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                                                                    EXHIBIT 10.1

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

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

                                    RECITALS

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

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

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

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

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

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

SECTION 1 - DEFINITIONS

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

B.   Cause - "Cause" shall mean and be limited to Executive's (a) criminal
     dishonesty, (b) failure to perform his duties on an exclusive and
     substantially full-time basis (unless unable to so perform by reason of
     disability), (c) failure to act in accordance with any specific substantive
     instructions given by Company with respect to Executive's performance of
     duties normally associated with his position prior to the Change in Control
     (unless unable to so perform by reason of disability), or (d) engaging in
     conduct which could be materially damaging to Company without a reasonable
     good faith belief that such conduct was in the best interest of Company.

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

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

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

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

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

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

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

E.   Company - "Company" shall include Farmers & Merchants Bancorp, Inc. and any
     members of its Affiliated Group, as that term is defined in Section 1504 of
     the Code, and shall include any predecessor corporations of the Company and
     its Affiliated Group.

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

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

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

SECTION 2 - TERM OF AGREEMENT

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

A.   The date this Agreement is mutually rescinded.

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

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

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

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

     1.   becomes insolvent; or

     2.   has appointed any conservator or receiver; or

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

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

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

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

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

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

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

A.   If during the term of this Agreement and:

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

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

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

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

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

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

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

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C.   IF EXECUTIVE'S EMPLOYMENT IS TERMINATED AS DESCRIBED IN SECTION 4.A. (1 OR
     2), THEN IN ADDITION TO THE ABOVE CASH PAYMENT(S), COMPANY SHALL CONTINUE
     AT NO COST TO EXECUTIVE FOR THE TERM OF THE BENEFIT PERIOD AS DEFINED
     BELOW, EXECUTIVE'S COVERAGE IN COMPANY'S HEALTH, DISABILITY, DENTAL, AND
     LIFE INSURANCE AT THE SAME LEVELS THAT HAD BEEN PROVIDED IMMEDIATELY PRIOR
     TO HIS TERMINATION OF EMPLOYMENT. THE BENEFIT PERIOD SHALL COMMENCE ON THE
     DATE OF TERMINATION OF THE EXECUTIVE'S EMPLOYMENT AND SHALL END ON THE LAST
     DAY OF THE 12TH CONSECUTIVE WHOLE MONTH THEREAFTER.

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

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

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

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

SECTION 5 - PROVISION FOR OUTPLACEMENT SERVICES

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

SECTION 6 - ARBITRATION

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

SECTION 7 - RIGHT TO OTHER BENEFITS

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

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SECTION 8 - MISCELLANEOUS

A.   Notice and Payments

     ALL PAYMENTS REQUIRED OR PERMITTED TO BE MADE UNDER THE PROVISIONS OF THIS
     AGREEMENT, AND ALL NOTICES AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED
     TO BE GIVEN OR DELIVERED UNDER THIS AGREEMENT TO COMPANY OR TO EXECUTIVE,
     WHICH NOTICES OR COMMUNICATIONS MUST BE IN WRITING, SHALL BE DEEMED TO HAVE
     BEEN GIVEN IF DELIVERED BY HAND, OR MAILED BY FIRST-CLASS MAIL, ADDRESSED
     AS FOLLOWS:

     1.   If to Company:

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

     2.   If to Executive:

          Richard J. Lis
          15932 Wolf Run
          Findlay, OH 45840

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

B.   Payroll Taxes

     ANY PAYMENT REQUIRED OR PERMITTED TO BE MADE OR GIVEN TO EXECUTIVE UNDER
     THIS AGREEMENT SHALL BE SUBJECT TO THE WITHHOLDING AND OTHER REQUIREMENTS
     OF APPLICABLE LAWS, AND TO THE DEDUCTION REQUIREMENTS OF ANY BENEFIT PLAN
     MAINTAINED BY COMPANY IN WHICH EXECUTIVE IS A PARTICIPANT, AND TO ALL
     REPORTING, FILING AND OTHER REQUIREMENTS IN RESPECT OF SUCH PAYMENTS, AND
     COMPANY SHALL USE ITS BEST EFFORTS PROMPTLY TO SATISFY ALL SUCH
     REQUIREMENTS.

C.   Governing Law

     THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
     LAWS OF THE STATE OF OHIO.

D.   Duplicate Originals

     THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH
     SHALL BE DEEMED TO BE A DUPLICATE ORIGINAL, BUT ALL OF WHICH, TAKEN
     TOGETHER, SHALL CONSTITUTE A SINGLE INSTRUMENT.

E.   Captions

     THE CAPTIONS CONTAINED IN THIS AGREEMENT ARE INCLUDED ONLY FOR CONVENIENCE
     OF REFERENCE AND DO NOT DEFINE, LIMIT, EXPLAIN OR MODIFY THIS AGREEMENT OR
     ITS INTERPRETATIONS, CONSTRUCTION OR MEANING AND ARE IN NO WAY TO BE
     CONSTRUED AS A PART OF THIS AGREEMENT.

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F.   Severability

     IF ANY PROVISION OF THIS AGREEMENT OR THE APPLICATION OF ANY PROVISION TO
     ANY PERSON OR ANY CIRCUMSTANCES SHALL BE DETERMINED TO BE INVALID OR
     UNENFORCEABLE, SUCH PROVISION OR PORTION THEREOF SHALL NEVERTHELESS BE
     EFFECTIVE AND ENFORCEABLE TO THE EXTENT DETERMINED REASONABLE. SUCH
     DETERMINATION SHALL NOT AFFECT ANY OTHER PROVISION OF THIS AGREEMENT OR THE
     APPLICATION OF SAID PROVISION TO ANY OTHER PERSON OR CIRCUMSTANCE, ALL OF
     WHICH OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT, AND IT IS THE
     INTENTION OF COMPANY AND EXECUTIVE THAT IF ANY PROVISION OF THIS AGREEMENT
     IS SUSCEPTIBLE OF TWO OR MORE CONSTRUCTIONS, ONE OF WHICH WOULD RENDER THE
     PROVISION ENFORCEABLE AND THE OTHER OR OTHERS OF WHICH WOULD RENDER THE
     PROVISIONS UNENFORCEABLE, THEN THE PROVISIONS SHALL HAVE THE MEANING WHICH
     RENDERS IT ENFORCEABLE.

G.   Number and Gender

     WHEN USED IN THIS AGREEMENT, THE NUMBER AND GENDER OF EACH PRONOUN SHALL BE
     CONSTRUED TO BE SUCH NUMBER AND GENDER AS THE CONTEXT, CIRCUMSTANCES OR ITS
     ANTECEDENT MAY REQUIRE.

H.   Successors and Assigns

     THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE
     SUCCESSORS AND ASSIGNS (INCLUDING SUCCESSIVE, AS WELL AS IMMEDIATE,
     SUCCESSORS AND ASSIGNS) OF COMPANY; PROVIDED, HOWEVER, THAT COMPANY MAY NOT
     ASSIGN THIS AGREEMENT OR ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER TO ANY
     PARTY OTHER THAN A CORPORATION WHICH SUCCEEDS TO SUBSTANTIALLY ALL OF THE
     BUSINESS AND ASSETS OF COMPANY BY MERGER, CONSOLIDATION, SALE OF ASSETS OR
     OTHERWISE. THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON
     THE SUCCESSOR AND ASSIGNS (INCLUDING SUCCESSIVE, AS WELL AS IMMEDIATE,
     SUCCESSORS AND ASSIGNS) OF EXECUTIVE; PROVIDED, HOWEVER, THAT THE RIGHT OF
     EXECUTIVE UNDER THIS AGREEMENT MAY BE ASSIGNED ONLY TO HIS PERSONAL
     REPRESENTATIVE OR TRUSTEE OR BY WILL OR PURSUANT TO APPLICABLE LAWS OF
     DESCENT AND DISTRIBUTION.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on and to be effective on December 16, 2005.

                     SECTION 1 IN THE PRESENCE OF: EXECUTIVE


                                        /s/ Richard J. Lis
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                                        Richard J. Lis


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IN THE PRESENCE OF:                     FARMERS & MERCHANTS STATE BANK


                                        By: /s/ Joe E. Crossgrove
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                                        Its: Chairman of the Board
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