higher than net
interest income as reflected on the Consolidated Statement of Income because of
adjustments that relate to income on securities that are exempt from federal
income taxes.





30
 Table of Contents





Average
interest-bearing sources of funds increased $120.5 million or 11.9% during 2008.
Of that increase, securities sold under agreement to repurchase, a new borrowing
added during the first quarter of 2008 to manage the Company’s interest rate
risk, increased $43.6 million, and interest-bearing deposits increased $95.0
million.





During
2008 the Company was able to grow average interest bearing deposits by $95.0
million. The increase was primarily in time and savings deposits, which grew
$93.1 million, as lower cost interest bearing DDA increased by $1.9 million. See
“Financial Condition – Deposits” for a discussion of trends in the Company’s
deposit base. Total interest expense on deposits was $22.4 million in 2008 as
compared to $30.0 million in 2007. The average rate paid on interest-bearing
deposits was 2.1% in 2008 and 3.1% in 2007. Since September 2007 the FRB has
been lowering market rates. The Company has begun to feel this beneficial impact
as the average rate paid on interest-bearing deposits declined to 1.6% in
December 2008. The Company anticipates that this decline in deposit rates will
continue into 2009.  See “Overview – Looking Forward: 2009 and Beyond”
for a discussion of factors impacting the Company’s future deposit rates and
their impact on net interest margin.





2007 Compared to
2006


Net
interest income decreased 0.4% to $63.6 million during 2007. During 2006 net
interest income was $63.8 million, representing an increase of 9.2% from 2005.
On a fully tax equivalent basis, net interest income decreased 0.4% and totaled
$65.1 million during 2007, compared to $65.4 million for 2006. As more fully
discussed below, the decrease in net interest income was primarily due to
increasing deposit costs, but, beginning in September 2007 the FRB began
dropping market interest rates which has resulted in declining loan yields
during the fourth quarter of 2007, a trend that continued into
2008.





Net
interest income on a tax equivalent basis, expressed as a percentage of average
total earning assets, is referred to as the net interest margin. For 2007, the
Company’s net interest margin was 4.85% compared to 5.18% in 2006. Recent trends
in: (1) market interest rates; and (2) competitive pricing of both loans and
deposits continued to place pressure on the Company’s net interest
margin.





Loans,
generally the Company’s highest earning assets, increased $94.0 million as of
December 31, 2007, compared to December 31, 2006. On an average balance basis,
loans increased by $91.6 million for the year ended December 31, 2007. As a
result of this loan growth, the mix of the Company’s earning assets improved as
loans increased from 79.1% of average earning assets during 2006 to 81.2% in
2007. Despite decreases in market rates from mid- September through December
2007 the year-to-date yield on the loan portfolio remained almost unchanged at
7.71% for the year ended December 31, 2007, compared to 7.70% for the year ended
December 31, 2006. Some of this resilience in loan yields is due to pricing
floors that the Bank had placed in some of its customer loan agreements.
However, these floors typically expire annually and are renegotiated based upon
current market conditions. Even with no increase in yield, the growth in loan
balances resulted in interest revenue from loans increasing 9.4% to $84.1
million for 2007. The Company experienced aggressive competitor pricing for
loans to which it continued to respond in order to retain key customers. This,
in conjunction with decreases in market interest rates by the FRB, placed even
greater negative pressure on loan yields and net interest margin.





The
investment portfolio is the other main component of the Company’s earning
assets. The Company invests primarily in mortgage-backed securities issued by
government-sponsored entities, U.S. Government Agencies, and high-grade
municipals. Since the risk factor for these types of investments is
significantly lower than that of loans, the yield earned on investments is
generally less than that of loans.





Average
investment securities decreased $21.4 million in 2007 compared to the average
balance during 2006 reflecting a redeployment to loans. Interest income on
securities decreased $379,000 to $12.7 million for the year ended December 31,
2007, compared to $13.1 million for the year ended December 31, 2006. The
average yield, on a tax equivalent basis, in the investment portfolio was 5.3%
in 2007 compared to 5.0% in 2006. Net interest income on the Schedule of
Year-to-Date Average Balances and Interest Rates shown on a tax equivalent
basis, which is higher than net interest income as reflected on the Consolidated
Statement of Income because of adjustments that relate to income on securities
that are exempt from federal income taxes.





31
 Table of Contents





Average
interest-bearing sources of funds increased $73.1 million or 7.8% during 2007.
Of that increase, average borrowed funds, primarily Federal Home Loan Bank
Advances, decreased $73.0 million, interest-bearing deposits increased $146.1
million, and subordinated debt remained unchanged.





During
2007 the Company was able to grow average interest bearing deposits by $146.1
million. The increase was primarily in time deposits, which grew $130.2 million,
as lower cost savings and interest bearing DDA increased by $15.9 million. Total
interest expense on deposits was $30.0 million in 2007 as compared to $18.6
million in 2006. The average rate paid on interest-bearing deposits was 3.1% in
2007 and 2.2% in 2006. This increase in rates is a result of the lagging impact
of increases in market interest rates that occurred in mid-2004 through
mid-2006. Since September 2007 the FRB has been lowering market rates. The
Company has felt this impact as the average rate paid on interest-bearing
deposits declined to 3.0% in December 2007.





Provision
and Allowance for Loan Losses


As a
financial institution that assumes lending and credit risks as a principal
element of its business, credit losses will be experienced in the normal course
of business. The allowance for loan losses is maintained at a level considered
by management to be adequate to provide for risks inherent in the loan
portfolio. The allowance is increased by provisions charged to operating expense
and reduced by net charge-offs. In determining the adequacy of the allowance for
loan losses, management takes into consideration examinations by the Company’s
supervisory authorities, results of internal credit reviews, financial condition
of borrowers, loan concentrations, prior loan loss experience, and general
economic conditions. The allowance is based on estimates and ultimate losses may
vary from the current estimates. Management reviews these estimates periodically
and, when adjustments are necessary, they are reported in the period in which
they become known.





The
Company has established credit management policies and procedures that govern
both the approval of new loans and the monitoring of the existing portfolio. The
Company manages and controls credit risk through comprehensive underwriting and
approval standards, dollar limits on loans to one borrower, and by restricting
loans made primarily to its principal market area where management believes it
is best able to assess the applicable risk. Additionally, management has
established guidelines to ensure the diversification of the Company’s credit
portfolio such that even within key portfolio sectors such as real estate or
agriculture, the portfolio is diversified across factors such as location,
building type, crop type, etc. See “Item 7A. Quantitative and Qualitative
Disclosures About Market Risk – Credit Risk.” Management reports regularly to
the Board of Directors regarding trends and conditions in the loan portfolio and
regularly conducts credit reviews of individual loans. Loans that are performing
but have shown some signs of weakness are subjected to more stringent reporting
and oversight.





Changes
in the provision for loan losses between years are the result of management’s
evaluation of the adequacy of the allowance for loan losses relative to factors
such as the credit quality of the loan portfolio, loan growth, current loan
losses, and the prevailing economic climate and its effect on borrowers’ ability
to repay loans in accordance with the terms of the notes. The provision for loan
losses totaled $8.0 million in 2008 compared to $1.5 million in 2007 and
$275,000 in 2006. Net charge-offs during 2008 were $6.4 million, $3.9 million of
which related to a second quarter resolution of a problem loan to one of the
Bank’s customers. Net charge-offs represented 0.57% of average loans during
2008, a level that is low compared to the banking industry as a whole at the
present time. See “Critical Accounting Policies and Estimates – Allowance for
Loan Losses” and “Item 7A. Quantitative and Qualitative Disclosures About Market
Risk-Credit Risk” and “Overview – Looking Forward: 2009 and
Beyond.”





As of
December 31, 2008, the allowance for loan losses was $20.0 million, which
represented 1.7% of the total loan balance. At December 31, 2007, the allowance
for loan losses was $18.5 million or 1.6% of the total loan balance. After
reviewing all factors above, management concluded that the allowance for loan
losses as of December 31, 2008, was adequate.





32
 Table of Contents





The
following tables summarize the activity and the allocation of the allowance for
losses for the years indicated.





(in
      thousands)
                      
                      2008
                      
                      
                      2007
                      
                      
                      2006
                      
                      
                      2005
                      
                      
                      2004Allowance
      for Loan Losses Beginning of Year
                      
                      $
                      18,483
                      
                      
                      $
                      18,099
                      
                      
                      $
                      17,860
                      
                      
                      $
                      17,727
                      
                      
                      $
                      17,220Provision
      Charged to Expense
                      
                      
                      7,998
                      
                      
                      
                      1,495
                      
                      
                      
                      275
                      
                      
                      
                      425
                      
                      
                      
                      1,275Charge
      Offs:Commercial
      and Agricultural Real Estate
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Real
      Estate Construction
                      
                      
                      4,648
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Residential
      1st Mortgages
                      
                      
                      192
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Home
      Equity Lines and Loans
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Agricultural
                      
                      
                      209
                      
                      
                      
                      254
                      
                      
                      
                      333
                      
                      
                      
                      199
                      
                      
                      
                      5Commercial
                      
                      
                      1,405
                      
                      
                      
                      722
                      
                      
                      
                      121
                      
                      
                      
                      442
                      
                      
                      
                      700Consumer
                      
                      
                      98
                      
                      
                      
                      52
                      
                      
                      
                      41
                      
                      
                      
                      26
                      
                      
                      
                      7Credit
      Card
                      
                      
                      124
                      
                      
                      
                      202
                      
                      
                      
                      284
                      
                      
                      
                      200
                      
                      
                      
                      243Other
                      
                      
                      101
                      
                      
                      
                      143
                      
                      
                      
                      60
                      
                      
                      
                      -
                      
                      
                      
                      -Total
      Charge Offs
                      
                      
                      6,777
                      
                      
                      
                      1,373
                      
                      
                      
                      839
                      
                      
                      
                      867
                      
                      
                      
                      955Recoveries:Commercial
      and Agricultural Real Estate
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Real
      Estate Construction
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Residential
      1st Mortgages
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Home
      Equity Lines and Loans
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Agricultural
                      
                      
                      60
                      
                      
                      
                      79
                      
                      
                      
                      75
                      
                      
                      
                      376
                      
                      
                      
                      26Commercial
                      
                      
                      143
                      
                      
                      
                      30
                      
                      
                      
                      624
                      
                      
                      
                      134
                      
                      
                      
                      209Consumer
                      
                      
                      9
                      
                      
                      
                      11
                      
                      
                      
                      37
                      
                      
                      
                      19
                      
                      
                      
                      32Credit
      Card
                      
                      
                      27
                      
                      
                      
                      42
                      
                      
                      
                      26
                      
                      
                      
                      46
                      
                      
                      
                      31Other
                      
                      
                      91
                      
                      
                      
                      100
                      
                      
                      
                      41
                      
                      
                      
                      -
                      
                      
                      
                      -Total
      Recoveries
                      
                      
                      330
                      
                      
                      
                      262
                      
                      
                      
                      803
                      
                      
                      
                      575
                      
                      
                      
                      298Net
      Charge-Offs
                      
                      
                      (6,447
                      )
                      
                      
                      (1,111
                      )
                      
                      
                      (36
                      )
                      
                      
                      (292
                      )
                      
                      
                      (657
                      )Less
      Reclassification Adjustment*
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (111
                      )Total
      Allowance for Loan Losses
                      
                      $
                      20,034
                      
                      
                      $
                      18,483
                      
                      
                      $
                      18,099
                      
                      
                      $
                      17,860
                      
                      
                      $
                      17,727


*As of
December 31, 2004, the Company reclassified $111,000 of the Allowance for Loan
Losses that pertained to commitments under commercial and standby letters of
credit to the “Other Liabilities” section of the Consolidated Balance
Sheet.





Ratios:Allowance
      for Loan Losses to:Loans
      at Year End
                
                
                1.70
                %
                
                
                1.62
                %
                
                
                1.72
                %
                
                
                1.83
                %
                
                
                2.04
                %Average
      Loans
                
                
                1.77
                %
                
                
                1.70
                %
                
                
                1.81
                %
                
                
                1.98
                %
                
                
                2.15
                %Consolidated
      Net Charge-Offs to:Loans
      at Year End
                
                
                0.55
                %
                
                
                0.10
                %
                
                
                0.00
                %
                
                
                0.03
                %
                
                
                0.08
                %Average
      Loans
                
                
                0.57
                %
                
                
                0.10
                %
                
                
                0.00
                %
                
                
                0.03
                %
                
                
                0.08
                %




33
 Table of Contents





For a
description of the Company's policy regarding the Allowance for Loan Losses, see
Note 1 located in "Item 8. Financial Statements and Supplementary Data." The
table below discloses a breakdown of the allowance for loan losses and the
percent of loans in each category to total loans.





Allowance
      Allocation at December 31,2008
                        
                        
                        2007
                        
                        
                        2006
                        
                        
                        2005
                        
                        
                        2004(in
      thousands)
                        
                        Amount
                        
                        
                        Percent
                        
                        
                        Amount
                        
                        
                        Percent
                        
                        
                        Amount
                        
                        
                        Percent
                        
                        
                        Amount
                        
                        
                        Percent
                        
                        
                        Amount
                        
                        
                        PercentCommercial
      and Ag. Real Estate
                        
                        $
                        5,230
                        
                        
                        
                        0.4
                        %
                        
                        $
                        2,527
                        
                        
                        
                        0.2
                        %
                        
                        $
                        4,175
                        
                        
                        
                        0.4
                        %
                        
                        $
                        3,974
                        
                        
                        
                        0.4
                        %
                        
                        $
                        3,989
                        
                        
                        
                        0.5
                        %Real
      Estate Construction
                        
                        
                        1,514
                        
                        
                        
                        0.1
                        %
                        
                        
                        2,896
                        
                        
                        
                        0.3
                        %
                        
                        
                        880
                        
                        
                        
                        0.1
                        %
                        
                        
                        1,088
                        
                        
                        
                        0.1
                        %
                        
                        
                        427
                        
                        
                        
                        0.0
                        %Residential
      1st Mortgages
                        
                        
                        992
                        
                        
                        
                        0.1
                        %
                        
                        
                        1,652
                        
                        
                        
                        0.1
                        %
                        
                        
                        1,373
                        
                        
                        
                        0.1
                        %
                        
                        
                        1,370
                        
                        
                        
                        0.1
                        %
                        
                        
                        1,147
                        
                        
                        
                        0.1
                        %Home
      Equity Lines and Loans
                        
                        
                        1,781
                        
                        
                        
                        0.2
                        %
                        
                        
                        836
                        
                        
                        
                        0.1
                        %
                        
                        
                        436
                        
                        
                        
                        0.0
                        %
                        
                        
                        416
                        
                        
                        
                        0.0
                        %
                        
                        
                        170
                        
                        
                        
                        0.0
                        %Agricultural
                        
                        
                        4,432
                        
                        
                        
                        0.4
                        %
                        
                        
                        5,335
                        
                        
                        
                        0.5
                        %
                        
                        
                        3,564
                        
                        
                        
                        0.3
                        %
                        
                        
                        1,786
                        
                        
                        
                        0.2
                        %
                        
                        
                        4,342
                        
                        
                        
                        0.5
                        %Commercial
                        
                        
                        4,933
                        
                        
                        
                        0.4
                        %
                        
                        
                        3,923
                        
                        
                        
                        0.3
                        %
                        
                        
                        6,007
                        
                        
                        
                        0.6
                        %
                        
                        
                        8,317
                        
                        
                        
                        0.9
                        %
                        
                        
                        5,849
                        
                        
                        
                        0.7
                        %Consumer
                        
                        
                        698
                        
                        
                        
                        0.1
                        %
                        
                        
                        346
                        
                        
                        
                        0.0
                        %
                        
                        
                        92
                        
                        
                        
                        0.0
                        %
                        
                        
                        89
                        
                        
                        
                        0.0
                        %
                        
                        
                        133
                        
                        
                        
                        0.0
                        %Other
                        
                        
                        228
                        
                        
                        
                        0.0
                        %
                        
                        
                        815
                        
                        
                        
                        0.1
                        %
                        
                        
                        1,199
                        
                        
                        
                        0.1
                        %
                        
                        
                        543
                        
                        
                        
                        0.1
                        %
                        
                        
                        1,312
                        
                        
                        
                        0.2
                        %Unallocated
                        
                        
                        226
                        
                        
                        
                        0.0
                        %
                        
                        
                        153
                        
                        
                        
                        0.0
                        %
                        
                        
                        373
                        
                        
                        
                        0.0
                        %
                        
                        
                        277
                        
                        
                        
                        0.0
                        %
                        
                        
                        358
                        
                        
                        
                        0.0
                        %Total
                        
                        $
                        20,034
                        
                        
                        
                        1.7
                        %
                        
                        $
                        18,483
                        
                        
                        
                        1.6
                        %
                        
                        $
                        18,099
                        
                        
                        
                        1.7
                        %
                        
                        $
                        17,860
                        
                        
                        
                        1.8
                        %
                        
                        $
                        17,727
                        
                        
                        
                        2.0
                        %








Non-Interest
Income


Non-interest
income includes: (1) service charges and fees from deposit accounts; (2) net
gains and losses from investment securities; (3) credit card merchant fees; (4)
ATM fees; (5) investment gains and losses on non-qualified deferred compensation
plans; (6) increases in the cash surrender value of bank owned life insurance;
(7) gains and losses on the sale of loans and/or other business assets; and (8)
fees from other miscellaneous business services.





2008 Compared to
2007


Non-interest
income totaled $16.1 million, an increase of $609,000 or 3.9% from non-interest
income of $15.4 million for 2007.





Service
charges on deposit accounts totaled $7.1 million, a decrease of $143,000 or 1.9%
from service charges on deposit accounts of $7.3 million in 2007. This decrease
was due primarily to fees related to the Company’s Overdraft Privilege
Service.





Net gain
on investment securities was $1.5 million in 2008 compared to a loss of $1.7
million for 2007. During 2007 the Company recognized an impairment loss on
investment securities. In both the second and fourth quarter of 2008 the Company
sold selected investment securities which resulted in the net a gain of $1.5
million. See “Financial Condition-Investment Securities” for a discussion of the
Company’s investment strategy.





During
the second quarter of 2008 the Company determined that providing credit card and
merchant processing services through third party strategic partners would result
in a stronger, more competitive set of products with the potential for increased
growth in future earnings. The sale of the credit card portfolio resulted in a
gain of $1.0 million and the merchant portfolio $1.9 million. The sale of the
merchant portfolio also resulted in a corresponding decrease in Credit Card
Merchants Fees in the amount of $1.1 million or 49.1% from 2007, with a
corresponding decrease in Credit Card Merchant Expense. See “Non-Interest
Expense.”





ATM fees
totaled $1.5 million, an increase of $105,000 or 7.6% over fees in 2007. The
increase in these fees is due to the convenience and increased number of ATM’s
at strategic locations, which benefit both customers and
non-customers.





The
Company allows executives who participate in non-qualified deferred compensation
plans to self-direct the investment of their vested balances. See Note 12.
located in “Item 8. Financial Statements and Supplementary Data” for a
description of these plans. Market value gains/losses on these plan balances
fluctuate depending on the type of investments held and market trends in
interest rates and stock prices. Losses on deferred compensation investments
were $2.7 million in 2008 compared to a gain of $1.0 million in 2007. Although
Generally Accepted Accounting Principles require these investment gains/losses
be recorded in non-interest income, an offsetting entry is also required to be
made to non-interest expense resulting in no effect on the Company’s net
income.




Other
non-interest income totaled $2.8 million in 2008, a decrease of $763,000 or
21.6% from 2007. This decrease was primarily due to the receipt in 2007 of an
$869,000 liquidating dividend from the Company’s partial ownership in WESBA, a
credit card processing company whose operating assets were sold during 2006 and
subsequently liquidated in 2007.





34
 Table of Contents





2007 Compared to
2006


Non-interest
income totaled $15.4 million, an increase of $3.4 million or 28.1% from
non-interest income of $12.1 million for 2006.





Service
charges on deposit accounts totaled $7.3 million, an increase of $1.2 million or
20.5% from service charges on deposit accounts of $6.0 million in 2006. This
increase was due to fees related to the Company’s Overdraft Privilege Service,
which was offered to eligible customers with deposit accounts in good standing
beginning May 1, 2006.





Net loss
on investment securities improved by $461,000 or 21.3% in 2007 and was a loss of
$1.7 million compared to a loss of $2.2 million for 2006. During 2006 the
Company made the decision to sell some of its investment portfolio at a loss in
order to better align the portfolio with its evolving asset/liability management
objectives. During 2007 the Company recognized an impairment loss on investment
securities. See “Financial Condition-Investment Securities.”





ATM fees
totaled $1.4 million, an increase of $174,000 or 14.5% over fees in 2006. The
increase in these fees is due to the convenience and increased number of ATM’s
at strategic locations, which benefit both customers and
non-customers.





During
2007 the Company received an $869,000 liquidating dividend from the Company’s
partial ownership in WSBA, a credit card processing company whose operating
assets were sold during 2006 and subsequently liquidated in 2007.





Gains on
deferred compensation investments increased $505,000 in 2007 to $1.1 million.
See Note 12. located in “Item 8. Financial Statements and Supplementary Data”
for a description of these plans.  The Company allows executives who
participate in non-qualified deferred compensation plans to self-direct the
investment of their vested balances. Market value gains/losses on these plan
balances fluctuate depending on the type of investments held and market trends
in interest rates and stock prices.  Although Generally Accepted
Accounting Principles require these investment gains/losses be recorded in
non-interest income, an offsetting entry is also required to be made to
non-interest expense resulting in no effect on the Company’s net
income.





Non-Interest
Expense


Non-interest
expense for the Company includes expenses for salaries and employee benefits,
occupancy, equipment, supplies, legal fees, professional services, data
processing, marketing, deposit insurance, merchant bankcard operations, and
other miscellaneous expenses.





2008 Compared to
2007


Overall,
non-interest expense totaled $40.1 million, a decrease of $1.8 million or 4.4%
for the year ended December 31, 2008.





Salaries
and employee benefits increased $722,000 or 2.7% primarily due to an increase in
staff levels and overall salaries.





The
Company allows executives who participate in non-qualified deferred compensation
plans to self-direct the investment of their vested balances. See Note 12.
located in “Item 8. Financial Statements and Supplementary Data” for a
description of these plans. Market value gains/losses on these plan balances
fluctuate depending on the type of investments held and market trends in
interest rates and stock prices. Losses on deferred compensation investments
were $2.7 million in 2008 compared to a gain of $1.0 million in 2007. Although
Generally Accepted Accounting Principles require these investment gains/losses
be recorded in non-interest expense, an offsetting entry is also required to be
made to non-interest income resulting in no effect on the Company’s net
income.




Equipment
expense in 2008 totaled $2.6 million, a decrease of $217,000 or 7.5% from 2007.
During 2007 some Company owned automobiles and ATM machines were fully
depreciated which reduced depreciation expense for 2008 when compared to
2007.





35
 Table of Contents





Credit
Card Merchant Expense decreased $812,000 or 49.5% in 2008. This was due to the
sale of the merchant card portfolio during the second quarter of
2008.





ORE
holding costs totaled $2.2 million in 2008 as compared to $0 in 2007. Due to the
current economic climate the Company has acquired $4.8 million of other real
estate, most of which is raw land. See “Financial Condition - Non-Performing
Assets.” Included in the $2.2 million is $2.1 million related to the
establishment of a reserve for ORE valuation adjustments.





Other
non-interest expense declined $208,000, or 2.95%, to $6.8 million in 2008
compared to $7.0 million in 2007. This decrease was due to: (1) the elimination
of certain costs associated with the Company’s credit card portfolio which was
sold in June 2008; and (2) the decrease or elimination of other expenses that
were determined not to be necessary for the successful operation of the
Company.





2007 Compared to
2006


Overall,
non-interest expense totaled $41.9 million, a decrease of $1.2 million or 2.7%
for the year ended December 31, 2007.





Salaries
and employee benefits decreased $456,000 due to: (1) increased cost deferrals
under “FAS 91”as a result of loan growth; and (2) reduced contributions to bonus
and retirement plans primarily as a result of a reduction in the number of
certain key individuals eligible to participate in the plans. At the end of 2007
the Company had 308 full time equivalent employees compared to 302 at the end of
2006.





Equipment
expense in 2007 totaled $2.9 million, a decrease of $343,000 or 10.7% from 2006.
During 2007 the Company made fewer equipment repairs/replacements than in
2006.





Marketing
expense was $463,000 in 2007, a decrease of $704,000 or 60.3% from $1.2 million
in 2006. The majority of this decrease was due to the continued reduction in
expenses related to customer direct mail.





Income
Taxes


The
provision for income taxes increased $727,000 during 2008. The effective tax
rate in 2008 was 37.4% compared to 36.2% in 2007 and 36.4% in 2006. The
effective rates were lower than the statutory rate of 42% due primarily to
benefits regarding the cash surrender value of life insurance, California
enterprise zone interest income exclusion, and tax-exempt interest income on
municipal securities and loans.





Current
tax law causes the Company’s current taxes payable to approximate or exceed the
current provision for taxes on the income statement. Three provisions have had a
significant effect on the Company’s current income tax liability: (1) the
restrictions on the deductibility of loan losses; (2) deductibility of pension
and other long-term employee benefits only when paid; and (3) the statutory
deferral of deductibility of California franchise taxes on the Company’s federal
return.





Financial
Condition





Investment
Securities


The
investment portfolio provides the Company with an income alternative to loans.
The debt securities in the Company’s investment portfolio have historically been
comprised primarily of Mortgage-backed securities issued by federal
government-sponsored entities, U.S. Government Agencies and high grade
bank-qualified municipals.  Importantly, the Company never invested in
the preferred stock or subordinated debt of Fannie Mae “FNMA” or Freddie Mac
“FHLMC”, classes of securities that resulted in losses for many banks during
2008.





36
 Table of Contents





The
Company’s investment portfolio at the end of 2008 was $363.7 million, an
increase of $116.1 million or 46.9% from 2007.   During 2008
several key business decisions affected the size and composition of the
Company’s investment portfolio:





§
            During
      2006 the Company made a strategic investment in the equity securities of
      another bank holding company.  During 2007 impairment losses of
      $1.7 million were recorded on this investment as the market value of bank
      stocks in general, and this investment specifically,
      declined.  The Company began selling some of this stock in late
      2007. During the first quarter of 2008 the final portion of this
      investment was sold.


§
            During
      the first three quarters of 2008, the Company grew the available-for-sale
      mortgage-backed securities portfolio as part of a leveraging strategy
      implemented to manage the Company’s interest rate risk. This increase in
      the investment portfolio was funded primarily through Repurchase
      Agreements.


§
            In
      November 2008 the Company sold approximately $35 million of
      held-to-maturity Agency securities for a gain of $722,000 as a result of
      increasing concerns regarding the failure of the U.S. Government to back
      this agency debt with its “full faith and credit” after the Agencies were
      placed into conservatorship during September 2008.  The Company
      took this action under the provisions of FAS 115 which allow for the sale
      of HTM securities where “there is evidence of a significant deterioration
      in the issuer’s creditworthiness.” See Note 2 located in “Item 8.
      Financial Statements and Supplementary
Data.”





The
Company’s investment portfolio at the end of 2007 was $247.6 million, an
increase of $3.8 million or 1.6% from 2006. The investment portfolio remained
relatively flat in 2007 as the Company deployed funds generated by deposit
growth into its loan portfolio.





The
Company's total investment portfolio represented 21.6% of the Company’s total
assets during 2008 and 16.3% of the Company’s total assets during 2007. Not
included in the investment portfolio are overnight investments in Federal Funds
Sold. In 2008 average Federal Funds Sold on a year to date basis was $16.6
million compared to $10.4 million in 2007.





The
Company classifies its investments as held-to-maturity, trading, or
available-for-sale. Securities are classified as held-to-maturity and are
carried at amortized cost when the Company has the intent and ability to hold
the securities to maturity. Trading securities are securities acquired for
short-term appreciation and are carried at fair value, with unrealized gains and
losses recorded in non-interest income. As of December 31, 2008 and 2007, there
were no securities in the trading portfolio. Securities classified as
available-for-sale include securities which may be sold to effectively manage
interest rate risk exposure, prepayment risk, satisfy liquidity demands and
other factors. These securities are reported at fair value with aggregate,
unrealized gains or losses excluded from income and included as a separate
component of shareholders’ equity, net of related income taxes.





37
 Table of Contents





Investment
Portfolio


The
following table summarizes the balances and distributions of the investment
securities held on the dates indicated.





Available
                    
                    
                    Held
      to
                    
                    
                    Available
                    
                    
                    Held
      to
                    
                    
                    Available
                    
                    
                    Held
      tofor
      Sale
                    
                    
                    Maturity
                    
                    
                    for
      Sale
                    
                    
                    Maturity
                    
                    
                    for
      Sale
                    
                    
                    MaturityDecember
      31:  (in
      thousands)
                    
                    2008
                    
                    
                    2007
                    
                    
                    2006U.
      S. Agency
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    30,435
                    
                    
                    $
                    -
                    
                    
                    $
                    30,539Municipal
                    
                    
                    10,231
                    
                    
                    
                    64,765
                    
                    
                    
                    9,979
                    
                    
                    
                    66,375
                    
                    
                    
                    11,274
                    
                    
                    
                    69,910Mortgage-backed
      Securities
                    
                    
                    276,176
                    
                    
                    
                    5,133
                    
                    
                    
                    126,144
                    
                    
                    
                    6,731
                    
                    
                    
                    109,385
                    
                    
                    
                    8,677Other
                    
                    
                    5,432
                    
                    
                    
                    1,992
                    
                    
                    
                    5,920
                    
                    
                    
                    2,053
                    
                    
                    
                    11,968
                    
                    
                    
                    2,114Total
      Book Value
                    
                    $
                    291,839
                    
                    
                    $
                    71,890
                    
                    
                    $
                    142,043
                    
                    
                    $
                    105,594
                    
                    
                    $
                    132,627
                    
                    
                    $
                    111,240Fair
      Value
                    
                    $
                    291,839
                    
                    
                    $
                    71,538
                    
                    
                    $
                    142,043
                    
                    
                    $
                    106,253
                    
                    
                    $
                    132,627
                    
                    
                    $
                    110,132





Analysis
of Investment Securities Available-for-Sale


The
following table is a summary of the relative maturities and yields of the
Company's investment securities Available-for-Sale as of December 31, 2008.
Non-taxable municipal securities have been calculated on a fully taxable
equivalent basis.





Fair
                
                
                AverageDecember
      31, 2008 (in
      thousands)
                
                Value
                
                
                YieldMunicipal
      - Non-TaxableOne
      year or less
                
                $
                1,738
                
                
                
                7.27
                %After
      one year through five years
                
                
                1,017
                
                
                
                6.85
                %After
      ten years
                
                
                7,476
                
                
                
                7.99
                %Total
      Non-Taxable Municipal Securities
                
                
                10,231
                
                
                
                7.76
                %Mortgage-backed
      SecuritiesAfter
      five years through ten years
                
                
                12,026
                
                
                
                4.45
                %After
      ten years
                
                
                264,150
                
                
                
                5.47
                %Total
      Mortgage-backed Securities
                
                
                276,176
                
                
                
                5.43
                %OtherOne
      year or less
                
                
                5,432
                
                
                
                4.99
                %Total
      Other Securities
                
                
                5,432
                
                
                
                4.99
                %Total
      Investment Securities Available-for-Sale
                
                $
                291,839
                
                
                
                5.50
                %





Note:  The
average yield for floating rate securities is calculated using the current
stated yield.





Analysis
of Investment Securities Held-to-Maturity


The
following table is a summary of the relative maturities and yields of the
Company's investment securities Held-to-Maturity as of December 31, 2008.
Non-taxable municipal securities have been calculated on a fully taxable
equivalent basis.





Book
                
                
                AverageDecember
      31, 2008 (in
      thousands)
                
                Value
                
                
                YieldMunicipal
      - Non-TaxableOne
      year or less
                
                $
                1,570
                
                
                
                4.25
                %After
      one year through five years
                
                
                4,571
                
                
                
                3.28
                %After
      five years through ten years
                
                
                24,686
                
                
                
                3.89
                %After
      ten years
                
                
                33,938
                
                
                
                6.00
                %Total
      Non-Taxable Municipal Securities
                
                
                64,765
                
                
                
                4.96
                %Mortgage-backed
      SecuritiesAfter
      five years through ten years
                
                
                5,133
                
                
                
                3.90
                %Total
      Mortgage-Backed Securities
                
                
                5,133
                
                
                
                3.90
                %OtherAfter
      five years through ten years
                
                
                11
                
                
                
                7.62
                %After
      ten years
                
                
                1,981
                
                
                
                2.55
                %Total
      Other Securities
                
                
                1,992
                
                
                
                2.58
                %Total
      Investment Securities Held-to-Maturity
                
                $
                71,890
                
                
                
                4.82
                %




38
 Table of Contents





Loans


The
Company's loan portfolio at December 31, 2008, increased $36.4 million or 3.2%
from December 31, 2007. Most of the current year’s growth occurred in Commercial
and Agricultural Real Estate Loans, market segments where the Company believes
that current market rates and/or credit risks are more reasonable than in other
loan segments.





Beginning
in late 2006 and continuing through 2008, the Company purposely reduced its
exposure to Real Estate Construction Loans as the residential housing market
softened. Additionally, the Company’s Residential 1st
Mortgage portfolio is comprised primarily of 15 and 20 year mortgages to local
customers. The Company does not originate sub-prime residential mortgage loans,
nor does it hold any in its loan portfolio.





On an
average balance basis, loans have increased $40.5 million or 3.7%. In 2007
average balances increased 9.2% or $91.6 million from the prior year. The
following table sets forth the distribution of the loan portfolio by type and
percent as of December 31st of the
years indicated.





2008
                    
                    
                    2007
                    
                    
                    2006
                    
                    
                    2005
                    
                    
                    2004Amount
                    
                    
                    Percent
                    
                    
                    Amount
                    
                    
                    Percent
                    
                    
                    Amount
                    
                    
                    Percent
                    
                    
                    Amount
                    
                    
                    Percent
                    
                    
                    Amount
                    
                    
                    PercentCommercial
      Real Estate
                    
                    $
                    271,856
                    
                    
                    
                    23.0
                    %
                    
                    $
                    245,926
                    
                    
                    
                    21.5
                    %
                    
                    $
                    242,033
                    
                    
                    
                    23.1
                    %
                    
                    $
                    222,323
                    
                    
                    
                    22.8
                    %
                    
                    $
                    240,267
                    
                    
                    
                    27.6
                    %Agricultural
      Real Estate
                    
                    
                    227,166
                    
                    
                    
                    19.3
                    %
                    
                    
                    207,889
                    
                    
                    
                    18.2
                    %
                    
                    
                    168,425
                    
                    
                    
                    16.1
                    %
                    
                    
                    102,286
                    
                    
                    
                    10.5
                    %
                    
                    
                    87,745
                    
                    
                    
                    10.1
                    %Real
      Estate Construction
                    
                    
                    75,472
                    
                    
                    
                    6.4
                    %
                    
                    
                    80,651
                    
                    
                    
                    7.1
                    %
                    
                    
                    95,378
                    
                    
                    
                    9.1
                    %
                    
                    
                    110,235
                    
                    
                    
                    11.3
                    %
                    
                    
                    62,446
                    
                    
                    
                    7.2
                    %Residential
      1st Mortgages
                    
                    
                    105,980
                    
                    
                    
                    9.0
                    %
                    
                    
                    109,764
                    
                    
                    
                    9.6
                    %
                    
                    
                    106,148
                    
                    
                    
                    10.1
                    %
                    
                    
                    107,769
                    
                    
                    
                    11.0
                    %
                    
                    
                    103,734
                    
                    
                    
                    11.9
                    %Home
      Equity Lines and Loans
                    
                    
                    66,159
                    
                    
                    
                    5.6
                    %
                    
                    
                    65,953
                    
                    
                    
                    5.8
                    %
                    
                    
                    67,132
                    
                    
                    
                    6.4
                    %
                    
                    
                    69,013
                    
                    
                    
                    7.1
                    %
                    
                    
                    63,782
                    
                    
                    
                    7.3
                    %Agricultural
                    
                    
                    216,610
                    
                    
                    
                    18.4
                    %
                    
                    
                    215,798
                    
                    
                    
                    18.9
                    %
                    
                    
                    183,589
                    
                    
                    
                    17.5
                    %
                    
                    
                    170,657
                    
                    
                    
                    17.5
                    %
                    
                    
                    151,002
                    
                    
                    
                    17.4
                    %Commercial
                    
                    
                    202,636
                    
                    
                    
                    17.2
                    %
                    
                    
                    197,108
                    
                    
                    
                    17.2
                    %
                    
                    
                    165,412
                    
                    
                    
                    15.8
                    %
                    
                    
                    174,530
                    
                    
                    
                    17.9
                    %
                    
                    
                    142,133
                    
                    
                    
                    16.4
                    %Consumer
                    
                    
                    12,004
                    
                    
                    
                    1.0
                    %
                    
                    
                    12,706
                    
                    
                    
                    1.1
                    %
                    
                    
                    13,949
                    
                    
                    
                    1.3
                    %
                    
                    
                    12,653
                    
                    
                    
                    1.3
                    %
                    
                    
                    11,933
                    
                    
                    
                    1.4
                    %Credit
      Card
                    
                    
                    -
                    
                    
                    
                    0.0
                    %
                    
                    
                    5,499
                    
                    
                    
                    0.5
                    %
                    
                    
                    5,543
                    
                    
                    
                    0.5
                    %
                    
                    
                    5,353
                    
                    
                    
                    0.5
                    %
                    
                    
                    5,021
                    
                    
                    
                    0.6
                    %Other
                    
                    
                    1,608
                    
                    
                    
                    0.1
                    %
                    
                    
                    1,856
                    
                    
                    
                    0.2
                    %
                    
                    
                    1,730
                    
                    
                    
                    0.2
                    %
                    
                    
                    952
                    
                    
                    
                    0.1
                    %
                    
                    
                    1,019
                    
                    
                    
                    0.1
                    %Total
      Loans
                    
                    
                    1,179,491
                    
                    
                    
                    100.0
                    %
                    
                    
                    1,143,150
                    
                    
                    
                    100.0
                    %
                    
                    
                    1,049,339
                    
                    
                    
                    100.0
                    %
                    
                    
                    975,771
                    
                    
                    
                    100.0
                    %
                    
                    
                    869,082
                    
                    
                    
                    100.0
                    %Less:Unearned
      Income
                    
                    
                    2,127
                    
                    
                    
                    
                    
                    
                    
                    2,181
                    
                    
                    
                    
                    
                    
                    
                    2,427
                    
                    
                    
                    
                    
                    
                    
                    2,514
                    
                    
                    
                    
                    
                    
                    
                    2,174Allowance
      for Loan Losses
                    
                    
                    20,034
                    
                    
                    
                    
                    
                    
                    
                    18,483
                    
                    
                    
                    
                    
                    
                    
                    18,099
                    
                    
                    
                    
                    
                    
                    
                    17,860
                    
                    
                    
                    
                    
                    
                    
                    17,727Loans,
      Net
                    
                    $
                    1,157,330
                    
                    
                    
                    
                    
                    
                    $
                    1,122,486
                    
                    
                    
                    
                    
                    
                    $
                    1,028,813
                    
                    
                    
                    
                    
                    
                    $
                    955,397
                    
                    
                    
                    
                    
                    
                    $
                    849,181


There
were no concentrations of loans exceeding 10% of total loans which were not
otherwise disclosed as a category of loans in the above table.





The
following table shows the maturity distribution and interest rate sensitivity of
the loan portfolio of the Company on December 31, 2008.





Over
      OneYear
      to
                
                
                OverOne
      Year
                
                
                Five
                
                
                Five(in
      thousands)
                
                or
      Less
                
                
                Years
                
                
                Years
                
                
                TotalCommercial
      and Agricultural Real Estate
                
                $
                12,542
                
                
                $
                96,795
                
                
                $
                389,684
                
                
                $
                499,021Real
      Estate Construction
                
                
                54,886
                
                
                
                15,590
                
                
                
                4,996
                
                
                
                75,472Residential
      1st Mortgages
                
                
                1,762
                
                
                
                5,620
                
                
                
                98,598
                
                
                
                105,980Home
      Equity Lines and Loans
                
                
                2
                
                
                
                634
                
                
                
                65,523
                
                
                
                66,159Agricultural
                
                
                103,857
                
                
                
                97,283
                
                
                
                15,470
                
                
                
                216,610Commercial
                
                
                108,725
                
                
                
                63,545
                
                
                
                30,366
                
                
                
                202,636Consumer,
      Credit Card & Other
                
                
                2,741
                
                
                
                9,503
                
                
                
                1,369
                
                
                
                13,613Total
                
                $
                284,515
                
                
                $
                288,970
                
                
                $
                606,006
                
                
                $
                1,179,491Rate
      Sensitivity:Fixed
      Rate
                
                $
                56,781
                
                
                $
                119,302
                
                
                $
                211,543
                
                
                $
                387,626Variable
      Rate
                
                
                227,734
                
                
                
                169,667
                
                
                
                394,464
                
                
                
                791,865Total
                
                $
                284,515
                
                
                $
                288,969
                
                
                $
                606,007
                
                
                $
                1,179,491Percent
                
                
                24.12
                %
                
                
                24.50
                %
                
                
                51.38
                %
                
                
                100.00
                %




39
 Table of Contents





In the
ordinary course of business, the Company enters into commitments to extend
credit to its customers. These commitments are not reflected in the accompanying
consolidated financial statements. As of December 31, 2008, the Company had
entered into loan commitments amounting to $355.2 million compared to $440.2
million at December 31, 2007. In addition, letters of credit issued by the
Company to guarantee the performance of a customer to a third party at December
31, 2008, and December 31, 2007, were $7.9 million and $8.4 million,
respectively.





Non-Performing
Assets


Loans on
which the accrual of interest has been discontinued are designated as
non-accrual loans. Accrual of interest on loans is generally discontinued either
when: (1) a loan becomes contractually past due by 90 days or more with respect
to interest or principal; or (2) the loan is considered by management to be
impaired because it is probable that the Company will be unable to collect all
amounts due according to the contractual terms of the loan agreement. When loans
are 90 days past due, but in Management's judgment are well secured and in the
process of collection, they may not be classified as non-accrual. When a loan is
placed on non-accrual status, all interest previously accrued but not collected
is reversed. Income on such loans is then recognized only to the extent that
cash is received and where the future collection of principal is
probable.





Interest
income on non-accrual loans which would have been recognized during the year
ended December 31, 2008, if all such loans had been current in accordance with
their original terms, totaled $261,000.





Loans
where the collateral has been repossessed are classified as other real estate
("ORE") or, if the collateral is personal property, the loan is classified as
other assets on the Company's financial statements. The Company reported $4.8
million of ORE at December 31, 2008, and $251,000 at December 31, 2007. The
increase in ORE during 2008 was primarily a result of the Company resolving a
problem loan to one of the Bank’s customers.  The December 31, 2008,
carrying value of $4.8 million is net of a $2.1 million reserve for ORE
valuation adjustments.





40
 Table of Contents




The
following table sets forth the amount of the Company's non-performing assets as
of the dates indicated. These balances are reported net of guarantees of the
U.S. Government, including its agencies and its government-sponsored agencies,
in the amounts of $473,000, $134,000, $27,000, $314,000 and $160,000,
respectively:





December
      31,(in
      thousands)
                
                2008
                
                
                2007
                
                
                2006
                
                
                2005
                
                
                2004Non-Accrual
      LoansCommercial
      and Agricultural Real Estate
                
                $
                3,635
                
                
                $
                -
                
                
                $
                3
                
                
                $
                -
                
                
                $
                53Real
      Estate Construction
                
                
                400
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Residential
      1st Mortgages
                
                
                176
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Home
      Equity Lines and Loans
                
                
                191
                
                
                
                -
                
                
                
                -
                
                
                
                94
                
                
                
                -Agricultural
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                93
                
                
                
                -Commercial
                
                
                55
                
                
                
                45
                
                
                
                9
                
                
                
                104
                
                
                
                -Consumer
                
                
                -
                
                
                
                6
                
                
                
                -
                
                
                
                -
                
                
                
                -Credit
      Card
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Other
                
                
                41
                
                
                
                1
                
                
                
                -
                
                
                
                -
                
                
                
                -Total
      Non-Accrual Loans
                
                
                4,498
                
                
                
                52
                
                
                
                12
                
                
                
                291
                
                
                
                53Accruing
      Loans Past Due 90 Days or MoreCommercial
      and Agricultural Real Estate
                
                
                769
                
                
                
                -
                
                
                
                -
                
                
                
                17
                
                
                
                -Real
      Estate Construction
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Residential
      1st Mortgages
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Home
      Equity Lines and Loans
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Agricultural
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Commercial
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Consumer
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Credit
      Card
                
                
                -
                
                
                
                17
                
                
                
                15
                
                
                
                22
                
                
                
                11Other
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Total
      Accruing Loans Past Due 90 Days or More
                
                
                769
                
                
                
                17
                
                
                
                15
                
                
                
                39
                
                
                
                11Total
      Non-Performing Loans
                
                $
                5,267
                
                
                $
                69
                
                
                $
                27
                
                
                $
                330
                
                
                $
                64Other
      Real Estate Owned
                
                $
                4,817
                
                
                $
                251
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Non-Performing
      Loans as a Percent of Total Loans
                
                
                0.45
                %
                
                
                0.01
                %
                
                
                0.00
                %
                
                
                0.03
                %
                
                
                0.01
                %Allowance
      for Loan Losses as a Percent of Total Non-Performing Loans
                
                
                380.37
                %
                
                
                26786.96
                %
                
                
                67033.33
                %
                
                
                5412.12
                %
                
                
                27698.44
                %





Although
management believes that non-performing loans are generally well-secured and
that potential losses are provided for in the Company’s allowance for loan
losses, there can be no assurance that future deterioration in economic
conditions and/or collateral values will not result in future credit
losses.





Except
for those non-performing loans discussed above, the Company’s management is not
aware of any loans as of December 31, 2008, for which known financial problems
of the borrower would cause serious doubts as to the ability of these borrowers
to materially comply with their present loan repayment terms, or any known
events that would result in the loan being designated as non-performing at some
future date.  However, a combination of the following economic
conditions in the Company’s markets has the potential to create a situation
where any borrower’s status can quickly change: (1) real estate and other asset
values declined significantly throughout 2008 and the situation remains
volatile; and (2) more recently, general economic conditions have deteriorated
and unemployment and business failures are increasing.  As a result,
borrowers who are current in their payments may have experienced deterioration
in the value of their collateral below the amount outstanding on the loan,
significantly increasing the potential of default if their income levels
decline.   See “Part I, Item 1A. Risk Factors.”




41
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Deposits


One of
the key sources of funds to support earning assets is the generation of deposits
from the Company’s customer base. The ability to grow the customer base and
subsequently deposits is a significant element in the performance of the
Company.




During
2008 the Company once again experienced strong deposit growth as well as a
continuing shift in the mix of deposits to higher yielding Time Deposits as
customers sought to maximize the interest earned on their deposit
balances.





The
following table sets forth, by time remaining to maturity, the Company’s time
deposits in amounts of $100,000 or more at December 31, 2008.





(in
      thousands)Time
      Deposits of $100,000 or MoreThree
      Months or Less
                
                $
                163,641Over
      Three Months Through Six Months
                
                
                171,211Over
      Six Months Through Twelve Months
                
                
                52,469Over
      Twelve Months
                
                
                1,997Total
      Time Deposits of $100,000 or More
                
                $
                389,318


Refer to
the Year-To-Date Average Balances and Rate Schedules located in this "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" for information on separate deposit categories.





At
December 31, 2008, deposits totaled $1.4 billion.  This represents an
increase of 9.3% or $121.9 million from December 31, 2007. Core deposits
(exclusive of Public Time Deposits) increased 9.4% over the same
period.  Public Time Deposits totaled $156.0 million at December 31,
2008, an increase of $8.1 million since December 31, 2007, primarily because of
the Company’s continued use of State of California time deposits for short-term
funding needs instead of using FHLB Advances. See “Federal Home Loan Bank
Advances.”





The
primary area of deposit growth in 2008 has been in Time and Savings (which
includes money market deposits) deposits as customers continue to move deposit
balances from low or non-interest bearing accounts to higher-yielding Time and
Savings deposits. Overall, Time deposits grew $50.3 million or 8.9% from
December 31, 2007, and Savings deposits grew $51.4 million or 17.0% from
December 31, 2007. However, as a result of a continuing focused calling program
on selected deposit prospects, the Company has also experienced growth in Demand
and Interest Bearing Transaction deposits in the amount of $20.2 million or 4.5%
since December 31, 2007.





In
December 2008, the Bank elected to participate in the provisions of the FDIC’s
Temporary Liquidity Guarantee Program that provides full FDIC deposit insurance
on all non-interest bearing transaction accounts even if they exceed the deposit
insurance limit of $250,000 on other types of deposit accounts. See “Part I,
Item 1. Business – Supervision and Regulation.”





Securities
Sold Under Agreement to Repurchase


On March
13, 2008, the Bank entered into a $40 million medium term repurchase agreement
with Citigroup as part of a leveraging strategy (see “Investment Securities”) in
response to the FRB’s continued interest rate cuts.  The repurchase
agreement pricing rate is 3.20% with an embedded 3 year cap tied to 3 month
Libor with a strike price of 3.3675%.  The repurchase agreement matures
March 13, 2013, putable only on March 13, 2011, and is secured by investments in
Agency pass through securities.





On May
30, 2008, the Company entered into a $20 million medium term repurchase
agreement with Citigroup as part of a leveraging strategy (see “Investment
Securities”).  The repurchase agreement pricing rate is 4.19% with an
embedded 3 year cap tied to 3 month Libor with a strike price of 3.17%. 
The repurchase agreement matures June 5, 2013, putable only on June 5, 2011, and
is secured by investments in Agency pass through securities.





Federal
Home Loan Bank Advances


Advances
from the Federal Home Loan Bank are another key source of funds to support
earning assets. These advances are also used to manage the Bank’s interest rate
risk exposure; and, as opportunities arise, to borrow and invest the proceeds at
a positive spread through the investment portfolio. FHLB advances as of December
31, 2008, were $703,000 compared to $28.9 million as of December 31, 2007. This
decrease of $28.2 million in borrowings was partially due to the Company’s
management of its liquidity needs using State of California Time deposits (a
strategy which it first implemented in 2006 since this source of funds generally
has rates lower than FHLB advances) and repurchase agreements. The average rate
on FHLB advances during 2008 was 2.9% compared to 5.3% in 2007.





42
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Subordinated
Debentures


On
December 17, 2003, the Company raised $10 million through an offering of trust
preferred securities. See Note 19 located in “Item 8. Financial Statements and
Supplementary Data.” Although this amount is reflected as subordinated debt on
the Company’s balance sheet, under applicable regulatory guidelines, trust
preferred securities qualify as regulatory capital. See “Capital.” These
securities accrue interest at a variable rate based upon 3-month LIBOR plus
2.85%. Interest rates reset quarterly (the next reset is March 16, 2009) and the
rate was 4.72% as of December 31, 2008. The average rate paid for these
securities in 2008 was 6.18% compared to 8.42% in 2007. Additionally, if the
Company decided to defer interest on the subordinated debentures, the Company
would be prohibited from paying cash dividends on the Company’s common
stock.





Capital


The
Company relies primarily on capital generated through the retention of earnings
to satisfy its capital requirements. The Company engages in an ongoing
assessment of its capital needs in order to support business growth and to
insure depositor protection. Shareholders’ Equity totaled $156.5 million at
December 31, 2008, and $143.4 million at the end of 2007.





The
Company and the Bank are subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory, and possibly discretionary, actions
by regulators that, if undertaken, could have a direct material effect on the
Company and the Bank's financial statements. Under capital adequacy guidelines
and the regulatory framework for prompt corrective action, the Company and the
Bank must meet specific capital guidelines that involve quantitative measures of
the Company’s and the Bank's assets, liabilities, and certain off-balance-sheet
items as calculated under regulatory accounting practices. The Company’s and the
Bank's capital amounts and classification are also subject to qualitative
judgments by the regulators about components, risk weightings, and other
factors.





Quantitative
measures established by regulation to ensure capital adequacy require the
Company and the Bank to maintain minimum amounts and ratios of Total and Tier 1
capital to risk-weighted assets (as defined in the regulations), and of Tier 1
capital to average assets (as defined in the regulations). Management believes,
as of December 31, 2008, that the Company and the Bank meet all capital adequacy
requirements to which they are subject. In addition, the most recent
notification from the FDIC categorized the Bank as well capitalized under the
regulatory framework for prompt corrective action. There are no conditions or
events since that notification that management believes have changed the Bank’s
category. For further information on the Company’s and the Bank’s risk-based
capital ratios, see Note 10 located in “Item 8. Financial Statements and
Supplementary Data.”





As
previously discussed (see “Subordinated Debentures”), in order to supplement its
regulatory capital base, during December 2003 the Company issued $10 million of
trust preferred securities. See Note 19 located in “Item 8. Financial Statements
and Supplementary Data.” On March 1, 2005, the Federal Reserve Board issued its
final rule effective April 11, 2005, concerning the regulatory capital treatment
of trust preferred securities (“TPS”) by bank holding companies (“BHCs”). Under
the final rule BHCs may include TPS in Tier 1 capital in an amount equal to 25%
of the sum of core capital net of goodwill. The quantitative limitation
concerning goodwill will not be effective until March 31, 2009. Any portion of
trust preferred securities not qualifying as Tier 1 capital would qualify as
Tier 2 capital subject to certain limitations. The Company has received
notification from the Federal Reserve Bank of San Francisco that all of the
Company’s trust preferred securities currently qualify as Tier 1
capital.





In
accordance with the provisions of Financial Accounting Standard Board
Interpretation No. 46, “Consolidation of Variable Interest
Entities” (“FIN 46”), the Company does not consolidate the subsidiary
trust, which has issued the trust preferred securities.





In 1998,
the Board approved the Company’s first stock repurchase program.  This
program was extended and expanded in both 2004 and 2006. Most recently, on
November 12, 2008, the Board of Directors approved increasing the funds
available for the Company’s Common Stock Repurchase Program. The Board’s
resolution authorized up to $20 million in repurchases over the four year period
ending October 31, 2012. See Part II, “Item 5. Market for Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.”





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 Table of Contents





During
2008 the Company repurchased 13,152 shares at an average share price of $449 per
share. In 2007 the Company repurchased 11,821 shares at an average share price
of $460. Since the second share repurchase program was expanded in 2006 the
Company has repurchased over 33,000 shares for total consideration of $15.6
million.





On August
5, 2008, the Board of Directors approved a Share Purchase Rights Plan (the
“Rights Plan”), pursuant to which the Company entered into a Rights Agreement
dated August 5, 2008, with Registrar and Transfer Company as Rights Agent. See
Part II, “Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities” for further
explanation.





Based
upon the Company’s strong capital position and continued earnings strength, the
Company elected not to participate in the Federal Government’s 2008 TARP capital
purchase program. See “Part I, Item 1A. Risk Factors.”





Critical
Accounting Policies and Estimates





This
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” is based upon the Company’s consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. In preparing the Company’s financial statements
management makes estimates and judgments that affect the reported amounts of
assets, liabilities, revenues, and expenses. Management believes that the most
significant subjective judgments that it makes include the
following:





·
            Allowance for Loan
      Losses. As a financial institution which assumes lending and credit
      risks as a principal element in its business, the Company anticipates that
      credit losses will be experienced in the normal course of business.
      Accordingly, the allowance for loan losses is maintained at a level
      considered adequate by management to provide for losses that are inherent
      in the portfolio. The allowance is increased by provisions charged to
      operating expense and reduced by net charge-offs. Management employs a
      systematic methodology for determining the allowance for loan losses. On a
      quarterly basis, management reviews the credit quality of the loan
      portfolio and considers problem loans, delinquencies, internal credit
      reviews, current economic conditions, loan loss experience, and other
      factors in determining the adequacy of the allowance
    balance.





While the
Company utilizes a systematic methodology in determining its allowance, the
allowance is based on estimates, and ultimate losses may vary from current
estimates. The estimates are reviewed periodically and, as adjustments become
necessary, are reported in earnings in the periods in which they become known.
For additional information, see Note 3 located in “Item 8. Financial Statements
and Supplementary Data.”





·
            Fair Value. The Company
      discloses the fair value of financial instruments and the methods and
      significant assumptions used to estimate those fair values. The estimated
      fair value amounts have been determined by the Company using available
      market information and appropriate valuation methodologies. The use of
      assumptions and various valuation techniques, as well as the absence of
      secondary markets for certain financial instruments, will likely reduce
      the comparability of fair value disclosures between financial
      institutions. In some cases, book value is a reasonable estimate of fair
      value due to the relatively short period of time between origination of
      the instrument and its expected realization. For additional information,
      see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk –
      Credit Risk” and Notes 13 and 14 located in “Item 8. Financial Statements
      and Supplementary Data.”





·
            Income Taxes. The
      Company uses the liability method of accounting for income taxes. This
      method results in the recognition of deferred tax assets and liabilities
      that are reflected at currently enacted income tax rates applicable to the
      period in which the deferred tax assets or liabilities are expected to be
      realized or settled. As changes in tax laws or rates are enacted, deferred
      tax assets and liabilities are adjusted through the provision for income
      taxes. The deferred provision for income taxes is the result of the net
      change in the deferred tax asset and deferred tax liability balances
      during the year. This amount combined with the current taxes payable or
      refundable results in the income tax expense for the current
      year.





44
 Table of Contents




On
January 1, 2007, the Company adopted Financial Accounting Standards Board
(“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income
Taxes (“FIN 48”).” The adoption of FIN 48 did not have a material
impact on the Company’s financial position, results of operations, or cash
flows. For additional information, see Note 1 and Note 7, located in “Item
8. Financial Statements and Supplementary Data.”





Off-Balance
Sheet Arrangements and Aggregate Contractual Obligations and
Commitments





Off-balance
sheet arrangements are any contractual arrangement to which an unconsolidated
entity is a party, under which the Company has: (1) any obligation under a
guarantee contract; (2) a retained or contingent interest in assets transferred
to an unconsolidated entity or similar arrangement that serves as credit,
liquidity, or market risk support to that entity for such assets; (3) any
obligation under certain derivative instruments; or (4) any obligation under a
material variable interest held by us in an unconsolidated entity that provides
financing, liquidity, market risk, or credit risk support to the Company, or
engages in leasing, hedging, or research and development services with the
Company.





Our most
significant off-balance sheet arrangements are limited to: (1) the full and
unconditional payment guarantee of accrued distributions relating to $10 million
of Trust Preferred Securities issued by FMCB Statutory Trust (see Note 19
located in “Item 8. Financial Statements and Supplementary Data”); (2)
derivative instruments indexed to the Prime Rate (see Note 15 located in “Item
8. Financial Statements and Supplementary Data”); (3) obligations under
guarantee contracts such as financial and performance standby letters of credit
for our credit customers (see Note 16 located in “Item 8. Financial Statements
and Supplementary Data”); (4) unfunded commitments to lend (see Note 16 located
in “Item 8. Financial Statements and Supplementary Data”); and (5) lease
contracts (see Note 16 located in “Item 8. Financial Statements and
Supplementary Data”). It is our belief that none of these arrangements expose us
to any greater risk of loss than is already reflected on our balance sheet. We
do not have any off-balance- sheet arrangements in which we have any retained or
contingent interest as we do not transfer or sell our assets to entities in
which we have a continuing involvement, any exposure to derivative instruments
that are indexed to stock indices, nor any variable interests in any
unconsolidated entity to which we may be a party.





The
following table presents, as of December 31, 2008, our significant and
determinable contractual obligations by payment date. The payment amounts
represent those amounts contractually due to the recipient and do not include
any unamortized premiums or discounts, hedge basis adjustments, or other similar
carrying value adjustments. For further information on the nature of each
obligation type, see applicable note disclosures located in “Item 8. Financial
Statements and Supplementary Data.”





Payments
      Due By Period(in
      thousands)Contractual
      Obligations
                
                Total
                
                
                1
      Year or Less
                
                
                2-3
      Years
                
                
                4-5
      Years
                
                
                More
      Than 5 YearsOperating
      Lease Obligations
                
                $
                2,284
                
                
                $
                432
                
                
                $
                758
                
                
                $
                525
                
                
                $
                569FHLB
      Advances
                
                
                703
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                703Long-Term
      Subordinated Debentures
                
                
                10,310
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                10,310Deferred
      Compensation (1)
                
                
                13,137
                
                
                
                120
                
                
                
                336
                
                
                
                322
                
                
                
                12,359Total
                
                $
                26,434
                
                
                $
                552
                
                
                $
                1,094
                
                
                $
                847
                
                
                $
                23,941





(1) These
amounts represent payments to participants under the Company's non-qualified
deferred compensation and supplemental retirement plans. See Note 12 located in
“Item 8. Financial Statements and Supplementary Data.”




45
 Table of Contents





Item 7A. Quantitative and Qualitative Disclosures About Market
Risk





Risk
Management





The
Company has adopted a Risk Management Plan, which aims to ensure the proper
control and management of all risk factors inherent in the operation of the
Company. Specifically, credit risk, interest rate risk, liquidity risk,
compliance risk, strategic risk, reputation risk, and price risk can all affect
the market risk of the Company. These specific risk factors are not mutually
exclusive. It is recognized that any product or service offered by the Company
may expose the Company to one or more of these risk factors.





Credit
Risk


Credit
risk is the risk to earnings or capital arising from an obligor’s failure to
meet the terms of any contract or otherwise fail to perform as agreed. Credit
risk is found in all activities where success depends on counterparty, issuer,
or borrower performance.





Credit
risk in the investment portfolio and correspondent bank accounts is addressed
through defined limits in the Company’s policy statements. In addition, certain
securities carry insurance to enhance credit quality of the bond.





Credit
risk in the loan portfolio is controlled by limits on industry concentration,
aggregate customer borrowings, and geographic boundaries. Standards on loan
quality also are designed to reduce loan credit risk. Senior Management,
Directors’ Committees, and the Board of Directors are regularly provided with
information intended to identify, measure, control, and monitor the credit risk
of the Company.





The
Company’s methodology for assessing the appropriateness of the allowance is
applied on a regular basis and considers all loans. The systematic methodology
consists of two major elements. The first major element includes a detailed
analysis of the loan portfolio in two phases. The first phase is conducted in
accordance with SFAS No. 114, “Accounting by Creditors for the
Impairment of a Loan” as amended by SFAS No. 118, “Accounting by Creditors for
Impairment of a Loan — Income Recognition and Disclosures.” Individual
loans are reviewed to identify loans for impairment. A loan is impaired when
principal and interest are deemed uncollectible in accordance with the original
contractual terms of the loan. Impairment is measured as either the expected
future cash flows discounted at each loan’s effective interest rate, the fair
value of the loan’s collateral if the loan is collateral dependent, or an
observable market price of the loan, if one exists. Upon measuring the
impairment, the Company will ensure an appropriate level of allowance is present
or established.





Central
to the first phase and the Company’s credit risk management is its loan risk
rating system. The originating credit officer assigns borrowers an initial risk
rating, which is based primarily on a thorough analysis of each borrower’s
financial position in conjunction with industry and economic trends. Approvals
are made based upon the amount of inherent credit risk specific to the
transaction and are reviewed for appropriateness by senior credit administration
personnel. Credits are monitored by credit administration personnel for
deterioration in a borrower’s financial condition, which would impact the
ability of the borrower to perform under the contract. Risk ratings are adjusted
as necessary.





Based on
the risk rating system, specific allowances are established in cases where
management has identified significant conditions or circumstances related to a
credit that management believes indicates the possibility of loss. Management
performs a detailed analysis of these loans, including, but not limited to, cash
flows, appraisals of the collateral, conditions of the marketplace for
liquidating the collateral, and assessment of the guarantors. Management then
determines the inherent loss potential and allocates a portion of the allowance
for losses as a specific allowance for each of these credits.





The
second phase is conducted by segmenting the loan portfolio by risk rating and
into groups of loans with similar characteristics in accordance with SFAS No. 5,
“Accounting for
Contingencies.”  In this second phase, groups of loans with
similar characteristics are reviewed and the appropriate allowance factor is
applied based on the five-year average charge-off rate for each particular group
of loans.





46
 Table of Contents




The
second major element of the analysis, which considers qualitative internal and
external factors that may affect a loan’s collectibility, is based upon
management’s evaluation of various conditions, the effects of which are not
directly measured in the determination of the historical and specific
allowances. The evaluation of the inherent loss with respect to these conditions
is subject to a higher degree of uncertainty because they are not identified
with specific problem credits or portfolio segments. The conditions evaluated in
connection with the second element of the analysis of the allowance include, but
are not limited to the following conditions that existed as of the balance sheet
date:





§
            then-existing
      general economic and business conditions affecting the key lending areas
      of the Company;


§
            credit
      quality trends (including trends in non-performing loans expected to
      result from existing conditions);


§
            collateral
      values;


§
            loan
      volumes and concentrations;


§
            seasoning
      of the loan portfolio;


§
            specific
      industry conditions within portfolio
segments;


§
            recent
      loss experience within portfolio
segments;


§
            duration
      of the current business cycle;


§
            bank
      regulatory examination results; and


§
            findings
      of the Company’s internal credit
examiners.





Management
reviews these conditions in discussion with the Company’s senior credit
officers. To the extent that any of these conditions is evidenced by a
specifically identifiable problem credit or portfolio segment as of the
evaluation date, management’s estimate of the effect of such condition may be
reflected as a specific allowance applicable to such credit or portfolio
segment. Where any of these conditions is not evidenced by a specifically
identifiable problem credit or portfolio segment as of the evaluation date,
management’s evaluation of the inherent loss related to such condition is
reflected in the second major element of the allowance.





Implicit
in lending activities is the risk that losses will and do occur and that the
amount of such losses will vary over time.  Consequently, the Company
maintains an allowance for loan losses by charging a provision for loan losses
to earnings.  Loans determined to be losses are charged against the
allowance for loan losses.  The Company’s allowance for loan losses is
maintained at a level considered by management to be adequate to provide for
estimated losses inherent in the existing portfolio.





Management
believes that the allowance for loan losses at December 31, 2008, was adequate
to provide for both recognized probable losses and estimated inherent losses in
the portfolio.  No assurances can be given that future events may not
result in increases in delinquencies, non-performing loans, or net loan
charge-offs that would increase the provision for loan losses and thereby
adversely affect the results of operations.





Interest
Rate Risk


The
mismatch between maturities of interest sensitive assets and liabilities results
in uncertainty in the Company’s earnings and economic value and is referred to
as interest rate risk. The Company does not attempt to predict interest rates
and positions the balance sheet in a manner which seeks to minimize, to the
extent possible, the effects of changing interest rates.





The
Company measures interest rate risk in terms of potential impact on both its
economic value and earnings. The methods for governing the amount of interest
rate risk include: (1) analysis of asset and liability mismatches (GAP
analysis); (2) the utilization of a simulation model; and (3) limits on
maturities of investment, loan, and deposit products which reduces the market
volatility of those instruments.





The Gap
analysis measures, at specific time intervals, the divergence between earning
assets and interest bearing liabilities for which repricing opportunities will
occur. A positive difference, or Gap, indicates that earning assets will reprice
faster than interest-bearing liabilities. This will generally produce a greater
net interest margin during periods of rising interest rates and a lower net
interest margin during periods of declining interest rates. Conversely, a
negative Gap will generally produce a lower net interest margin during periods
of rising interest rates and a greater net interest margin during periods of
decreasing interest rates.





47
 Table of Contents




The
interest rates paid on deposit accounts do not always move in unison with the
rates charged on loans. In addition, the magnitude of changes in the rates
charged on loans is not always proportionate to the magnitude of changes in the
rate paid for deposits. Consequently, changes in interest rates do not
necessarily result in an increase or decrease in the net interest margin solely
as a result of the differences between repricing opportunities of earning assets
or interest bearing liabilities.





The
Company also utilizes the results of a dynamic simulation model to quantify the
estimated exposure of net interest income to sustained interest rate changes.
The sensitivity of the Company’s net interest income is measured over a rolling
one-year horizon.





The
simulation model estimates the impact of changing interest rates on interest
income from all interest earning assets and the interest expense paid on all
interest bearing liabilities reflected on the Company’s balance sheet. This
sensitivity analysis is compared to policy limits, which specify a maximum
tolerance level for net interest income exposure over a one-year horizon
assuming no balance sheet growth, given a 200 basis point upward and a 100 basis
point downward shift in interest rates. A shift in rates over a 12-month period
is assumed. Results that exceed policy limits, if any, are analyzed for risk
tolerance and reported to the Board with appropriate recommendations. At
December 31, 2008, the Company’s estimated net interest income sensitivity to
changes in interest rates, as a percent of net interest income was a decrease in
net interest income of 2.17% if rates increase by 200 basis points and an
increase in net interest income of 1.38% if rates decline 100 basis
points.





The
estimated sensitivity does not necessarily represent a Company forecast and the
results may not be indicative of actual changes to the Company’s net interest
income. These estimates are based upon a number of assumptions including: the
nature and timing of interest rate levels including yield curve shape;
prepayments on loans and securities; pricing strategies on loans and deposits;
replacement of asset and liability cash flows; and other assumptions. While the
assumptions used are based on current economic and local market conditions,
there is no assurance as to the predictive nature of these conditions including
how customer preferences or competitor influences might change.





Liquidity
Risk


Liquidity
risk is the risk to earnings or capital resulting from the Company’s inability
to meet its obligations when they come due without incurring unacceptable
losses. It includes the ability to manage unplanned decreases or changes in
funding sources and to recognize or address changes in market conditions that
affect the Company’s ability to liquidate assets or acquire funds quickly and
with minimum loss of value. The Company endeavors to maintain a cash flow
adequate to fund operations, handle fluctuations in deposit levels, respond to
the credit needs of borrowers, and to take advantage of investment opportunities
as they arise. The principal sources of liquidity include credit facilities from
correspondent banks, brokerage firms, and the Federal Home Loan Bank, as well as
interest and principal payments on loans and investments, proceeds from the
maturity or sale of investments, and growth in deposits.





In
general, liquidity risk is managed daily by controlling the level of Federal
Funds and the use of funds provided by the cash flow from the investment
portfolio. The Company maintains overnight investments in Federal Funds as a
cushion for temporary liquidity needs. During 2008 Federal Funds Sold averaged
$16.6 million. The Company maintains Federal Funds credit lines of $71 million
with major banks subject to the customary terms and conditions for such
arrangements and $50 million in repurchase lines with major brokers. In
addition, the Company has additional borrowing capacity of $181.7 million from
the Federal Home Loan Bank and $329.4 million from the Federal Reserve
Bank.





At
December 31, 2008, the Company had available sources of liquidity, which
included cash and cash equivalents and unpledged investment securities of
approximately $106.8 million, which represents 6.3% of total
assets.





48
 Table of Contents





Item 8. Financial Statements and Supplementary Data





INDEX TO CONSOLIDATED FINANCIAL
STATEMENTS


AND
FINANCIAL STATEMENT SCHEDULES





PageReport
      of Management on Internal Control Over Financial Reporting
                  
                  
                  50Reports
      of Independent Registered Public Accounting Firms
                  
                  
                  51Consolidated
      Financial StatementsConsolidated
      Statement of Income – Years ended December 31, 2008, 2007 and
      2006
                  
                  
                  53Consolidated
      Balance Sheet – December 31, 2008, and 2007
                  
                  
                  54Consolidated
      Statement of Changes in Shareholders' Equity – Years ended December 31,
      2008, 2007 and 2006
                  
                  
                  55Consolidated
      Statement of Comprehensive Income
                  
                  
                  56Consolidated
      Statement of Cash Flows - Years Ended December 31, 2008, 2007 and
      2006
                  
                  
                  57Notes
      to Consolidated Financial Statements
                  
                  
                  58




49
 Table of Contents




Farmers
& Merchants Bancorp





Report
of Management on Internal Control Over Financial Reporting








Management
is responsible for establishing and maintaining adequate internal control over
financial reporting at Farmers & Merchants Bancorp (“the Company”). Internal
control over financial reporting includes controls over the preparation of
financial statements in accordance with the instructions to the Consolidated
Financial Statements for Bank Holding Companies (Form FR Y-9C) to comply with
the reporting requirements of Section 112 of the Federal Deposit Insurance
Corporation Improvement Act (“FDICIA”).





Management
has assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2008, based on criteria described in “Internal
Control-Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on that assessment, management
concluded that the Company maintained effective internal control over financial
reporting as of December 31, 2008.





Perry-Smith
LLP, the independent registered public accounting firm that audited the
financial statements included in this Annual Report, was engaged to express an
opinion as to the fairness of presentation of such financial statements.
Perry-Smith LLP was also engaged to assess the effectiveness of the Company’s
internal control over financial reporting. The report of Perry-Smith LLP follows
this report.








/s/
      Kent A. Steinwert
              /s/
      Stephen W. HaleyKent
      A. Steinwert
              Stephen
      W. HaleyPresident
      & Chief Executive Officer
              Executive
      Vice President & Chief Financial
Officer




50
 Table of Contents





REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM








The
Shareholders and Board of Directors


Farmers
& Merchants Bancorp


Lodi,
California








We have
audited the accompanying consolidated balance sheet of Farmers & Merchants
Bancorp and subsidiaries (the "Company") as of December 31, 2008 and 2007, and
the related consolidated statements of income, changes in shareholders' equity,
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 2008.  We also have audited the Company's
internal control over financial reporting as of December 31, 2008, based on
criteria established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (the "COSO
criteria").  The Company's management is responsible for these
financial statements, for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over
financial reporting included in the accompanying Report of Management on
Internal Control over Financial Reporting.  Our responsibility is to
express an opinion on these consolidated financial statements and an opinion on
the Company's internal control over financial reporting based on our
audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatement and
whether effective internal control over financial reporting was maintained in
all material respects.  Our audits of the consolidated financial
statements included examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation.  Our audit of internal control over
financial reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk.  Our audits also included
performing such other procedures as we considered necessary in the
circumstances.  We believe that our audits provide a reasonable basis
for our opinions.




51
 Table of Contents





REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM


(Continued)








A
company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.  Management’s
assessment and our audit of internal control over financial reporting included
controls over the Company’s preparation of financial statements in accordance
with the instructions to the Consolidated Financial Statements for Bank Holding
Companies (Form FR Y9C) to comply with the requirements of Section 112 of the
Federal Deposit Insurance Corporation Improvement Act (FDICIA).  A
company's internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.





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





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Farmers & Merchants
Bancorp and subsidiaries as of December 31, 2008 and 2007, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 2008 in conformity with accounting principles
generally accepted in the United States of America.  Also, in our
opinion, Farmers & Merchants Bancorp and subsidiaries maintained, in all
material respects, effective internal control over financial reporting as of
December 31, 2008, based on the COSO criteria.








/s/
      Perry-Smith LLP








Sacramento,
California


March 3,
2009





52
 Table of Contents




Farmers
      & Merchants BancorpConsolidated
      Statements of Income(in
      thousands except per share data)Year
      Ended December 31,2008
                
                
                2007
                
                
                2006Interest
      IncomeInterest
      and Fees on Loans
                
                $
                77,924
                
                
                $
                84,081
                
                
                $
                76,872Interest
      on Federal Funds Sold and Securities Purchased Under Agreements to
      Resell
                
                
                424
                
                
                
                538
                
                
                
                49Interest
      on Investment Securities:Taxable
                
                
                11,801
                
                
                
                7,920
                
                
                
                8,184Exempt
      from Federal Tax
                
                
                3,059
                
                
                
                3,236
                
                
                
                3,291Total
      Interest Income
                
                
                93,208
                
                
                
                95,775
                
                
                
                88,396Interest
      ExpenseDeposits
                
                
                22,374
                
                
                
                29,960
                
                
                
                18,630Borrowed
      Funds
                
                
                1,773
                
                
                
                1,397
                
                
                
                5,164Subordinated
      Debentures
                
                
                637
                
                
                
                868
                
                
                
                827Total
      Interest Expense
                
                
                24,784
                
                
                
                32,225
                
                
                
                24,621Net
      Interest Income
                
                
                68,424
                
                
                
                63,550
                
                
                
                63,775Provision
      for Loan Losses
                
                
                7,998
                
                
                
                1,495
                
                
                
                275Net
      Interest Income After Provision for Loan Losses
                
                
                60,426
                
                
                
                62,055
                
                
                
                63,500Non-Interest
      IncomeService
      Charges on Deposit Accounts
                
                
                7,144
                
                
                
                7,287
                
                
                
                6,046Net
      Gain (Loss) on Investment Securities
                
                
                1,503
                
                
                
                (1,707
                )
                
                
                (2,168
                )Credit
      Card Merchant Fees
                
                
                1,109
                
                
                
                2,181
                
                
                
                2,124Gain
      on Sale of Merchant Card Business
                
                
                1,905
                
                
                
                -
                
                
                
                -Gain
      on Sale of Credit Card Loan Portfolio
                
                
                1,030
                
                
                
                -
                
                
                
                -Increase
      in Cash Surrender Value of Life Insurance
                
                
                1,785
                
                
                
                1,737
                
                
                
                1,645ATM
      Fees
                
                
                1,481
                
                
                
                1,376
                
                
                
                1,202Net
      (Loss) Gain on Deferred Compensation Investments
                
                
                (2,664
                )
                
                
                1,047
                
                
                
                349Other
                
                
                2,771
                
                
                
                3,534
                
                
                
                2,865Total
      Non-Interest Income
                
                
                16,064
                
                
                
                15,455
                
                
                
                12,063Non-Interest
      ExpenseSalaries
      and Employee Benefits
                
                
                27,039
                
                
                
                26,317
                
                
                
                27,471Net
      (Loss) Gain on Deferred Compensation Investments
                
                
                (2,664
                )
                
                
                1,047
                
                
                
                349Occupancy
                
                
                2,651
                
                
                
                2,559
                
                
                
                2,455Equipment
                
                
                2,658
                
                
                
                2,875
                
                
                
                3,218Credit
      Card Merchant Expense
                
                
                828
                
                
                
                1,640
                
                
                
                1,569Marketing
                
                
                532
                
                
                
                463
                
                
                
                1,167OREO
      Holding Costs
                
                
                2,223
                
                
                
                -
                
                
                
                -Other
                
                
                6,836
                
                
                
                7,044
                
                
                
                6,892Total
      Non-Interest Expense
                
                
                40,103
                
                
                
                41,945
                
                
                
                43,121Income
      Before Income Taxes
                
                
                36,387
                
                
                
                35,565
                
                
                
                32,442Provision
      for Income Taxes
                
                
                13,597
                
                
                
                12,870
                
                
                
                11,813Net
      Income
                
                $
                22,790
                
                
                $
                22,695
                
                
                $
                20,629Earnings
      Per Share
                
                $
                28.69
                
                
                $
                28.05
                
                
                $
                25.25





The
accompanying notes are an integral part of these consolidated financial
statements





53
 Table of Contents




Farmers
      & Merchants BancorpConsolidated
      Balance Sheets(in
      thousands except share data)December
      31,Assets
                
                2008
                
                
                2007Cash
      and Cash Equivalents:Cash
      and Due from Banks
                
                $
                46,774
                
                
                $
                50,240Federal
      Funds Sold and Securities Purchased Under Agreements to
    Resell
                
                
                14,000
                
                
                
                1,150Total
      Cash and Cash Equivalents
                
                
                60,774
                
                
                
                51,390Investment
      Securities:Available-for-Sale
                
                
                291,839
                
                
                
                142,043Held-to-Maturity
                
                
                71,890
                
                
                
                105,594Total
      Investment Securities
                
                
                363,729
                
                
                
                247,637Loans:
                
                
                1,177,364
                
                
                
                1,140,969Less:
      Allowance for Loan Losses
                
                
                20,034
                
                
                
                18,483Loans,
      Net
                
                
                1,157,330
                
                
                
                1,122,486Premises
      and Equipment, Net
                
                
                21,653
                
                
                
                20,188Bank
      Owned Life Insurance
                
                
                41,965
                
                
                
                40,180Interest
      Receivable and Other Assets
                
                
                38,986
                
                
                
                37,291Total
      Assets
                
                $
                1,684,437
                
                
                $
                1,519,172LiabilitiesDeposits:Demand
                
                $
                319,318
                
                
                $
                307,299Interest-Bearing
      Transaction
                
                
                146,879
                
                
                
                138,665Savings
                
                
                353,055
                
                
                
                301,678Time
                
                
                613,450
                
                
                
                563,148Total
      Deposits
                
                
                1,432,702
                
                
                
                1,310,790Securities
      Sold Under Agreement to Repurchase
                
                
                60,000
                
                
                
                -Federal
      Home Loan Bank Advances
                
                
                703
                
                
                
                28,954Subordinated
      Debentures
                
                
                10,310
                
                
                
                10,310Interest
      Payable and Other Liabilities
                
                
                24,177
                
                
                
                25,700Total
      Liabilities
                
                
                1,527,892
                
                
                
                1,375,754Commitments
      & Contingencies (See Note 16)Shareholders'
      EquityPreferred
      Stock:  No Par Value.  1,000,000 Authorized, None
      Issued or Outstanding
                
                
                -
                
                
                
                -Common
      Stock:  Par Value $0.01, 20,000,000 Shares Authorized, 786,960
      and 800,112 Issued and Outstanding at December 31, 2008 and 2007,
      respectively
                
                
                8
                
                
                
                8Additional
      Paid-In Capital
                
                
                78,527
                
                
                
                84,437Retained
      Earnings
                
                
                72,350
                
                
                
                57,990Accumulated
      Other Comprehensive Gain
                
                
                5,660
                
                
                
                983Total
      Shareholders' Equity
                
                
                156,545
                
                
                
                143,418Total
      Liabilities and Shareholders' Equity
                
                $
                1,684,437
                
                
                $
                1,519,172





The
accompanying notes are an integral part of these consolidated financial
statements





54
 Table of Contents




Farmers
      & Merchants BancorpConsolidated
      Statements of Changes in Shareholders' Equity(in
      thousands except share and per share data)AccumulatedCommon
                
                
                
                
                
                Additional
                
                
                
                
                
                Other
                
                
                TotalShares
                
                
                Common
                
                
                Paid-In
                
                
                Retained
                
                
                Comprehensive
                
                
                Shareholders'Outstanding
                
                
                Stock
                
                
                Capital
                
                
                Earnings
                
                
                Gain
      (Loss)
                
                
                EquityBalance,
      December 31, 2005
                
                
                823,651
                
                
                $
                8
                
                
                $
                95,862
                
                
                $
                29,463
                
                
                $
                (1,685
                )
                
                $
                123,648Net
      Income
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                20,629
                
                
                
                
                
                
                
                20,629Cash
      Dividends Declared on Common Stock ($8.55 per share)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (6,966
                )
                
                
                
                
                
                
                (6,966
                )Repurchase
      of Stock
                
                
                (11,718
                )
                
                
                
                
                
                
                (5,936
                )
                
                
                
                
                
                
                
                
                
                
                (5,936
                )Change
      in Net Unrealized Gains on Derivative Instruments
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (7
                )
                
                
                (7
                )Change
      in Net Unrealized Loss on Securities Available-for-Sale
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                972
                
                
                
                972Balance,
      December 31, 2006
                
                
                811,933
                
                
                
                8
                
                
                
                89,926
                
                
                
                43,126
                
                
                
                (720
                )
                
                
                132,340Net
      Income
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                22,695
                
                
                
                
                
                
                
                22,695Cash
      Dividends Declared on Common Stock ($9.70 per share)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (7,831
                )
                
                
                
                
                
                
                (7,831
                )Repurchase
      of Stock
                
                
                (11,821
                )
                
                
                
                
                
                
                (5,489
                )
                
                
                
                
                
                
                
                
                
                
                (5,489
                )Change
      in Net Unrealized Gains on Derivative Instruments
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                2
                
                
                
                2Change
      in Net Unrealized Loss on Securities Available-for-Sale
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,701
                
                
                
                1,701Balance,
      December 31, 2007
                
                
                800,112
                
                
                
                8
                
                
                
                84,437
                
                
                
                57,990
                
                
                
                983
                
                
                
                143,418Net
      Income
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                22,790
                
                
                
                
                
                
                
                22,790Cash
      Dividends Declared on Common Stock ($10.65 per share)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (8,430
                )
                
                
                
                
                
                
                (8,430
                )Repurchase
      of Stock
                
                
                (13,152
                )
                
                
                
                
                
                
                (5,910
                )
                
                
                
                
                
                
                
                
                
                
                (5,910
                )Change
      in Net Unrealized Gain on Securities Available-for-Sale
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                4,677
                
                
                
                4,677Balance,
      December 31, 2008
                
                
                786,960
                
                
                $
                8
                
                
                $
                78,527
                
                
                $
                72,350
                
                
                $
                5,660
                
                
                $
                156,545





The
accompanying notes are an integral part of these consolidated financial
statements





55
 Table of Contents




Farmers
      & Merchants BancorpConsolidated
      Statements of Comprehensive Income(in
      thousands)Year
      Ended December 31,2008
                
                
                2007
                
                
                2006Net
      Income
                
                $
                22,790
                
                
                $
                22,695
                
                
                $
                20,629Other
      Comprehensive IncomeUnrealized
      Gains (Losses) on Derivative Instruments:Reclassification
      adjustment for realized gains included in net income, net of related
      income tax effects of $0, $1 and $(6) for the years ended December 31,
      2008, 2007 and 2006, respectively.
                
                
                -
                
                
                
                2
                
                
                
                (7
                )Unrealized
      Gains (Losses) on Securities:Unrealized
      holding gains (losses) arising during the period, net of income tax
      effects of $4,026, $517 and  $(206) for the years ended December
      31, 2008, 2007 and 2006, respectively.
                
                
                5,548
                
                
                
                712
                
                
                
                (284
                )Less:
      Reclassification adjustment for realized (gains) losses included in net
      income, net of related income tax effects of $(632), $718, and $912 for
      the years ended December 31,2008, 2007 and 2006,
    respectively.
                
                
                (871
                )
                
                
                989
                
                
                
                1,256Total
      Other Comprehensive Income
                
                
                4,677
                
                
                
                1,703
                
                
                
                965Comprehensive
      Income
                
                $
                27,467
                
                
                $
                24,398
                
                
                $
                21,594





The
accompanying notes are an integral part of these consolidated financial
statements





56
 Table of Contents




Farmers
      & Merchants BancorpConsolidated
      Statements of Cash Flows(in
      thousands)Year
      Ended December 31,2008
                
                
                2007
                
                
                2006Operating
      ActivitiesNet
      Income
                
                $
                22,790
                
                
                $
                22,695
                
                
                $
                20,629Adjustments
      to Reconcile Net Income to Net Cash Provided by Operating
      Activities:Provision
      for Loan Losses
                
                
                7,998
                
                
                
                1,495
                
                
                
                275Depreciation
      and Amortization
                
                
                1,878
                
                
                
                1,933
                
                
                
                1,892Provision
      for Deferred Income Taxes
                
                
                (995
                )
                
                
                (2,316
                )
                
                
                (1,169
                )Net
      Amortization (Accretion) of Investment Security Premium &
      Discounts
                
                
                301
                
                
                
                213
                
                
                
                (166
                )Net
      (Gain) Loss on Investment Securities
                
                
                (1,503
                )
                
                
                1,707
                
                
                
                2,168Net
      Gain on Sale of Property & Equipment
                
                
                (15
                )
                
                
                (12
                )
                
                
                (6
                )Net
      Change in Operating Assets & Liabilities:Net
      Increase in Interest Receivable and Other Assets
                
                
                (5,879
                )
                
                
                (5,338
                )
                
                
                (9,133
                )Net
      (Decrease) Increase in Interest Payable and Other
    Liabilities
                
                
                (1,523
                )
                
                
                3,177
                
                
                
                6,329Net
      Cash Provided by Operating Activities
                
                
                23,052
                
                
                
                23,554
                
                
                
                20,819Investing
      ActivitiesSecurities
      Available-for-Sale:Purchased
                
                
                (240,063
                )
                
                
                (43,577
                )
                
                
                (72,910
                )Sold,
      Matured or Called
                
                
                99,268
                
                
                
                35,254
                
                
                
                98,041Securities
      Held-to-Maturity:Purchased
                
                
                (4,500
                )
                
                
                (2,424
                )
                
                
                (7,347
                )Sold,
      Matured or Called
                
                
                38,476
                
                
                
                7,994
                
                
                
                5,964Net
      Loans Originated or Acquired
                
                
                (43,172
                )
                
                
                (95,430
                )
                
                
                (74,494
                )Principal
      Collected on Loans Previously Charged Off
                
                
                330
                
                
                
                262
                
                
                
                803Net
      Additions to Premises and Equipment
                
                
                (3,349
                )
                
                
                (1,625
                )
                
                
                (4,866
                )Proceeds
      from Sale of Property & Equipment
                
                
                21
                
                
                
                12
                
                
                
                6Net
      Cash Used by Investing Activities
                
                
                (152,989
                )
                
                
                (99,534
                )
                
                
                (54,803
                )Financing
      ActivitiesNet
      Increase (Decrease) in Demand, Interest-Bearing Transaction and Savings
      Deposits
                
                
                71,610
                
                
                
                48,606
                
                
                
                (48,256
                )Net
      Increase in Time Deposits
                
                
                50,302
                
                
                
                63,656
                
                
                
                143,444Net
      Decrease in Federal Funds Purchased
                
                
                -
                
                
                
                -
                
                
                
                (650
                )Securities
      Sold Under Agreement to Repurchase
                
                
                60,000
                
                
                
                -
                
                
                
                -Net
      Decrease in Federal Home Loan Bank Advances
                
                
                (28,251
                )
                
                
                (18,578
                )
                
                
                (51,315
                )Stock
      Repurchases
                
                
                (5,910
                )
                
                
                (5,489
                )
                
                
                (5,936
                )Cash
      Dividends
                
                
                (8,430
                )
                
                
                (7,831
                )
                
                
                (6,966
                )Net
      Cash Provided by Financing Activities
                
                
                139,321
                
                
                
                80,364
                
                
                
                30,321Increase
      (Decrease) in Cash and Cash Equivalents
                
                
                9,384
                
                
                
                4,384
                
                
                
                (3,663
                )Cash
      and Cash Equivalents at Beginning of Year
                
                
                51,390
                
                
                
                47,006
                
                
                
                50,669Cash
      and Cash Equivalents at End of Year
                
                $
                60,774
                
                
                $
                51,390
                
                
                $
                47,006Supplementary
      DataCash
      Payments Made for Income Taxes
                
                $
                16,100
                
                
                $
                14,995
                
                
                $
                12,138Interest
      Paid
                
                $
                26,552
                
                
                $
                31,287
                
                
                $
                22,857





The
accompanying notes are an integral part of these consolidated financial
statements





57
 Table of Contents





Notes
to Consolidated Financial Statements





1.
Significant Accounting Policies





Farmers
& Merchants Bancorp (the Company) was organized March 10, 1999. Primary
operations are related to traditional banking activities through its subsidiary
Farmers & Merchants Bank of Central California (the Bank) which was
established in 1916. The Bank’s wholly owned subsidiaries include Farmers &
Merchants Investment Corporation and Farmers/Merchants Corp. Farmers &
Merchants Investment Corporation has been dormant since 1991. Farmers/Merchants
Corp. acts as trustee on deeds of trust originated by the Bank.





The
Company’s other subsidiaries include F & M Bancorp, Inc. and FMCB Statutory
Trust I. F & M Bancorp, Inc. was created in March 2002 to protect the name F
& M Bank. During 2002 the Company completed a fictitious name filing in
California to begin using the streamlined name “F & M Bank” as part of a
larger effort to enhance the Company’s image and build brand name recognition.
In December 2003 the Company formed a wholly owned subsidiary, FMCB Statutory
Trust I. FMCB Statutory Trust I is a non-consolidated subsidiary per generally
accepted accounting principles (GAAP) and was formed for the sole purpose of
issuing Trust Preferred Securities. The accounting and reporting policies of the
Company conform to accounting principles generally accepted in the United States
of America and prevailing practice within the banking industry. The
following is a summary of the significant accounting and reporting policies used
in preparing the consolidated financial statements.





Basis
of Presentation


The
accompanying consolidated financial statements and notes thereto have been
prepared in accordance with accounting principles generally accepted in the
United States of America for financial information and with the instructions to
Form 10-K and Article 9 of Regulation S-X.





The
accompanying consolidated financial statements include the accounts of the
Company and the Company’s wholly owned subsidiaries, F & M Bancorp, Inc. and
the Bank, along with the Bank’s wholly owned subsidiaries, Farmers &
Merchants Investment Corporation and Farmers/Merchants Corp. Significant
inter-company transactions have been eliminated in consolidation.





The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions. These estimates and assumptions
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from these
estimates.





Certain
amounts in the prior years' financial statements and related footnote
disclosures have been reclassified to conform to the current-year presentation.
These reclassifications have no effect on previously reported
income.





Cash
and Cash Equivalents


For
purposes of the Consolidated Statement of Cash Flows, the Company has defined
cash and cash equivalents as those amounts included in the balance sheet
captions Cash and Due from Banks, Federal Funds Sold and Securities Purchased
Under Agreements to Resell. Generally, these transactions are for one-day
periods. For these instruments, the carrying amount is a reasonable estimate of
fair value.





Investment
Securities


Investment
securities are classified at the time of purchase as held-to-maturity if it is
management’s intent and the Company has the ability to hold the securities until
maturity. These securities are carried at cost, adjusted for amortization of
premium and accretion of discount using a level yield of interest over the
estimated remaining period until maturity. Losses, reflecting a decline in value
judged by the Company to be other than temporary, are recognized in the period
in which they occur.





58
 Table of Contents





Securities
are classified as available-for-sale if it is management’s intent, at the time
of purchase, to hold the securities for an indefinite period of time and/or to
use the securities as part of the Company’s asset/liability management strategy.
These securities are reported at fair value with aggregate unrealized gains or
losses excluded from income and included as a separate component of
shareholders’ equity, net of related income taxes. Fair values are based on
quoted market prices or broker/dealer price quotations on a specific
identification basis. Gains or losses on the sale of these securities are
computed using the specific identification method.





Trading
securities, if any, are acquired for short-term appreciation and are recorded in
a trading portfolio and are carried at fair value, with unrealized gains and
losses recorded in non-interest income.





Investment
securities are evaluated for impairment on at least a quarterly basis and more
frequently when economic or market conditions warrant such an evaluation to
determine whether a decline in their value is other than temporary. Management
utilizes criteria such as the magnitude and duration of the decline and the
intent and ability of the Company to retain its investment in the securities for
a period of time sufficient to allow for an anticipated recovery in fair value,
in addition to the reasons underlying the decline, to determine whether the loss
in value is other than temporary. The term “other than temporary” is not
intended to indicate that the decline is permanent, but indicates that the
prospect for a near-term recovery of value is not necessarily favorable, or that
there is a lack of evidence to support a realizable value equal to or greater
than the carrying value of the investment. Once a decline in value is determined
to be other than temporary, the value of the security is reduced and a
corresponding charge to earnings is recognized.





Loans


Loans are
reported at the principal amount outstanding net of unearned discounts and
deferred loan fees and costs. Interest income on loans is accrued daily on the
outstanding balances using the simple interest method. Loan origination fees are
deferred and recognized over the contractual life of the loan as an adjustment
to the yield. Loans are placed on non-accrual status when the collection of
principal or interest is in doubt or when they become past due for 90 days or
more unless they are both well-secured and in the process of collection. For
this purpose a loan is considered well-secured if it is collateralized by
property having a net realizable value in excess of the amount of the loan or is
guaranteed by a financially capable party. When a loan is placed on non-accrual
status, the accrued and unpaid interest receivable is reversed and charged
against current income; thereafter, interest income is recognized only as it is
collected in cash. Loans placed on non-accrual status are returned to accrual
status when the loans are paid current as to principal and interest and future
payments are expected to be made in accordance with the contractual terms of the
loan.





A loan is
impaired when, based on current information and events, it is probable that the
Company will be unable to collect all amounts due according to the contractual
terms of the loan agreement. When a loan is impaired, the recorded amount of the
loan in the Consolidated Balance Sheet is based on the present value of expected
future cash flows discounted at the loan’s effective interest rate, or the
observable or estimated market price of the loan, or on the fair value of the
collateral if the loan is collateral dependent. Interest income on impaired
loans is reported on a cash basis.





Allowance
for Loan Losses


As a
financial institution which assumes lending and credit risks as a principal
element in its business, the Company anticipates that credit losses will be
experienced in the normal course of business. Accordingly, the allowance for
loan losses is maintained at a level considered adequate by management to
provide for losses that are inherent in the portfolio. The allowance is reduced
by charge-offs and increased by provisions charged to operating expense and by
recoveries on loans previously charged off. Management employs a systematic
methodology for determining the allowance for loan losses. On a quarterly basis,
management reviews the credit quality of the loan portfolio and considers many
factors in determining the adequacy of the allowance at the balance sheet
date.





The
factors evaluated in connection with the allowance may include existing general
economic and business conditions affecting the key lending areas of the Company,
current levels of problem loans and delinquencies, credit quality trends,
collateral values, loan volumes and concentrations, seasoning of the loan
portfolio, specific industry conditions, recent loss experience, duration of the
current business cycle, bank regulatory examination results, and findings of the
Company’s internal credit examiners.





59
 Table of Contents





The
allowance also incorporates the results of measuring impaired loans as provided
in Statement of Financial Accounting Standards (SFAS) No. 114, “Accounting by Creditors for
Impairment of a Loan” and SFAS No. 118, “Accounting by Creditors for
Impairment of a Loan-Income Recognition and Disclosures.” These
accounting standards prescribe the measurement methods, income recognition and
disclosures related to impaired loans, which are discussed more fully in Note 3
to these Consolidated Financial Statements.





While the
Company utilizes a systematic methodology in determining its allowance, the
allowance is based on estimates, and ultimate losses may vary from current
estimates. In addition, the Federal Deposit Insurance Corporation and the
California Department of Financial Institutions, as an integral part of their
examination process, review the allowance for loan losses. These agencies may
require additions to the allowance for loan losses based on their judgment about
information available at the time of their examinations.





Premises
and Equipment


Premises,
equipment, and leasehold improvements are stated at cost, less accumulated
depreciation and amortization. Depreciation is computed principally by the
straight line method over the estimated useful lives of the assets. Estimated
useful lives of buildings range from 30 to 40 years, and for furniture and
equipment from 3 to 7 years. Leasehold improvements are amortized over the
lesser of the terms of the respective leases, or their useful lives, which are
generally 5 to 10 years. Remodeling and capital improvements are capitalized
while maintenance and repairs are charged directly to occupancy
expense.





Other
Real Estate


Other
real estate, which is included in other assets, is expected to be sold and is
comprised of properties no longer utilized for business operations and property
acquired through foreclosure in satisfaction of indebtedness. These properties
are recorded at fair value less estimated selling costs upon acquisition.
Revised estimates to the fair value less cost to sell are reported as
adjustments to the carrying amount of the asset, provided that such adjusted
value is not in excess of the carrying amount at acquisition. Initial losses on
properties acquired through full or partial satisfaction of debt are treated as
credit losses and charged to the allowance for loan losses at the time of
acquisition. Subsequent declines in value from the recorded amounts, routine
holding costs, and gains or losses upon disposition, if any, are included in
non-interest income or expense as incurred.





Income
Taxes


The
Company uses the liability method of accounting for income taxes. This method
results in the recognition of deferred tax assets and liabilities that are
reflected at currently enacted income tax rates applicable to the period in
which the deferred tax assets or liabilities are expected to be realized or
settled. As changes in tax laws or rates are enacted, deferred tax assets and
liabilities are adjusted through the provision for income taxes. The deferred
provision for income taxes is the result of the net change in the deferred tax
asset and deferred tax liability balances during the year. This amount, combined
with the current taxes payable or refundable, results in the income tax expense
for the current year.





On
January 1, 2007, the Company adopted Financial Accounting Standards Board
(“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income
Taxes (“FIN 48”).”  FIN 48 clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements in accordance
with FASB Statement No. 109, “Accounting for Income
Taxes.”  FIN 48 prescribes a recognition threshold and measurement
standard for the financial statement recognition and measurement of an income
tax position taken or expected to be taken in a tax return.  In addition,
FIN 48 provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure, and
transition.




The
provisions of FIN 48 have been applied to all tax positions of the Company as of
January 1, 2007. Only tax provisions that met the more-likely-than-not
recognition threshold on January 1, 2007, were recognized or continue to be
recognized.




The
adoption of FIN 48 did not have a material impact on the Company’s financial
position, results of operations, or cash flows.





60
 Table of Contents





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




Interest
expense and penalties associated with unrecognized tax benefits are classified
as income tax expense in the consolidated statement of income.





Dividends
and Earnings Per Share


The
Company’s common stock is not traded on any exchange. The shares are primarily
held by local residents and are not actively traded. Earnings per share amounts
are computed by dividing net income by the weighted average number of common
shares outstanding for the period. See Note 11.





Segment
Reporting


Statement
of Financial Accounting Standards No. 131, “Disclosures about Segments of an
Enterprise and Related Information” requires that public companies report
certain information about operating segments. It also requires that public
companies report certain information about their products and services, the
geographic areas in which they operate, and their major customers. The Company
is a holding company for a community bank which offers a wide array of products
and services to its customers. Pursuant to its banking strategy, emphasis is
placed on building relationships with its customers, as opposed to building
specific lines of business. As a result, the Company is not organized around
discernable lines of business and prefers to work as an integrated unit to
customize solutions for its customers, with business line emphasis and product
offerings changing over time as needs and demands change. Therefore, the Company
only reports one segment.





Derivative
Instruments and Hedging Activities


Statement
of Financial Accounting Standards, No. 133, “Accounting for Derivative
Instruments and Certain Hedging Activities” as amended by the Statement
of Financial Accounting Standards, No. 138, establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. All derivatives,
whether designated in hedging relationships or not, are required to be recorded
on the balance sheet at fair value. Changes in the fair value of those
derivatives are accounted for depending on the intended use of the derivative
and the resulting designation under specified criteria. If the derivative is
designated as a fair value hedge, the changes in the fair value of the
derivative and of the hedged item attributable to the hedged risk are recognized
in earnings. If the derivative is designated as a cash flow hedge, designed to
minimize interest rate risk, the effective portions of the change in the fair
value of the derivative are recorded in other comprehensive income (loss), net
of related income taxes. Ineffective portions of changes in the fair value of
cash flow hedges are recognized in earnings.





The
Company utilizes derivative financial instruments such as interest rate caps,
floors, swaps, and collars. These instruments are purchased and/or sold to
reduce the Company’s exposure to changing interest rates. The Company marks to
market the value of its derivative financial instruments and reflects gain or
loss in earnings in the period of change or in other comprehensive income
(loss). The Company was not utilizing any derivative instruments as of December
31, 2008.





Comprehensive
Income


Statement
of Financial Accounting Standards No. 130, “Reporting Comprehensive
Income” establishes standards for the reporting and display of
comprehensive income and its components in the financial statements. Other
comprehensive income (loss) refers to revenues, expenses, gains, and losses that
generally accepted accounting principles recognize as changes in value to an
enterprise but are excluded from net income. For the Company, comprehensive
income includes net income and changes in fair value of its available-for-sale
investment securities and cash flow hedges.





61
 Table of Contents





2.
Investment Securities





The
amortized cost, fair values, and unrealized gains and losses of the securities
available-for-sale are
as follows:


(in
thousands)





Amortized
                      
                      
                      Gross
      Unrealized
                      
                      
                      Fair/BookDecember
      31, 2008
                      
                      Cost
                      
                      
                      Gains
                      
                      
                      Losses
                      
                      
                      ValueObligations
      of States and Political Subdivisions
                      
                      $
                      10,224
                      
                      
                      $
                      7
                      
                      
                      $
                      -
                      
                      
                      $
                      10,231Mortgage-backed
      Securities
                      
                      
                      266,416
                      
                      
                      
                      9,761
                      
                      
                      
                      1
                      
                      
                      
                      276,176Other
                      
                      
                      5,432
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      5,432Total
                      
                      $
                      282,072
                      
                      
                      $
                      9,768
                      
                      
                      $
                      1
                      
                      
                      $
                      291,839





Amortized
                      
                      
                      Gross
      Unrealized
                      
                      
                      Fair/BookDecember
      31, 2007
                      
                      Cost
                      
                      
                      Gains
                      
                      
                      Losses
                      
                      
                      ValueObligations
      of States and Political Subdivisions
                      
                      $
                      9,957
                      
                      
                      $
                      22
                      
                      
                      $
                      -
                      
                      
                      $
                      9,979Mortgage-backed
      Securities
                      
                      
                      124,470
                      
                      
                      
                      1,778
                      
                      
                      
                      104
                      
                      
                      
                      126,144Other
                      
                      
                      5,920
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      5,920Total
                      
                      $
                      140,347
                      
                      
                      $
                      1,800
                      
                      
                      $
                      104
                      
                      
                      $
                      142,043





Included
with the 2008 available-for-sale “Other
Securities Fair/Book Value” total of $5.4 million was $5.1 million of FHLB
stock. Included with the 2007 available-for-sale“Other
Securities Fair/Book Value” total of $5.9 million was $4.8 million of FHLB
stock.





The book
values, estimated fair values and unrealized gains and losses of investments
classified as held-to-maturity are as
follows: (in
thousands)





Book
                      
                      
                      Gross
      Unrealized
                      
                      
                      FairDecember
      31, 2008
                      
                      Value
                      
                      
                      Gains
                      
                      
                      Losses
                      
                      
                      ValueObligations
      of States and Political Subdivisions
                      
                      $
                      64,765
                      
                      
                      $
                      529
                      
                      
                      $
                      988
                      
                      
                      $
                      64,306Mortgage-backed
      Securities
                      
                      
                      5,133
                      
                      
                      
                      107
                      
                      
                      
                      -
                      
                      
                      
                      5,240Other
                      
                      
                      1,992
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,992Total
                      
                      $
                      71,890
                      
                      
                      $
                      636
                      
                      
                      $
                      988
                      
                      
                      $
                      71,538





Book
                      
                      
                      Gross
      Unrealized
                      
                      
                      FairDecember
      31, 2007
                      
                      Value
                      
                      
                      Gains
                      
                      
                      Losses
                      
                      
                      ValueSecurities
      of U.S. Government Agencies
                      
                      $
                      30,435
                      
                      
                      $
                      352
                      
                      
                      $
                      5
                      
                      
                      $
                      30,782Obligations
      of States and Political Subdivisions
                      
                      
                      66,375
                      
                      
                      
                      460
                      
                      
                      
                      122
                      
                      
                      
                      66,713Mortgage-backed
      Securities
                      
                      
                      6,731
                      
                      
                      
                      -
                      
                      
                      
                      28
                      
                      
                      
                      6,703Other
                      
                      
                      2,053
                      
                      
                      
                      2
                      
                      
                      
                      -
                      
                      
                      
                      2,055Total
                      
                      $
                      105,594
                      
                      
                      $
                      814
                      
                      
                      $
                      155
                      
                      
                      $
                      106,253





Fair
values are based on quoted market prices or dealer quotes. If a quoted market
price or dealer quote is not available, fair value is estimated using quoted
market prices for similar securities.





In
November 2008 the Company sold approximately $35 million of held-to-maturity
Agency securities for a gain of $722,000 as a result of increasing concerns
regarding the failure of the U.S. Government to back this agency debt with its
“full faith and credit” after the Agencies were placed into conservatorship
during September 2008.  The Company took this action under the
provisions of FAS 115, which allow for the sale of held-to-maturity securities
where “there is evidence of a significant deterioration in the issuer’s
creditworthiness.”





The
remaining principal maturities of debt securities as of December 31, 2007, and
2006 are shown in the following tables. Mortgage-Backed Securities are presented
based on expected maturities. Expected maturities may differ from contractual
maturities as borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.





62
 Table of Contents




After
      1
                
                
                After
      5
                
                
                
                
                
                TotalSecurities
      Available-for-Sale
                
                Within
                
                
                but
                
                
                but
                
                
                Over
                
                
                FairDecember
      31, 2008(in
      thousands)
                
                1
      Year
                
                
                Within
      5
                
                
                Within
      10
                
                
                10
      years
                
                
                ValueObligations
      of States and Political Subdivisions
                
                $
                1,738
                
                
                $
                1,017
                
                
                $
                -
                
                
                $
                7,476
                
                
                $
                10,231Mortgage-backed
      Securities
                
                
                -
                
                
                
                -
                
                
                
                12,026
                
                
                
                264,150
                
                
                
                276,176Other
                
                
                5,432
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                5,432Total
                
                $
                7,170
                
                
                $
                1,017
                
                
                $
                12,026
                
                
                $
                271,626
                
                
                $
                291,8392007
      Totals
                
                $
                8,360
                
                
                $
                3,693
                
                
                $
                1,561
                
                
                $
                128,429
                
                
                $
                142,043





After
      1
                
                
                After
      5
                
                
                
                
                
                TotalSecurities
      Held-to-Maturity
                
                Within
                
                
                but
                
                
                but
                
                
                Over
                
                
                BookDecember
      31, 2008(in
      thousands)
                
                1
      Year
                
                
                Within
      5
                
                
                Within
      10
                
                
                10
      years
                
                
                ValueObligations
      of States and Political Subdivisions
                
                $
                1,570
                
                
                $
                4,571
                
                
                $
                24,686
                
                
                $
                33,938
                
                
                $
                64,765Mortgage-backed
      Securities
                
                
                -
                
                
                
                -
                
                
                
                5,133
                
                
                
                -
                
                
                
                5,133Other
                
                
                -
                
                
                
                -
                
                
                
                11
                
                
                
                1,981
                
                
                
                1,992Total
                
                $
                1,570
                
                
                $
                4,571
                
                
                $
                29,830
                
                
                $
                35,919
                
                
                $
                71,8902007
      Totals
                
                $
                5,340
                
                
                $
                41,314
                
                
                $
                16,349
                
                
                $
                42,591
                
                
                $
                105,594





The
following tables show those investments with gross unrealized losses and their
market value aggregated by investment category and length of time that
individual securities have been in a continuous unrealized loss position at the
dates indicated.





Less
      Than 12 Months
                      
                      
                      12
      Months or More
                      
                      
                      TotalDecember
      31, 2008
                        (in
      thousands)
                      
                      Fair
                        Value
                      
                      
                      Unrealized
                        Loss
                      
                      
                      Fair
                        Value
                      
                      
                      Unrealized
                        Loss
                      
                      
                      Fair
                        Value
                      
                      
                      Unrealized
                        LossObligations
      of States and Political Subdivisions
                      
                      $
                      24,092
                      
                      
                      $
                      988
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      24,092
                      
                      
                      $
                      988Mortgage-backed
      Securities
                      
                      
                      9,858
                      
                      
                      
                      1
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      9,858
                      
                      
                      
                      1Other
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Total
                      
                      $
                      33,950
                      
                      
                      $
                      989
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      33,950
                      
                      
                      $
                      989





Less
      Than 12 Months
                      
                      
                      12
      Months or More
                      
                      
                      TotalDecember
      31, 2007
                        (in
      thousands)
                      
                      Fair
                        Value
                      
                      
                      Unrealized
                        Loss
                      
                      
                      Fair
                        Value
                      
                      
                      Unrealized
                        Loss
                      
                      
                      Fair
                        Value
                      
                      
                      Unrealized
                        LossSecurities
      of U.S. Government Agencies
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      9,995
                      
                      
                      $
                      5
                      
                      
                      $
                      9,995
                      
                      
                      $
                      5Obligations
      of States and Political Subdivisions
                      
                      
                      4,974
                      
                      
                      
                      33
                      
                      
                      
                      14,338
                      
                      
                      
                      89
                      
                      
                      
                      19,312
                      
                      
                      
                      122Mortgage-backed
      Securities
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      19,057
                      
                      
                      
                      132
                      
                      
                      
                      19,057
                      
                      
                      
                      132Other
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Total
                      
                      $
                      4,974
                      
                      
                      $
                      33
                      
                      
                      $
                      43,390
                      
                      
                      $
                      226
                      
                      
                      $
                      48,364
                      
                      
                      $
                      259





As of
December 31, 2008, the Company held 170 investment securities of which 56 were
in a loss position for less than twelve months. No securities were in a loss
position for twelve months or more. Management periodically evaluates each
investment security for other-than-temporary impairment relying primarily on
industry analyst reports and observations of market conditions and interest rate
fluctuations. Management believes it will be able to collect all amounts due
according to the contractual terms of the underlying investment
securities.





63
 Table of Contents




Obligations
of States and Political Subdivisions


The
unrealized losses on the Company's investments in obligations of states and
political subdivisions were caused by interest rate increases. The contractual
terms of these investments do not permit the issuer to settle the securities at
a price less than the amortized cost of the investment. Because the Company has
the ability and intent to hold these investments until a recovery of fair value,
which may be maturity, the Company does not consider these investments to be
other-than-temporarily impaired at December 31, 2008.





Mortgage-backed
Securities


The
unrealized losses on the Company's investment in mortgage-backed securities were
caused by interest rate increases. The contractual cash flows of these
investments are guaranteed by an agency of the U.S. government. Accordingly, it
is expected that the securities would not be settled at a price less than the
amortized cost of the Company's investment. Because the decline in market value
is attributable to changes in interest rates and not credit quality, and because
the Company has the ability and intent to hold these investments until a
recovery of fair value, which may be maturity, the Company does not consider
these investments to be other-than-temporarily impaired at December 31,
2008.





Proceeds
from sales of securities available-for-sale were as follows:


(in
      thousands)
                
                Gross
                
                
                Gross
                
                
                GrossProceeds
                
                
                Gains
                
                
                Losses2008
                
                $
                71,255
                
                
                $
                933
                
                
                $
                2162007
                
                
                2,006
                
                
                
                1
                
                
                
                112006
                
                
                63,760
                
                
                
                1
                
                
                
                2,169





As of
December 31, 2008, securities carried at $295,898,000 were pledged to secure
public deposits, FHLB borrowings, and other government agency deposits as
required by law. This amount at December 31, 2007, was
$218,687,000.





3.
Loans and Allowance for Loan Losses





Loans as
of December 31 consisted of the following:


(in
      thousands)
                
                2008
                
                
                2007Commercial
      Real Estate
                
                $
                271,856
                
                
                $
                245,926Agricultural
      Real Estate
                
                
                227,166
                
                
                
                207,889Real
      Estate Construction
                
                
                75,472
                
                
                
                80,651Residential
      1st Mortgages
                
                
                105,980
                
                
                
                109,764Home
      Equity Lines and Loans
                
                
                66,159
                
                
                
                65,953Agricultural
                
                
                216,610
                
                
                
                215,798Commercial
                
                
                202,636
                
                
                
                197,108Consumer
      and Other
                
                
                13,612
                
                
                
                20,061Subtotal
                
                
                1,179,491
                
                
                
                1,143,150Deferred
      Loan Origination Fees, Net
                
                
                (2,127
                )
                
                
                (2,181
                )Allowance
      for Loan Losses
                
                
                (20,034
                )
                
                
                (18,483
                )Net
      Loans
                
                $
                1,157,330
                
                
                $
                1,122,486





At
December 31, 2008, the portion of loans that were approved for pledging as
collateral on borrowing lines with the Federal Home Loan Bank (“FHLB”) and the
Federal Reserve Bank (“FRB”) were $314.9 million and $438.7 million,
respectively. The borrowing capacity on these loans was $181.2 million from and
FHLB and $329.4 million from the FRB. There were no outstanding borrowings
against these loans at December 31, 2008.





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Changes
in the allowance for loan losses consisted of the following:


(in
      thousands)
                  
                  2008
                  
                  
                  2007
                  
                  
                  2006Balance,
      January 1
                  
                  $
                  18,483
                  
                  
                  $
                  18,099
                  
                  
                  $
                  17,860Provision
      Charged to Operating Expense
                  
                  
                  7,998
                  
                  
                  
                  1,495
                  
                  
                  
                  275Recoveries
      of Loans Previously Charged Off
                  
                  
                  330
                  
                  
                  
                  262
                  
                  
                  
                  803Loans
      Charged Off
                  
                  
                  (6,777
                  )
                  
                  
                  (1,373
                  )
                  
                  
                  (839
                  )Balance,
      December 31
                  
                  $
                  20,034
                  
                  
                  $
                  18,483
                  
                  
                  $
                  18,099





All
impaired loans have been assigned a related allowance for loan losses. As of
December 31, 2008, the total recorded investment in impaired loans was $4.9
million and $52,000, respectively. The balances are reported net of guarantees
of the U.S. Government, including its agencies and its government-sponsored
agencies in the amount of $0 and $134,000, respectively. The related allowance
for impaired loans was $1.2 million and $28,000 for the years ended 2008 and
2007, respectively. The average balance of impaired loans was $3.5 million,
$427,000, and $250,000 for the years ended 2008, 2007, and 2006, respectively.
Interest income reported on impaired loans in 2008 was $1,000 and none in 2007
and 2006. Nonaccrual loans at December 31, 2008 and 2007 were $4.5 million and
$52,000, respectively. These balances are reported net of guarantees of the U.S.
Government, including its agencies and its government-sponsored agencies, in the
amounts of $0 and $134,000, respectively. Interest income forgone on loans
placed on non-accrual status was $261,000, $31,000, and $15,000 for the years
ended December 31, 2008, 2007, and 2006, respectively.





4.
Premises and Equipment





Premises
and equipment as of December 31, consisted of the following:


(in
      thousands)
                    
                    2008
                    
                    
                    2007Land
      and Buildings
                    
                    $
                    27,839
                    
                    
                    $
                    24,288Furniture,
      Fixtures, and Equipment
                    
                    
                    17,985
                    
                    
                    
                    18,457Leasehold
      Improvements
                    
                    
                    2,044
                    
                    
                    
                    2,368Subtotal
                    
                    
                    47,868
                    
                    
                    
                    45,113Less:  Accumulated
      Depreciation and Amortization
                    
                    
                    26,215
                    
                    
                    
                    24,925Total
                    
                    $
                    21,653
                    
                    
                    $
                    20,188





Depreciation
and amortization on premises and equipment included in occupancy and equipment
expense amounted to $1,878,000, $1,933,000, and $1,892,000 for the years ended
December 31, 2008, 2007, and 2006, respectively. Total rental expense for
premises was $359,000, $496,000, and $375,000 for the years ended December 31,
2008, 2007, and 2006, respectively. Rental income was $181,000, $153,000, and
$116,000 for the years ended December 31, 2008, 2007, and 2006,
respectively.





5.
Other Real Estate





The Bank
reported $4.8 million in other real estate at December 31, 2008, and $251,000 in
2007. Other real estate includes property no longer utilized for business
operations and property acquired through foreclosure proceedings. These
properties are carried at the lower of cost or fair value less selling costs
determined at the date acquired. Losses arising from properties acquired through
foreclosure are charged against the allowance for loan losses. Subsequent
declines in value, routine holding costs, and net gains or losses on disposition
are included in other operating expense as incurred. Other real estate is
reported in Interest Receivable and Other Assets on the Company’s Consolidated
Balance Sheets.





65
 Table of Contents




6.
Time Deposits





Time
Deposits of $100,000 or more as of December 31 were as follows:


(in
      thousands)
                
                2008
                
                
                2007Balance
                
                $
                389,318
                
                
                $
                388,291


At
December 31, 2008, the scheduled maturities of time deposits were as
follows:





(in
      thousands)
                      
                      Scheduled
                        Maturities2009
                      
                      $
                      602,6972010
                      
                      
                      6,6802011
                      
                      
                      4,0532012
                      
                      
                      20Total
                      
                      $
                      613,450





7.
Income Taxes





Current
and deferred income tax expense (benefit) provided for the years ended December
31 consisted of the following:





(in
      thousands)
                
                2008
                
                
                2007
                
                
                2006CurrentFederal
                
                $
                10,591
                
                
                $
                11,340
                
                
                $
                9,443State
                
                
                4,001
                
                
                
                3,984
                
                
                
                3,539Total
      Current
                
                
                14,592
                
                
                
                15,324
                
                
                
                12,982DeferredFederal
                
                
                (780
                )
                
                
                (1,963
                )
                
                
                (950
                )State
                
                
                (215
                )
                
                
                (491
                )
                
                
                (219
                )Total
      Deferred
                
                
                (995
                )
                
                
                (2,454
                )
                
                
                (1,169
                )Total
      Provision for Taxes
                
                $
                13,597
                
                
                $
                12,870
                
                
                $
                11,813





The total
provision for income taxes differs from the federal statutory rate as
follows:


(in
thousands)





2008
                    
                    
                    2007
                    
                    
                    2006Amount
                    
                    
                    Rate
                    
                    
                    Amount
                    
                    
                    Rate
                    
                    
                    Amount
                    
                    
                    RateTax
      Provision at Federal Statutory Rate
                    
                    $
                    12,735
                    
                    
                    
                    35.0
                    %
                    
                    $
                    12,448
                    
                    
                    
                    35.0
                    %
                    
                    $
                    11,355
                    
                    
                    
                    35.0
                    %Interest
      on Obligations of States and Political Subdivisions Exempt from Federal
      Taxation
                    
                    
                    (994
                    )
                    
                    
                    (2.7
                    )%
                    
                    
                    (1,014
                    )
                    
                    
                    (2.9
                    )%
                    
                    
                    (1,062
                    )
                    
                    
                    (3.3
                    )%State
      and Local Income Taxes, Net of Federal Income Tax Benefit
                    
                    
                    2,461
                    
                    
                    
                    6.8
                    %
                    
                    
                    2,331
                    
                    
                    
                    6.6
                    %
                    
                    
                    2,158
                    
                    
                    
                    6.7
                    %Bank
      Owned Life Insurance
                    
                    
                    (610
                    )
                    
                    
                    (1.7
                    )%
                    
                    
                    (640
                    )
                    
                    
                    (1.8
                    )%
                    
                    
                    (675
                    )
                    
                    
                    (2.1
                    )%Other,
      Net
                    
                    
                    5
                    
                    
                    
                    0.0
                    %
                    
                    
                    (255
                    )
                    
                    
                    (0.7
                    )%
                    
                    
                    37
                    
                    
                    
                    0.1
                    %Total
      Provision for Taxes
                    
                    $
                    13,597
                    
                    
                    
                    37.4
                    %
                    
                    $
                    12,870
                    
                    
                    
                    36.2
                    %
                    
                    $
                    11,813
                    
                    
                    
                    36.4
                    %




66
 Table of Contents





The
components of net deferred tax assets as of December 31 are as
follows:


(in
      thousands)
                  
                  2008
                  
                  
                  2007Deferred
      Tax AssetsAllowance
      for Loan Losses
                  
                  $
                  8,483
                  
                  
                  $
                  7,831Accrued
      Liabilities
                  
                  
                  2,710
                  
                  
                  
                  2,608Deferred
      Compensation
                  
                  
                  3,904
                  
                  
                  
                  4,299State
      Franchise Tax
                  
                  
                  1,400
                  
                  
                  
                  1,416Impairment
      and Capital Loss Carry Forward
                  
                  
                  298
                  
                  
                  
                  352Interest
      on Non-Accrual Loans
                  
                  
                  110
                  
                  
                  
                  13Restructured
      Loan Interest
                  
                  
                  3
                  
                  
                  
                  -ORE
      Writedown
                  
                  
                  872
                  
                  
                  
                  -Total
      Deferred Tax Assets
                  
                  $
                  17,780
                  
                  
                  $
                  16,519Deferred
      Tax LiabilitiesPremises
      and Equipment
                  
                  $
                  (434
                  )
                  
                  $
                  (388
                  )Securities
      Accretion (zero coupon securities)
                  
                  
                  (696
                  )
                  
                  
                  (591
                  )Unrealized
      Gain on Securities Available-for-Sale
                  
                  
                  (4,107
                  )
                  
                  
                  (713
                  )Other
                  
                  
                  (521
                  )
                  
                  
                  (406
                  )Total
      Deferred Tax Liabilities
                  
                  
                  (5,758
                  )
                  
                  
                  (2,098
                  )Net
      Deferred Tax Assets
                  
                  $
                  12,022
                  
                  
                  $
                  14,421





The net
deferred tax assets are reported in Interest Receivable and Other Assets on the
Company's Consolidated Balance Sheet.





The
Company and its subsidiaries file income tax returns in the U.S. federal and
California jurisdictions. With few exceptions, the Company is no longer subject
to U.S. federal, state and local, or non-U.S. income tax examinations by tax
authorities for years before 2003.





8.
Short Term Borrowings





As of
December 31, 2008 and 2007, the Company had unused lines of credit available for
short term liquidity purposes of $632 million and $444 million, respectively.
Federal Funds purchased and advances from the Federal Reserve Bank are generally
issued on an overnight basis. There were no Federal Funds purchased or advances
from the Federal Reserve Bank at December 31, 2008 and 2007.





9.
Federal Home Loan Bank Advances





The
Company’s advances from the Federal Home Loan Bank of San Francisco consist of
the following as of December 31,





(in
      thousands)
                
                2008
                
                
                20075.60%
      amortizing note, interest and principal payable monthly with final
      maturity of September 25, 2018.
                
                $
                703
                
                
                $
                7543.80%
      fixed rate credit advance, interest payable daily with a maturity of
      January 2, 2008
                
                
                -
                
                
                
                20,0003.30%
      fixed rate credit advance, interest payable daily with a maturity of
      January 2, 2008
                
                
                -
                
                
                
                8,200Total
                
                $
                703
                
                
                $
                28,954





In
accordance with the Collateral Pledge and Security Agreement, advances are
secured by all Federal Home Loan Bank stock held by the Company and by agency
and mortgage-backed securities with carrying values of $1.3 million. At December
31, 2008, $314.9 million in loans were approved for pledging as collateral on
borrowing lines with the FHLB. The borrowing capacity on these loans was $181.2
million. There were no outstanding borrowings against these loans at December
31, 2008.





67
 Table of Contents





10.
Shareholders' Equity





From 1975
through 2005 the Company issued an annual 5% stock dividend. In 2006 the stock
dividend was discontinued. Earnings and cash dividends per share amounts have
been restated where applicable for stock dividends.





In 1998,
the Board approved the Company’s first stock repurchase program.  This
program was extended and expanded in both 2004 and 2006.   Most
recently, on November 12, 2008, The Board of Directors approved increasing the
funds available for the Company’s Common Stock Repurchase Program. The Board’s
resolution authorized up to $20 million in repurchases over the four year period
ending October 31, 2012.





Repurchases
under the program will continue to be made on the open market or through private
transactions. The repurchase program also requires that no purchases may be made
if the Bank would not remain “well-capitalized” after the repurchase. All shares
repurchased under the repurchase program will be retired.





Dividends
from the Bank constitute the principal source of cash to the Company. The
Company is a legal entity separate and distinct from the Bank. Under regulations
controlling California state chartered banks, the Bank is, to some extent,
limited in the amount of dividends that can be paid to shareholders without
prior approval of the California Department of Financial Institutions. These
regulations require approval if total dividends declared by a state chartered
bank in any calendar year exceed the bank's net profits for that year combined
with its retained net profits for the preceding two calendar years. As of
December 31, 2008, the Bank could declare dividends of $28,197,000 without
approval of the California Department of Financial Institutions.





The
Company and the Bank are subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory, and possibly discretionary, actions
by regulators that, if undertaken, could have a direct material effect on the
Company’s and the Bank's financial statements. Under capital adequacy guidelines
and the regulatory framework for prompt corrective action, the Company and the
Bank must meet specific capital guidelines that involve quantitative measures of
the Company and the Bank's assets, liabilities, and certain off-balance sheet
items as calculated under regulatory accounting practices. The Company and the
Bank's capital amounts and classification are also subject to qualitative
judgments by the regulators about components, risk weightings, and other
factors.





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





In
addition, the most recent notification from the FDIC categorized the Bank as
well capitalized under the regulatory framework for prompt corrective action. To
be categorized as well capitalized, the Bank must maintain minimum total
risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in
the following tables. There are no conditions or events since that notification
that management believes have changed the Bank’s category.





Recently,
the Federal Government passed the Emergency Economic Stabilization Act of 2008,
which, among other measures, authorized the Treasury Department to create a
capital purchase program, pursuant to which it provides access to Tier 1 capital
through a standardized program to acquire preferred stock (accompanied by
warrants) from eligible financial institutions. Based upon the Company’s strong
capital position and continued earnings strength, the Company elected not to
participate in the capital purchase program.





68
 Table of Contents




(in
      thousands)
                      
                      Actual
                      
                      
                      Regulatory
      Capital Requirements
                      
                      
                      Well
      Capitalized Under Prompt Corrective ActionDecember
      31, 2008
                      
                      Amount
                      
                      
                      Ratio
                      
                      
                      Amount
                      
                      
                      Ratio
                      
                      
                      Amount
                      
                      
                      RatioTotal
      Bank Capital to Risk Weighted Assets
                      
                      $
                      178,814
                      
                      
                      
                      12.61
                      %
                      
                      $
                      113,485
                      
                      
                      
                      8.0
                      %
                      
                      $
                      141,856
                      
                      
                      
                      10.0
                      %Total
      Consolidated Capital to Risk Weighted Assets
                      
                      $
                      178,648
                      
                      
                      
                      12.59
                      %
                      
                      $
                      113,489
                      
                      
                      
                      8.0
                      %
                      
                      
                      N/A
                      
                      
                      
                      N/ATier
      1 Bank Capital to Risk Weighted Assets
                      
                      $
                      161,052
                      
                      
                      
                      11.35
                      %
                      
                      $
                      56,742
                      
                      
                      
                      4.0
                      %
                      
                      $
                      85,114
                      
                      
                      
                      6.0
                      %Tier
      1 Consolidated Capital to Risk Weighted Assets
                      
                      $
                      160,885
                      
                      
                      
                      11.34
                      %
                      
                      $
                      56,744
                      
                      
                      
                      4.0
                      %
                      
                      
                      N/A
                      
                      
                      
                      N/ATier
      1 Bank Capital to Average Assets
                      
                      $
                      161,052
                      
                      
                      
                      9.76
                      %
                      
                      $
                      65,985
                      
                      
                      
                      4.0
                      %
                      
                      $
                      82,482
                      
                      
                      
                      5.0
                      %Tier
      1 Consolidated Capital to Average Assets
                      
                      $
                      160,885
                      
                      
                      
                      9.73
                      %
                      
                      $
                      66,134
                      
                      
                      
                      4.0
                      %
                      
                      
                      N/A
                      
                      
                      
                      N/ADecember
      31, 2007
                      
                      Amount
                      
                      
                      Ratio
                      
                      
                      Amount
                      
                      
                      Ratio
                      
                      
                      Amount
                      
                      
                      RatioTotal
      Bank Capital to Risk Weighted Assets
                      
                      $
                      165,398
                      
                      
                      
                      11.93
                      %
                      
                      $
                      110,917
                      
                      
                      
                      8.0
                      %
                      
                      $
                      138,646
                      
                      
                      
                      10.0
                      %Total
      Consolidated Capital to Risk Weighted Assets
                      
                      $
                      169,837
                      
                      
                      
                      12.21
                      %
                      
                      $
                      111,272
                      
                      
                      
                      8.0
                      %
                      
                      
                      N/A
                      
                      
                      
                      N/ATier
      1 Bank Capital to Risk Weighted Assets
                      
                      $
                      148,052
                      
                      
                      
                      10.68
                      %
                      
                      $
                      55,458
                      
                      
                      
                      4.0
                      %
                      
                      $
                      83,188
                      
                      
                      
                      6.0
                      %Tier
      1 Consolidated Capital to Risk Weighted Assets
                      
                      $
                      152,435
                      
                      
                      
                      10.96
                      %
                      
                      $
                      55,636
                      
                      
                      
                      4.0
                      %
                      
                      
                      N/A
                      
                      
                      
                      N/ATier
      1 Bank Capital to Average Assets
                      
                      $
                      148,052
                      
                      
                      
                      10.07
                      %
                      
                      $
                      58,827
                      
                      
                      
                      4.0
                      %
                      
                      $
                      73,534
                      
                      
                      
                      5.0
                      %Tier
      1 Consolidated Capital to Average Assets
                      
                      $
                      152,435
                      
                      
                      
                      10.34
                      %
                      
                      $
                      58,951
                      
                      
                      
                      4.0
                      %
                      
                      
                      N/A
                      
                      
                      
                      N/A





11.
Dividends and Earnings Per Share





Total
cash dividends during 2008 were $8,430,000 or $10.65 per share of common stock,
an increase of 9.8% from $7,831,000 or $9.70 per share in 2007. In 2006, cash
dividends totaled $6,966,000 or $8.55 per share.





Earnings
per share amounts are computed by dividing net income by the weighted average
number of common shares outstanding for the period. The table below calculates
the earnings per share for the periods indicated.





(net income in
      thousands)
                
                2008
                
                
                2007
                
                
                2006Net
      Income
                
                $
                22,790
                
                
                $
                22,695
                
                
                $
                20,629Average
      Number of Common Shares Outstanding
                
                
                794,239
                
                
                
                809,057
                
                
                
                817,044Per
      Share Amount
                
                $
                28.69
                
                
                $
                28.05
                
                
                $
                25.25





12.
Employee Benefit Plans





Profit
Sharing Plan


The
Company, through the Bank, sponsors a Profit Sharing Plan for substantially all
full-time employees of the Company with one or more years of service.
Participants receive up to two annual employer contributions, one is
discretionary and the other is mandatory. The discretionary contributions to the
Profit Sharing Plan are determined annually by the Board of Directors. The
discretionary contributions totaled $790,000, $780,000, and $775,000 for the
years ended December 31, 2008, 2007, and 2006, respectively. The mandatory
contributions to the Profit Sharing Plan are made according to a predetermined
set of criteria. Mandatory contributions totaled $800,000, $780,000, and
$727,000 for the years ended December 31, 2008, 2007, and 2006, respectively.
Company employees are permitted, within limitations imposed by tax law, to make
pretax contributions to the 401(k) feature of the Profit Sharing Plan. The
Company does not match employee contributions within the 401(k) feature of the
Profit Sharing Plan and the Company can terminate the Profit Sharing Plan at any
time. Benefits pursuant to the Profit Sharing Plan vest 0% during the first year
of participation, 25% per full year thereafter and after five years such
benefits are fully vested.





Indexed
Retirement Plan and Life Insurance Arrangements


The
Company, through the Bank, sponsors an Indexed Retirement Plan for certain
employees. The Indexed Retirement Plan is a defined contribution supplemental
executive retirement plan and was developed to supplement the Company’s Profit
Sharing Plan which, as a qualified plan, has a ceiling on benefits as set by the
Internal Revenue Service.





69
 Table of Contents





The
Company made contributions to the Indexed Retirement Plan of $847,000, $829,000
and $856,000 for the years ended December 31, 2008, 2007 and 2006, respectively.
The Company’s total accrued liability under the Indexed Retirement Plan was
$3.85 million and $3.88 million as of December 31, 2008, and 2007, respectively.
The balance in each participant’s account is 0% vested during the first five
years of employment and becomes fully vested after five years of
employment.





The
Company has purchased single premium life insurance policies on the lives of the
Indexed Retirement Plan participants as well as certain other employees of the
Company. These policies provide: (1) financial protection to the Company in the
event of the death of a key employee; and (2) since the interest earned on the
cash surrender value of the policies is tax exempt as long as the policies are
used to finance employee benefits, significant income to the Company to offset
the expense associated with the Indexed Retirement Plan and other employee
benefit plans. As compensation to each employee for agreeing to allow the
Company to purchase an insurance policy on his or her life, split dollar
agreements have been entered into with those employees. These agreements provide
for a division of the life insurance death proceeds between the Company and each
employee’s designated beneficiary or beneficiaries.





The
Company earned tax exempt interest on the life insurance policies of $1.8
million for the year ended December 31, 2008, $1.7 million for the year ended
December 31, 2007, and $1.6 million for the year ended December 31, 2006. As of
December 31, 2008 and 2007, the total cash surrender value of the insurance
policies was $42.0 million and $40.2 million, respectively.





Deferred
Bonus and Executive Retention Plans


The
Company, through the Bank, sponsors Deferred Bonus and Executive Retention Plans
for certain employees. Both plans grant bonuses based on the long-term
cumulative profitability and increase in market value of the Company. The
Company made contributions to both plans of $722,000, $732,000, and $1.4 million
for the years ended December 31, 2008, 2007, and 2006, respectively. Benefits
pursuant to the Deferred Bonus Plan vest 0% during the first year of
participation, 25% per full year thereafter and after five years such benefits
are fully vested. Benefits pursuant to the Executive Retention Plan vest 10% per
year beginning in 2005 and after ten years are fully vested. The Company’s total
accrued liability under the Deferred Bonus and Executive Retention Plans was
$4.4 million and $4.7 million as of December 31, 2008 and 2007,
respectively.





13.
Fair Value of Financial Instruments





The
following disclosure of the estimated fair value of financial instruments is
made in accordance with the requirements of SFAS No. 107, “Disclosure about Fair Value of
Financial Instruments.” The estimated fair value amounts have been
determined by the Company using available market information and appropriate
valuation methodologies. The use of assumptions and various valuation
techniques, as well as the absence of secondary markets for certain financial
instruments, will likely reduce the comparability of fair value disclosures
between financial institutions. In some cases, book value is a reasonable
estimate of fair value due to the relatively short period of time between
origination of the instrument and its expected realization.





70
 Table of Contents





The
following table summarized the book value and estimated fair value of financial
instruments as of December 31:





2008
                
                
                2007(in
      thousands)
                
                Carrying
                
                
                Estimated
                
                
                Carrying
                
                
                EstimatedASSETS:
                
                Amount
                
                
                Fair
      Value
                
                
                Amount
                
                
                Fair
      ValueCash
      and Cash Equivalents
                
                $
                60,774
                
                
                $
                60,774
                
                
                $
                51,390
                
                
                $
                51,390Investment
      Securities Held-to-Maturity
                
                
                71,890
                
                
                
                71,454
                
                
                
                105,594
                
                
                
                106,253Investment
      Securities Available-for-Sale
                
                
                291,839
                
                
                
                291,839
                
                
                
                142,043
                
                
                
                142,043Loans,
      Net of Deferred Loan Origination Fees
                
                
                1,177,364
                
                
                
                1,192,946
                
                
                
                1,140,969
                
                
                
                1,147,264Cash
      Surrender Value of Life Insurance Policies
                
                
                41,965
                
                
                
                41,965
                
                
                
                40,180
                
                
                
                40,180Accrued
      Interest Receivable
                
                
                7,250
                
                
                
                7,250
                
                
                
                8,830
                
                
                
                8,830LIABILITIES:Deposits:Non-Interest
      Bearing
                
                
                319,318
                
                
                
                319,318
                
                
                
                307,299
                
                
                
                307,299Interest-Bearing
                
                
                1,113,384
                
                
                
                1,116,389
                
                
                
                1,003,491
                
                
                
                1,003,303FHLB
      Advances & Securities Sold Under Agreement to
    Repurchase
                
                
                60,703
                
                
                
                62,434
                
                
                
                28,954
                
                
                
                28,988Subordinated
      Debentures
                
                
                10,310
                
                
                
                7,441
                
                
                
                10,310
                
                
                
                10,184Accrued
      Interest Payable
                
                
                3,067
                
                
                
                3,067
                
                
                
                4,835
                
                
                
                4,835





The
methods and assumptions used to estimate the fair value of each class of
financial instrument listed in the table above are explained below.





Cash and Cash Equivalents:
The carrying amounts reported in the balance sheet for cash and due from banks,
federal funds sold, and securities purchased under agreements to resell are a
reasonable estimate of fair value.





Investment Securities: Fair
values for investment securities are based on quoted market prices or dealer
quotes, where available. If quoted market prices or dealer quotes are not
available, fair values are based on quoted market prices of comparable
instruments.





Loans: For variable-rate
loans that reprice frequently and with no significant change in credit risk,
fair values are based on carrying values. The fair values for fixed-rate loans
are estimated using discounted cash flow analyses using interest rates currently
being offered for loans with similar terms to borrowers of similar credit
quality. The carrying amount of accrued interest receivable approximates its
fair value.





Cash Surrender Value of Life
Insurance Policies: The fair value of life insurance policies are based
on cash surrender values at each reporting date as provided by the
insurers.





Deposit Liabilities: The fair
value of demand deposits, interest bearing transaction accounts, and savings
accounts is the amount payable on demand. The fair value of fixed-maturity
certificates of deposit is estimated by discounting expected future cash flows
utilizing interest rates currently being offered for deposits of similar
remaining maturities. The carrying amount of accrued interest payable
approximates its fair value.





Borrowings: The fair value of
federal funds purchased and other short-term borrowings is approximated by the
book value. The fair value for Federal Home Loan Bank borrowings is determined
using discounted future cash flows.





Subordinated Debentures: Fair
values of subordinated debentures were determined based on the current market
value of like-kind instruments of a similar maturity and structure.





Limitations: Fair value
estimates presented herein are based on pertinent information available to
management as of December 31, 2008, and 2007. Although management is not aware
of any factors that would significantly affect the estimated fair value amounts,
such amounts have not been comprehensively revalued for purposes of these
financial statements since that date, and; therefore, current estimates of fair
value may differ significantly from the amounts presented above.





71
 Table of Contents





14.
Fair Value Measurements





Effective
January 1, 2008, the Company adopted SFAS No. 157 (SFAS 157), “Fair Value Measurements.”
SFAS 157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and expands disclosures about fair
value measurements. SFAS 157 applies whenever other standards require, or
permit, assets or liabilities to be measured at fair value but does not expand
the use of fair value in any new circumstances. In this standard, the FASB
clarifies the principle that fair value should be based on the assumptions
market participants would use when pricing the asset or liability. In support of
this principle, SFAS 157 establishes a fair value hierarchy that prioritizes the
information used to develop those assumptions. The fair value hierarchy is as
follows:





Level 1
inputs – Unadjusted quoted prices in active markets for identical assets or
liabilities that the entity has the ability to access at the measurement
date.





Level 2
inputs - Inputs other than quoted prices included in Level 1 that are observable
for the asset or liability, either directly or indirectly. These might include
quoted prices for similar assets and liabilities in active markets, and inputs
other than quoted prices that are observable for the asset or liability, such as
interest rates and yield curves that are observable at commonly quoted
intervals.





Level 3
inputs - Unobservable inputs for determining the fair values of assets or
liabilities that reflect an entity’s own assumptions about the assumptions that
market participants would use in pricing the assets or liabilities.





Securities
classified as available-for-sale are reported at fair value on a recurring basis
utilizing Level 2 inputs. For these securities, the Company obtains fair
value measurements from an independent pricing service. The fair value
measurements consider observable data that may include dealer quotes, market
spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade
execution data, market consensus prepayment speeds, credit information and the
bond's terms and conditions, among other things.





The
Company does not record loans at fair value on a recurring basis. However, from
time to time, a loan is considered impaired and an allowance for loan losses is
established. See Note 3 to these Consolidated Financial Statements. Once a loan
is identified as individually impaired, management measures impairment in
accordance with SFAS 114, “Accounting by Creditors for
Impairment of a Loan.” The fair value of impaired loans is estimated
using one of several methods, including collateral value, market value of
similar debt, enterprise value, liquidation value, and discounted cash flows.
Those impaired loans not requiring an allowance represent loans for which the
fair value of the expected repayments or collateral exceed the recorded
investments in such loans. At December 31, 2008, substantially all impaired
loans were evaluated based on the fair value of the collateral. In accordance
with SFAS 157, impaired loans where an allowance is established based on the
fair value of collateral require classification in the fair value hierarchy.
When the fair value of the collateral is based on an observable market price or
a current appraised value which uses observable data, the Company records the
impaired loan as nonrecurring Level 2. Otherwise, the Company records the
impaired loan as nonrecurring Level 3.





Other
Real Estate (“ORE”) is reported at fair value on a non-recurring basis. When the
fair value of the ORE is based on an observable market price or a current
appraised value which uses observable data, the Company records the ORE as
nonrecurring Level 2. Otherwise, the Company records the ORE as nonrecurring
Level 3. Other real estate is reported in Interest Receivable and Other
Assets on the Company’s Consolidated Balance Sheets.





72
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The
following table presents information about the Company’s assets and liabilities
measured at fair value on a recurring basis and indicates the fair value
hierarchy of the valuation techniques utilized by the Company to determine such
fair value.




Fair
      Value Measurements
                      At
      December 31, 2008, Using(in
      thousands)
                    
                    Fair
      Value
                      December
      31, 2008
                    
                    
                    Quoted
      Prices in Active Markets for Identical Assets
                      (Level
      1)
                    
                    
                    Other
      Observable Inputs
                      (Level
      2)
                    
                    
                    Significant
      Unobservable Inputs
                      (Level
      3)Available-for-Sale
      Securities
                    
                    $
                    291,839
                    
                    
                    $
                    -
                    
                    
                    $
                    291,839
                    
                    
                    $
                    -Total
      Assets Measured at Fair Value On a Recurring Basis
                    
                    $
                    291,839
                    
                    
                    $
                    -
                    
                    
                    $
                    291,839
                    
                    
                    $
                    -





The
following table presents information about the Company’s assets and liabilities
measured at fair value on a non-recurring basis and indicates the fair value
hierarchy of the valuation techniques utilized by the Company to determine such
fair value.




Fair
      Value Measurements
                      At
      December 31, 2008, Using(in
      thousands)
                    
                    Fair
      Value
                      December
      31, 2008
                    
                    
                    Quoted
      Prices in Active Markets for Identical Assets
                      (Level
      1)
                    
                    
                    Other
      Observable Inputs
                      (Level
      2)
                    
                    
                    Significant
      Unobservable Inputs
                      (Level
      3)Impaired
      Loans
                    
                    $
                    3,736
                    
                    
                    $
                    -
                    
                    
                    $
                    3,736
                    
                    
                    $
                    -Other
      Real Estate
                    
                    
                    4,817
                    
                    
                    
                    -
                    
                    
                    
                    4,817
                    
                    
                    
                    -Total
      Assets Measured at Fair Value On a Non-Recurring Basis
                    
                    $
                    8,553
                    
                    
                    $
                    -
                    
                    
                    $
                    8,553
                    
                    
                    $
                    -





Impaired
loans and ORE are measured for impairment using the fair value of the collateral
because the loans/ORE are considered to be collateral dependent. Impaired loans
were $4.9 million with an allowance for loan losses of $1.2 million and ORE was
$6.9 million with a valuation allowance of $2.1 million.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities – Including an Amendment of FASB Statement No.
115.” This Statement permits entities to choose to measure many financial
instruments and certain other items at fair value. Unrealized gains and losses
on items for which the fair value option has been elected will be reported in
earnings. The objective is to improve financial reporting by providing entities
with the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. This Statement is expected to expand the
use of fair value measurement, which is consistent with the FASB’s long-term
measurement objectives for accounting for financial instruments.  The
Company adopted SFAS 159 on January 1, 2008, and has not elected the fair value
option for any financial assets or liabilities at December 31,
2008.





15.
Derivative Instruments and Hedging Activities





The
Company uses derivative instruments to limit its exposure to changes in interest
rates. The Company has developed a Hedging Policy to provide guidelines that
address instruments to be used, authority limits, implementation guidelines,
guidelines for evaluating hedge alternatives, reporting requirements, and the
credit worthiness of the instrument’s counterparty.





The
Company reviews compliance with these guidelines annually with the ALCO
Committee and the Board of Directors. The guidelines may change as the Company’s
business needs dictate.





The
Company records interest rate swaps at fair value. Because the transactions meet
the criteria for a cash-flow hedge, changes in fair value are reported in other
comprehensive income (loss). In the event that a portion of the hedge becomes
ineffective, the ineffective portion of the derivative’s change in fair value is
immediately recognized in earnings. The Company recognized a deferred gain on an
interest rate swap agreement in the amount of $37,500 in 2006 and none in 2007
or 2008.





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 Table of Contents





16.
Commitments and Contingencies





In the
normal course of business, the Company is a party to financial instruments with
off-balance-sheet risk to meet the financing needs of its customers and to
reduce its own exposure to fluctuations in interest rates. These instruments
include commitments to extend credit, letters of credit, and financial
guarantees that are not reflected in the Consolidated Balance
Sheet.





The
Company's exposure to credit loss in the event of nonperformance by the other
party with regard to standby letters of credit, undisbursed loan commitments,
and financial guarantees is represented by the contractual notional amount of
those instruments. Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition established in the
contract. The Company uses the same credit policies in making commitments and
conditional obligations as it does for recorded balance sheet items. The Company
may or may not require collateral or other security to support financial
instruments with credit risk. Evaluations of each customer's creditworthiness
are performed on a case-by-case basis.





Standby
letters of credit are conditional commitments issued by the Company to guarantee
performance of or payment for a customer to a third party. The Company had
standby letters of credit outstanding of $7,902,000 at December 31, 2008, and
$8,409,000 at December 31, 2007. Outstanding standby letters of credit had
original terms ranging from 1 to 18 months with final expiration in 2010.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Undisbursed loan commitments totaled
$355,209,000 and $440,258,000 as of December 31, 2008 and 2007,
respectively. Since many of these commitments are expected to expire without
fully being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements.





The
Company is obligated under a number of noncancellable operating leases for
premises and equipment used for banking purposes. Minimum future rental
commitments under noncancellable operating leases as of December 31, 2008, were
$432,000, $400,000, $358,000, $266,000, and $259,000 for the years 2009 through
2013 and $569,000 thereafter.





In the
ordinary course of business, the Company becomes involved in litigation arising
out of its normal business activities. Management, after consultation with legal
counsel, believes that the ultimate liability, if any, resulting from the
disposition of such claims would not be material in relation to the financial
position of the Company.





The
Company may be required to maintain average reserves on deposit with the Federal
Reserve Bank primarily based on deposits outstanding. There were no reserve
requirements during 2008 or 2007.





17.
Recent Accounting Developments





In
December 2007, the FASB issued Statement No. 141R, “Business Combinations”(SFAS No.
141R).  SFAS No. 141R broadens the guidance of SFAS No. 141, extending
its applicability to all transactions and other events in which one entity
obtains control over one or more other businesses.  It broadens the
fair value measurement and recognition of assets acquired, liabilities assumed,
and interests transferred as a result of business combinations.  SFAS
No. 141R expands on required disclosures to improve the statement users’
abilities to evaluate the nature and financial effects of business
combinations.  SFAS No. 141R is effective for the first annual
reporting period beginning on or after December 15, 2008. Management does
not expect the adoption of this Statement will have a material impact on its
financial position, results of operations, or cash flows.





In March
2008, the FASB issued Statement No. 161, “Disclosures About Derivative
Instruments and Hedging Activities – an amendment of FASB Statement No.
133” (SFAS No. 161).  SFAS No. 161 requires qualitative
disclosures about objectives and strategies for using derivatives, quantitative
disclosures about fair value amounts of and gains and losses on derivative
instruments, and disclosures about credit-risk-related contingent features in
derivative agreements.  SFAS No. 161 is effective for fiscal years
beginning after November 15, 2008.  Management does not expect the
adoption of this Statement will have a material impact on its financial
position, results of operations, or cash flows.





74
 Table of Contents




In May
2008, the FASB issued Statement No. 162, "The Hierarchy of Generally Accepted
Accounting Principles”(SFAS No. 162).This standard
identifies the sources of accounting principles and the framework for selecting
the principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally
accepted accounting principles (GAAP) in the United States (the GAAP
hierarchy).  The provisions of SFAS No. 162 did not have a material
impact on the Company’s financial condition and results of
operations.
 
 On
October 10, 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active.” The FSP
clarifies the application of FASB Statement No. 157, “Fair Value Measurements,” in
a market that is not active and provides an example to illustrate key
considerations in determining the fair value of a financial asset when the
market for that financial asset is not active. The FSP is effective immediately,
and includes prior period financial statements that have not yet been issued.
The Company is subject to the provision of the FSP effective September 30, 2008.
The implementation of FSP FAS 157-3 did not affect the Company’s fair value
measurements as of December 31, 2008.
 
 18.
Parent Company Financial Information
  
  Farmers &
      Merchants BancorpCondensed
      Balance Sheets(in
      thousands)
                    
                    2008
                    
                    
                    2007Cash
                    
                    $
                    57
                    
                    
                    $
                    174Investment
      in Farmers & Merchants Bank of Central California
                    
                    
                    166,712
                    
                    
                    
                    149,035Investment
      Securities
                    
                    
                    310
                    
                    
                    
                    1,059Capital
      Leases
                    
                    
                    1
                    
                    
                    
                    1Other
      Assets
                    
                    
                    48
                    
                    
                    
                    3,692Total
      Assets
                    
                    $
                    167,128
                    
                    
                    $
                    153,961Subordinated
      Debentures
                    
                    $
                    10,310
                    
                    
                    $
                    10,310Liabilities
                    
                    
                    273
                    
                    
                    
                    233Shareholders'
      Equity
                    
                    
                    156,545
                    
                    
                    
                    143,418Total
      Liabilities and Shareholders' Equity
                    
                    $
                    167,128
                    
                    
                    $
                    153,961
   Farmers &
      Merchants BancorpCondensed
      Statements of IncomeYear
      Ended December 31,(in
      thousands)
                    
                    2008
                    
                    
                    2007
                    
                    
                    2006Equity
      in Undistributed Earnings in Farmers & Merchants Bank of Central
      California
                    
                    $
                    13,000
                    
                    
                    $
                    12,224
                    
                    
                    $
                    2,973Dividends
      from Subsidiary
                    
                    
                    10,900
                    
                    
                    
                    12,430
                    
                    
                    
                    18,600Interest
      Income
                    
                    
                    20
                    
                    
                    
                    79
                    
                    
                    
                    67Other
      Expenses, Net
                    
                    
                    (1,935
                    )
                    
                    
                    (3,459
                    )
                    
                    
                    (1,695
                    )Tax
      Benefit
                    
                    
                    805
                    
                    
                    
                    1,421
                    
                    
                    
                    684Net
      Income
                    
                    $
                    22,790
                    
                    
                    $
                    22,695
                    
                    
                    $
                    20,629
 
 Farmers
& Merchants Bancorp
 Condensed
Statements of Cash Flows
 
 Year
      Ended December 31,(in
      thousands)
                  
                  2008
                  
                  
                  2007
                  
                  
                  2006Cash
      Flows from Operating Activities:Net
      Income
                  
                  $
                  22,790
                  
                  
                  $
                  22,695
                  
                  
                  $
                  20,629Adjustments
      to Reconcile Net Income to Net Cash Provided by Operating
      Activities:Equity
      in Undistributed Net Earnings from Subsidiary
                  
                  
                  (13,000
                  )
                  
                  
                  (12,224
                  )
                  
                  
                  (2,973
                  )Net
      Loss on Sale of Securities
                  
                  
                  216
                  
                  
                  
                  1,707
                  
                  
                  
                  -Net
      Decrease (Increase) in Other Assets
                  
                  
                  3,644
                  
                  
                  
                  (1,402
                  )
                  
                  
                  (767
                  )Net
      Increase (Decrease) in Liabilities
                  
                  
                  40
                  
                  
                  
                  (37
                  )
                  
                  
                  43Net
      Cash Provided by Operating Activities
                  
                  
                  13,690
                  
                  
                  
                  10,739
                  
                  
                  
                  16,932Investing
      Activities:Securities
      Purchased
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (3,893
                  )Securities
      Sold or Matured
                  
                  
                  533
                  
                  
                  
                  1,544
                  
                  
                  
                  -Change
      in Capital Leases
                  
                  
                  -
                  
                  
                  
                  825
                  
                  
                  
                  (307
                  )Net
      Cash Provided by (Used in) Investing Activities
                  
                  
                  533
                  
                  
                  
                  2,369
                  
                  
                  
                  (4,200
                  )Financing
      Activities:Stock
      Repurchased
                  
                  
                  (5,910
                  )
                  
                  
                  (5,489
                  )
                  
                  
                  (5,936
                  )Cash
      Dividends
                  
                  
                  (8,430
                  )
                  
                  
                  (7,831
                  )
                  
                  
                  (6,966
                  )Net
      Cash Used by Financing Activities
                  
                  
                  (14,340
                  )
                  
                  
                  (13,320
                  )
                  
                  
                  (12,902
                  )Decrease
      in Cash and Cash Equivalents
                  
                  
                  (117
                  )
                  
                  
                  (212
                  )
                  
                  
                  (170
                  )Cash
      and Cash Equivalents at Beginning of Year
                  
                  
                  174
                  
                  
                  
                  386
                  
                  
                  
                  556Cash
      and Cash Equivalents at End of Year
                  
                  $
                  57
                  
                  
                  $
                  174
                  
                  
                  $
                  386
 75
 Table of Contents
  19.
Long-term Subordinated Debentures
 
 In
December 2003, the Company formed a wholly owned Connecticut statutory business
trust, FMCB Statutory Trust I (“Statutory Trust I”), which issued $10,000,000 of
guaranteed preferred beneficial interests in the Company’s junior subordinated
deferrable interest debentures (the “Trust Preferred Securities”). These
debentures qualify as Tier 1 capital under Federal Reserve Board guidelines. All
of the common securities of Statutory Trust I are owned by the Company. The
proceeds from the issuance of the common securities and the Trust Preferred
Securities were used by FMCB Statutory Trust to purchase $10,310,000 of junior
subordinated debentures of the Company, which carry a floating rate based on
three-month LIBOR plus 2.85%. The debentures represent the sole asset of
Statutory Trust I. The Trust Preferred Securities accrue and pay distributions
at a floating rate of three-month LIBOR plus 2.85% per annum of the stated
liquidation value of $1,000 per capital security. The Company has entered into
contractual arrangements which, taken collectively, fully and unconditionally
guarantee payment of: (i) accrued and unpaid distributions required to be paid
on the Trust Preferred Securities; (ii) the redemption price with respect to any
Trust Preferred Securities called for redemption by Statutory Trust I; and (iii)
payments due upon a voluntary or involuntary dissolution, winding up, or
liquidation of Statutory Trust I. The Trust Preferred Securities are mandatorily
redeemable upon maturity of the subordinated debentures on December 17, 2033, or
upon earlier redemption as provided in the indenture. The Company has the right
to redeem the subordinated debentures purchased by Statutory Trust I, in whole
or in part, on or after December 17, 2008. As specified in the indenture, if the
subordinated debentures are redeemed prior to maturity, the redemption price
will be the principal amount and any accrued but unpaid interest. Additionally,
if the Company decided to defer interest on the subordinated debentures, the
Company would be prohibited from paying cash dividends on the Company’s common
stock.
  76
 Table of Contents
  20.
Quarterly Financial Information (Unaudited)
 
 Farmers
      & Merchants BancorpQuarterly
      Financial Data2008
                        
                        First
                        
                        
                        Second
                        
                        
                        Third
                        
                        
                        Fourth(in
      thousands except per share data)
                        
                        Quarter
                        
                        
                        Quarter
                        
                        
                        Quarter
                        
                        
                        Quarter
                        
                        
                        TotalTotal
      Interest Income
                        
                        $
                        23,757
                        
                        
                        $
                        22,678
                        
                        
                        $
                        23,310
                        
                        
                        $
                        23,463
                        
                        
                        $
                        93,208Total
      Interest Expense
                        
                        
                        7,168
                        
                        
                        
                        6,033
                        
                        
                        
                        6,050
                        
                        
                        
                        5,533
                        
                        
                        
                        24,784Net
      Interest Income
                        
                        
                        16,589
                        
                        
                        
                        16,645
                        
                        
                        
                        17,260
                        
                        
                        
                        17,930
                        
                        
                        
                        68,424Provision
      for Loan Losses
                        
                        
                        570
                        
                        
                        
                        4,035
                        
                        
                        
                        765
                        
                        
                        
                        2,628
                        
                        
                        
                        7,998Net
      Interest Income After Provision for Loan Losses
                        
                        
                        16,019
                        
                        
                        
                        12,610
                        
                        
                        
                        16,495
                        
                        
                        
                        15,302
                        
                        
                        
                        60,426Total
      Non-Interest Income
                        
                        
                        2,977
                        
                        
                        
                        7,850
                        
                        
                        
                        2,463
                        
                        
                        
                        2,774
                        
                        
                        
                        16,064Total
      Non-Interest Expense
                        
                        
                        9,766
                        
                        
                        
                        10,874
                        
                        
                        
                        9,295
                        
                        
                        
                        10,168
                        
                        
                        
                        40,103Income
      Before Income Taxes
                        
                        
                        9,230
                        
                        
                        
                        9,586
                        
                        
                        
                        9,663
                        
                        
                        
                        7,908
                        
                        
                        
                        36,387Provision
      for Income Taxes
                        
                        
                        3,466
                        
                        
                        
                        3,624
                        
                        
                        
                        3,606
                        
                        
                        
                        2,901
                        
                        
                        
                        13,597Net
      Income
                        
                        $
                        5,764
                        
                        
                        $
                        5,962
                        
                        
                        $
                        6,057
                        
                        
                        $
                        5,007
                        
                        
                        $
                        22,790Earnings
      Per Share
                        
                        $
                        7.21
                        
                        
                        $
                        7.50
                        
                        
                        $
                        7.63
                        
                        
                        $
                        6.35
                        
                        
                        $
                        28.692007
                        
                        First
                        
                        
                        Second
                        
                        
                        Third
                        
                        
                        Fourth(in
      thousands except per share data)
                        
                        Quarter
                        
                        
                        Quarter
                        
                        
                        Quarter
                        
                        
                        Quarter
                        
                        
                        TotalTotal
      Interest Income
                        
                        $
                        23,139
                        
                        
                        $
                        23,970
                        
                        
                        $
                        24,567
                        
                        
                        $
                        24,099
                        
                        
                        $
                        95,775Total
      Interest Expense
                        
                        
                        7,594
                        
                        
                        
                        8,104
                        
                        
                        
                        8,542
                        
                        
                        
                        7,985
                        
                        
                        
                        32,225Net
      Interest Income
                        
                        
                        15,545
                        
                        
                        
                        15,866
                        
                        
                        
                        16,025
                        
                        
                        
                        16,114
                        
                        
                        
                        63,550Provision
      for Loan Losses
                        
                        
                        -
                        
                        
                        
                        250
                        
                        
                        
                        -
                        
                        
                        
                        1,245
                        
                        
                        
                        1,495Net
      Interest Income After Provision for Loan Losses
                        
                        
                        15,545
                        
                        
                        
                        15,616
                        
                        
                        
                        16,025
                        
                        
                        
                        14,869
                        
                        
                        
                        62,055Total
      Non-Interest Income
                        
                        
                        3,752
                        
                        
                        
                        4,131
                        
                        
                        
                        3,536
                        
                        
                        
                        4,036
                        
                        
                        
                        15,455Total
      Non-Interest Expense
                        
                        
                        11,021
                        
                        
                        
                        10,939
                        
                        
                        
                        10,215
                        
                        
                        
                        9,770
                        
                        
                        
                        41,945Income
      Before Income Taxes
                        
                        
                        8,276
                        
                        
                        
                        8,808
                        
                        
                        
                        9,346
                        
                        
                        
                        9,135
                        
                        
                        
                        35,565Provision
      for Income Taxes
                        
                        
                        2,807
                        
                        
                        
                        3,142
                        
                        
                        
                        3,471
                        
                        
                        
                        3,450
                        
                        
                        
                        12,870Net
      Income
                        
                        $
                        5,469
                        
                        
                        $
                        5,666
                        
                        
                        $
                        5,875
                        
                        
                        $
                        5,685
                        
                        
                        $
                        22,695Earnings
      Per Share
                        
                        $
                        6.74
                        
                        
                        $
                        6.98
                        
                        
                        $
                        7.26
                        
                        
                        $
                        7.07
                        
                        
                        $
                        28.05
 Farmers
& Merchants Bancorp stock is not traded on any exchange. The shares are
primarily held by local residents and are not actively traded. Based on
information from shareholders and from Company stock transfer records, the
prices paid in 2008, 2007, and 2006 ranged from $381.00 to $565.00 per
share.
 
 Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
 
 None
 
 Item 9A. Controls and Procedures
 
 The
Company maintains controls and procedures designed to ensure that all relevant
information is recorded and reported in all filings of financial
reports.  Such information is reported to the Company’s management,
including its Chief Executive Officer and its Chief Financial Officer to allow
timely and accurate disclosure based on the definition of “disclosure controls
and procedures” in Rule 13a-15(e).  In accordance with Rule 13a-15(b)
of the Exchange Act, we carried out an evaluation as of December 31, 2008, under
the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures as defined in
Rule 13a-15(e) under the Exchange Act.  Based on that evaluation, our
Chief Executive Officer and Chief Financial Officer have concluded that our
disclosure controls and procedures are effective as of December 31,
2008.
 
 There
have been no significant changes in the Company’s internal controls or in other
factors that could significantly affect the internal controls subsequent to the
date the Company completed its evaluation.
 
 Management’s
report on internal control over financial reporting is set forth in “Item 8.
Financial Statements and Supplementary Data,” and is incorporated herein by
reference. Perry-Smith LLP, the independent registered public accounting firm
that audited the financial statements included in this Annual Report, was
engaged to assess the effectiveness of the Company’s internal control over
financial reporting. The report of Perry-Smith LLP, which is set forth in “Item
8. Financial Statements and Supplementary Data,” is incorporated herein by
reference.
 
 Item 9B. Other Information
 
 None
  77
 Table of Contents
 PART
III
 
 Item 10. Directors, Executive Officers and Corporate
Governance
 
 Set forth
below is certain information regarding the Named Executive Officers of the
Company and/or Bank:
 Name and Position(s)
                    Age
                    Principal Occupation during the Past Five
      YearsKent
      A. Steinwert
                      President
                      &
      Chief Executive Officer
                      of
      the Company and Bank
                    56
                    President
      & Chief Executive Officer of the Company and Bank.Richard
      S. Erichson
                      Executive
      Vice President
                      &
      Senior Credit Officer
                      of
      the Company and Bank
                    61
                    Executive
      Vice President & Senior Credit Officer of the Company and
      Bank.Deborah
      E. Hodkin
                      Executive
      Vice President & Chief Administrative Officer of the
      Bank
                    46
                    Executive
      Vice President & Chief Administrative Officer of the
      Bank.Stephen
      W. Haley
                      Executive
      Vice President
                      &
      Chief Financial Officer & Secretary of the Company and
      Bank
                    55
                    Executive
      Vice President & Chief Financial Officer of the Company and
      BankKenneth
      W. Smith
                      Executive
      Vice President & Head of Business Markets of the
    Bank
                    49
                    Executive
      Vice President & Head of Business Markets of the Bank since January
      2004, prior thereto, Senior Vice President and Credit Administrator of the
      Bank.
 
 Also, see
“Election of Directors” and “Compliance with Section 16(a) of the Exchange Act”
in the Company’s definitive proxy statement for the 2009 Annual Meeting of
Shareholders which will be filed with the SEC and which is incorporated herein
by reference.  During 2008 there were no changes in procedures for the
election of directors.
 
 The
Company has adopted a Code of Conduct which complies with the Code of Ethics
requirements of the SEC. A copy of the Code of Conduct is posted on the
Company’s website. The Company intends to disclose promptly any amendment to, or
waiver from any provision of, the Code of Conduct applicable to senior financial
officers, and any waiver from any provision of the Code of Conduct applicable to
directors, on its website on the About Us page. The Company’s
website address is www.fmbonline.com.
 
 Item 11. Executive Compensation
 
 The
information required by Item 11 of Form 10-K is incorporated by reference from
the information contained in the Company’s definitive proxy statement for the
2009 Annual Meeting of Shareholders, which will be filed pursuant to Regulation
14A.
 
 Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
 
 The
information required by Item 12 of Form 10-K is incorporated by reference from
the information contained in the Company’s definitive proxy statement for the
2009 Annual Meeting of Stockholders, which will be filed pursuant to Regulation
14A. The Company does not have any equity compensation plans, which require
disclosure under Item 201(d) of Regulation S-K.
 
 Item 13. Certain Relationships and Related Transactions, and
Director Independence
 
 The
information required by Item 13 of Form 10-K is incorporated by reference from
the information contained in the Company’s definitive proxy statement for the
2009 Annual Meeting of Stockholders, which will be filed pursuant to Regulation
14A.
  78
 Table of Contents
  Item 14. Principal Accounting Fees and Services
 
 The
information required by Item 14 of Form 10-K is incorporated by reference from
the information contained in the Company’s definitive proxy statement for the
2009 Annual Meeting of Stockholders, which will be filed pursuant to Regulation
14A.
 
 PART
IV
 
 Item 15. Exhibits and Financial Statement Schedules
 
 (a)
              (1)
      Financial Statements. Incorporated herein by reference, are listed in Item
      8 hereof.
 (2)
Financial Statement Schedules. None
 
 (b)
              See
      “Index to Exhibits”
 
 79
 Table of Contents
  SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
 
 Farmers
      & Merchants Bancorp(Registrant)By
                                /s/
      Stephen W. HaleyDated:  March
      9, 2009
                                
                                Stephen
      W. HaleyExecutive
      Vice President &Chief
      Financial
Officer
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities indicated on March 9, 2009.
 
 
 /s/
      Kent A. SteinwertPresident
      and Chief Executive OfficerKent
      A. Steinwert
                                                                                    (Principal
      Executive Officer)/s/
      Stephen W. HaleyExecutive
      Vice President & Chief Financial OfficerStephen
      W. Haley
                                                                                    (Principal
      Financial and Accounting  Officer)/s/
      Ole R. Mettler
                                                                                    /s/
      James E. PodestaOle
      R. Mettler, Chairman
                                                                                    James
      E. Podesta, Director/s/
      Stewart C. Adams, Jr.
                                                                                    /s/
      Kevin SanguinettiStewart
      C. Adams, Jr., Director
                                                                                    Kevin
      Sanguinetti, Director/s/
      Edward Corum, Jr.
                                                                                    /s/
      Carl Wishek, Jr.Edward
      Corum, Jr., Director
                                                                                    Carl
      Wishek, Jr., Director/s/
      Calvin SuessCalvin
      Suess, Director
 
 80
 Table of Contents
  Index to Exhibit
  Exhibit No.
                      Description3.1
                      Amended
      Certificate of Incorporation (incorporated by reference to Appendices 1
      and 2 to the Registrant's Definitive Proxy Statement on Schedule 14A for
      its 2007 Annual Meeting of Stockholders and Exhibit 3(i) to the
      Registrant's Current Report on Form 8-K dated April 30,
    1999).3.2
                      Amended
      By-Laws (incorporated by reference to the Registrant’s Current Report on
      Form 8-K dated September 19, 2008, Appendix 3 to the Registrant's
      Definitive Proxy Statement on Schedule 14A for its 2007 Annual Meeting of
      Stockholders, Exhibit 3.1 to the Registrant's Current Report on Form 8-K
      dated June 7, 2005, and Exhibit 3(ii) to the Registrant's Current Report
      on Form 8-K dated April 30, 1999).3.3
                      Certificate
      of Designation for the Series A Junior Participating Preferred Stock
      (included as Exhibit A to the Rights Agreement between Farmers &
      Merchants Bancorp and Registrar and Transfer Company, dated as of August
      5, 2008, filed as Exhibit 4.1 below), is incorporated herein by
      reference.4.1
                      Rights
      Agreement between Farmers & Merchants Bancorp and Registrar and
      Transfer Company, dated as of August 5, 2008, including Form of Right
      Certificate attached thereto as Exhibit B, is incorporated herein by
      reference.10.1
                      Amended
      and Restated Employment Agreement dated April 1, 2009, between Farmers
      & Merchants Bank of Central California and Kent A. Steinwert, filed on
      Registrant’s Form 10-K for the year ended December 31,
    2008.10.3
                      Amended
      and Restated Employment Agreement dated April 1, 2009, between Farmers
      & Merchants Bank of Central California and Deborah E. Hodkin, filed on
      Registrant’s Form 10-K for the year ended December 31,
    2008.10.4
                      Amended
      and Restated Employment Agreement dated April 1, 2009, between Farmers
      & Merchants Bank of Central California and Kenneth W. Smith, filed on
      Registrant’s Form 10-K for the year ended December 31,
    2008.10.5
                      Amended
      and Restated Employment Agreement dated April 1, 2009, between Farmers
      & Merchants Bank of Central California and Richard S. Erichson, filed
      on Registrant’s Form 10-K for the year ended December 31,
      2008.10.6
                      Amended
      and Restated Employment Agreement dated April 1, 2009, between Farmers
      & Merchants Bank of Central California and Stephen W. Haley, filed on
      Registrant’s Form 10-K for the year ended December 31,
    2008.10.15
                      2005
      Deferred Bonus Plan of Farmers & Merchants Bank of Central California
      executed May 3, 2005, filed on Registrant’s Form 10-Q for the quarter
      ended March 31, 2005, is incorporated herein by
  reference.10.16
                      Executive
      Retention Plan of Farmers & Merchants Bank of Central California
      executed May 3, 2005, filed on Registrant’s Form 10-Q for the quarter
      ended March 31, 2005, is incorporated herein by
  reference.10.17
                      Amended
      and Restated Indexed Retirement Plan of Farmers & Merchants Bank of
      Central California adopted as of March 7, 2006, filed on Registrant’s Form
      10-K for the year ended December 31, 2005, is incorporated herein by
      reference.10.18
                      Deferred
      Compensation Plan of Farmers & Merchants Bank of Central California,
      executed October 17, 2006, filed on the Registrants Form 10-Q for the
      quarter ended September 30, 2006, is incorporated herein by
      reference.14
                      Code
      of Conduct of Farmers & Merchants Bancorp, filed on Registrant’s Form
      10-K for the year ended December 31, 2003, is incorporated herein by
      reference.21
                      Subsidiaries
      of the Registrant, filed on Registrant’s Form 10-K for the year ended
      December 31, 2003, is incorporated herein by reference.31(a)
                      Certification
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31(b)
                      Certification
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32
                      Certification
      of the Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002.
 
 81