EXHIBIT 10.18

                 FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA

                           DEFERRED COMPENSATION PLAN

1.   PURPOSE  OF  THE PLAN. The purpose of the Farmers & Merchants Bank Deferred
     Compensation  Plan  is  to recognize the valuable services performed by key
     employees  and  directors  (collectively  "Employees")  and  encourage each
     Employee's  continued  employment  or  participation  (in  the  case  of  a
     director)  by  providing  an  opportunity  to  defer  a  certain portion of
     compensation  payable  to  him  or  her.

2.   DEFINITIONS.  As  used  in  this  Plan,  the following terms shall have the
     meanings  indicated  below:

     "Bank" shall mean Farmers & Merchants Bank of Central California and any of
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     its subsidiaries.

     "Board  of  Directors"  shall  mean  the  Board  of  Directors of the Bank.
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     "Committee"  shall  mean  the  Personnel  Committee  of  the  Board  of
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     Directors or such other committee that the Board of Directors may designate
     from  time  to  time.

     "Change  of  Control"  means  a  change,  after January 1, 2005, of control
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     of  the  Holding  Company.  Such a Change of Control will be deemed to have
     occurred  immediately  before  any of the following occur: (i) individuals,
     who  were  members  of  the  Board  of  Directors  of  the  Holding Company
     immediately  prior  to a meeting of the shareholders of the Holding Company
     which  meeting  involved  a  contest  for the election of directors, do not
     constitute  a  majority  of  the  Board of Directors of the Holding Company
     following  such  election  or  meeting,  (ii)  an  acquisition, directly or
     indirectly,  of  more  than  35%  of the outstanding shares of any class of
     voting  securities of the Holding Company by any Person, (iii) a merger (in
     which  the  Holding  Company is not the surviving entity), consolidation or
     sale of all, or substantially all, of the assets of the Holding Company, or
     (iv) there is a change, during any period of one year, of a majority of the
     Board  of  Directors  of  the  Holding  Company  as  constituted  as of the
     beginning of such period, unless the election of each director who is not a
     director at the beginning of such period was approved by a vote of at least
     a  majority  of  the  directors  then  in  office who were directors at the
     beginning  of  such  period.  If  the  events or circumstances described in
     (i)-(iv),  above,  shall  occur  to or be applicable to the Bank, then such
     Change  of Control shall be deemed for all purposes of this Plan to also be
     a  "Change  of  Control" of the Holding Company. For purposes of this Plan,
     the  term  "Person"  shall  mean  and  include any individual, corporation,
     partnership,  group, association or other "person", as such term is used in
     Section  14(d)  of  the  Securities  Exchange  Act  of 1934, other than the
     Holding Company, the Bank, any other wholly owned subsidiary of the Bank or
     any  employee  benefit plan(s) sponsored by the Bank or other subsidiary of
     the  Holding  Company.

     "Compensation"  shall  mean  all  salary,  directors'  fees,  bonuses  and
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     incentive  compensation paid to the Employee by the Bank in cash, including
     amounts  deferred. All other forms of compensation shall be disregarded for
     purposes  of  this  Plan.

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


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     "Election  of  Deferral"  shall  mean  a  written  notice  filed  by  the
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     Employee  with the chief financial officer of the Bank in substantially the
     form  attached hereto specifying the amount of Compensation to be deferred.

     "Normal  Retirement  Date"  shall  mean  the  date  an employee attains the
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     age  of sixty-five (65) or a director attains the age of seventy-five (75).

     "Holding  Company"  means  Farmers  &  Merchants  Bancorp.
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     "Plan"  shall  mean  the  Farmers  &  Merchants  Bank of Central California
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     Deferred  Compensation  Plan as set forth in this document, as successor of
     any  prior  plans  of  the  same  name,  and  as the same may be amended or
     supplemented  from  time  to  time.

3.   DEFERRED  COMPENSATION.  The  Board  of  Directors  shall  have  the  sole
     discretion  to determine whether the Employee is eligible to participate in
     the  Plan.  Commencing  on  the date when an eligible Employee executes his
     first  Election  of  Deferral, and continuing through the date on which the
     eligible  Employee's  employment  terminates  because  of his or her death,
     retirement, Disability, or any other cause, the Employee may defer into his
     or  her account the amount set forth in the Election of Deferral, which the
     Employee  would  otherwise  be  entitled  to  receive from the Bank in each
     calendar  year,  subject to any changes made to the Election of Deferral in
     accordance  with  this  Plan.

     The  amount  of  Compensation  selected  for  deferral  by  the  Employee
     pursuant  to an Election of Deferral is referred to as the "Annual Deferral
     Sum".  The  amounts  of  Compensation  actually  deferred,  are hereinafter
     collectively  included  as  the "Deferred Amounts". The Employee's Deferred
     Amounts  shall  be credited to the Employee's Deferred Compensation Account
     as  of  the  dates  such  Deferred Amounts would, but for such deferral, be
     payable  to  the  Employee.

     The  eligible  Employee  may  elect  an  Annual  Deferral  Sum hereunder by
     filing  an  Election  of  Deferral  Notice. An Election of Deferral must be
     filed at least ten (10) days prior to the beginning of the calendar year to
     which  it  pertains and shall be effective with the first pay period of the
     calendar year following the filing thereof. In the first year for which the
     Employee  is  determined  by  the  Board  of  Directors  to  be eligible to
     participate,  an Election of Deferral must be filed within thirty (30) days
     after  notice  to  the  Employee  of eligibility. The Employee may elect to
     defer  a  maximum Annual Deferral Sum of one hundred percent (100%) of base
     salary  and  one  hundred  percent (100%) of any incentive bonus. A minimum
     Annual  Deferral  Sum  shall  be  one  percent  (1%) of Compensation, which
     minimum  may  be  changed  from  time  to  time  by  the  Bank.

4.   DEFERRED  COMPENSATION  ACCOUNT.  The  Bank  shall  establish  a  Deferred
     Compensation  Account  on  its books for the Employee. Incremental Employee
     deferrals  will  be  credited  to  this  account  and,  for those Employees
     participating  in  the  rabbi  trust,  transferred  to  the  rabbi  trust
     established  under Section 17, no less frequently than monthly. An Employee
     shall  be  entitled  to  the  amount set forth in the Deferred Compensation
     Account  applicable  to  him or her, subject to the terms and conditions of
     this  Plan,  including  the  payment  rules  set  forth  in  Section  8.

5.   EARNINGS ON ACCOUNT BALANCES. The Bank and the Employee agree that Deferred
     Amounts  will  be  self-directed by each individual participating Employee.
     Accordingly,  the  Bank  shall  have  no  responsibility for the Employee's
     investment  decisions  or  results, nor provide any assurances that amounts
     actually  deferred will not incur investment losses up to and including all
     amounts  deferred.

     Deferred  amounts  may  either  be  (i)  transferred  to  the  rabbi  trust
     established under Section 17 and invested according to the options provided
     in  the trust, or (ii) be maintained in the Bank and receive interest based
     upon  a  market  rate  index  approved  by  the  Committee.


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     Earnings  will  be  credited  to  each  Employee's  Deferred  Compensation
     Account balance, and, for those Employees participating in the rabbi trust,
     transferred  to the rabbi trust established under Section 17, at the end of
     each  calendar  month. Earnings shall be posted (i) based upon the previous
     month's  trust  account  statement, or (ii) for those Employees electing to
     have  the  money  retained  in  the Bank, as of the last day of each month.

6.   STATEMENT OF ACCOUNTS. The Bank shall provide to the Employee, within sixty
     (60)  days  after  each  calendar  year-end,  a statement setting forth the
     Employee's  Deferred  Compensation  Account  balance.

7.   ACCOUNTING  DEVICE  ONLY.  The  Deferred  Compensation  Account is solely a
     device  for measuring amounts to be paid under this Plan. It is not a trust
     fund  of any kind. The Employee is a general unsecured creditor of the Bank
     for the payment of benefits. The benefits represent the mere promise of the
     Bank  to  pay  such  benefits. The Employee's rights are not subject in any
     manner  to  anticipation,  alienation,  transfer,  assignment,  pledge,
     encumbrance,  attachment,  or  garnishment  by  the  Employee's  creditors.

8.   PAYMENT.

     a.   Retirement.  The  Bank  agrees  that,  from  and  after the retirement
          of  the Employee from the service of the Bank upon reaching his or her
          Normal Retirement Date, the Bank shall pay to the Employee the balance
          in  his/her  Deferred  Compensation  Account  in  accordance  with the
          Employee's  election  on  the  attached  Payment  Election.

     b.   Disability.  The  Employee  shall  be  entitled  to receive payment of
          the  balance  in his/her Deferred Compensation Account prior to his or
          her  Normal  Retirement  Date, if his/her termination of employment is
          due  to  Disability. The Bank shall pay to the Employee the balance in
          his/her  Deferred  Compensation  Account  in  accordance  with  the
          Employee's  election  on  the  attached  Payment  Election.

     c.   Death.  In  the  event  of  the  Employee's  death  the Bank shall pay
          the  balance  in  the  Employee's Deferred Compensation Account in one
          lump sum to the Employee's designated beneficiary (the "Beneficiary"),
          in  accordance  with  the  last  such designation received pursuant to
          Section  10 by the Bank from the Employee prior to death. The lump sum
          payment  shall  be made on the first day of the second month following
          the  Employee's  death.

     d.   Change  of  Control.  The  Employee  shall  be  entitled  to  receive
          payment of the balance in his/her Deferred Compensation Account upon a
          Change  of  Control. The Bank shall pay to the Employee the balance in
          his/her  Deferred  Compensation  Account  in  accordance  with  the
          Employee's  election  on  the  attached  Payment  Election.

     e.   Termination.  In  the  event  of  the  Employee's  termination  of
          employment  with  the  Bank  before the Normal Retirement Date for any
          reason, other than Disability, Change of Control, retirement or death,
          the  Bank  shall  pay  to the Employee the balance in his/her Deferred
          Compensation Account in accordance with the Employee's election on the
          attached  Payment  Election.

     f.   In Service  Distribution.  The  Employee  shall  have  the  option  to
          elect  to  receive  payments  of  his  or her account balance as an in
          service  distribution, notwithstanding his or her continued employment
          with  the  Bank.  The  Employee's  election  to  receive an in service
          distribution must be made in writing on the attached Payment Election.

9.   HARDSHIP  WITHDRAWAL.  In  the  event  the  Employee  suffers an unforeseen
     financial  emergency,  as  defined  hereafter,  the  Bank  may, if it deems
     advisable  in its sole and absolute discretion, distribute to or utilize on
     behalf  of  the  Employee  as a hardship benefit (the "Hardship Benefit") a
     portion  of  the


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     Employee's  account.  The  Bank  shall  have  exclusive  authority  to
     determine  whether to make a hardship distribution, and the Bank's decision
     shall be final and binding on all parties. Any hardship distribution shall,
     like  all  distributions,  reduce  the  amounts  available  for  subsequent
     distributions  and  be  deducted  from the Employee's Deferred Compensation
     Account.  The  Employee  shall apply for such a Hardship Benefit in writing
     and  shall  provide  such additional information as the Bank shall require.
     For  purposes  of this Paragraph, "unforeseen financial emergency" means an
     immediate and heavy financial need caused by an unforeseeable emergency, as
     described in Treasury Regulations Section 1.457-2(h) (4) and (5), resulting
     from  any  of  the  following, and in an amount not in excess of the amount
     needed  to  pay  for  the  following  unreimbursed  expenses:

     (a)  expenses  which  are  not  covered  by  insurance  and  which  the
          Employee  or  his  or  her  spouse  or  dependents (as defined in Code
          Section  152 (a)) has incurred as a result of, or is required to incur
          in  order  to receive, medical care described in Code Section 213 (d),
          as  a  result  of  a  sudden  or  unexpected  illness;

     (b)  payment  of  funeral,  marital  dissolution  and  other  costs
          recognized  by  the Bank to pose an immediate and heavy financial need
          on  the  Employee,  or;

     (c)  payment  of  extraordinary,  unforeseeable  expenses  attributable  to
          forces  beyond  the Employee's control in order to prevent eviction of
          the Employee from his or her principal residence or foreclosure on the
          mortgage  of  the  Employee's  principal  residence.

     No  distribution  shall  be  made  pursuant  to this paragraph in excess of
     the  amount  of  the immediate and heavy financial need of the Participant.
     The  amount  of  the  immediate  and  heavy  financial need may include any
     amounts necessary to pay federal, state, or local income taxes or penalties
     reasonably  anticipated  to  result from the distribution. Any distribution
     under  this  Section  shall  reduce  the  Employee's  Deferred Compensation
     Account. Any distribution under this Section shall be limited to the lesser
     of  either:  (a)  the  amount  designated  by  the  Employee as a requested
     Hardship  benefit  in  a  form determined by the Bank, or (b) Fifty Percent
     (50%)  of  the  Employee's  Deferred  Compensation  Account.

10.  BENEFICIARY  DESIGNATION. The Employee shall have the right, at any time to
     submit  a  Beneficiary  Designation Form designating primary and contingent
     beneficiaries to whom payment under this Plan shall be made in the event of
     death  prior to complete distribution of the benefits due and payable under
     the  Plan.  Each  beneficiary  designation shall become effective only when
     receipt  thereof  is  acknowledged  in  writing  by  the  Bank.

11.  ASSIGNMENT  OF  RIGHTS. Neither the Employee nor any designated beneficiary
     shall  have  any  right  to sell, assign, transfer, or otherwise convey the
     right  to  receive any payments hereunder without the prior written consent
     of  the  Bank.

12.  UNFUNDED  AND UNSECURED OBLIGATION OF THE BANK. The Bank is not required to
     earmark  or  otherwise  set  aside  any funds or other assets or in any way
     secure  payment  of  its obligations under the Plan. Any asset which may be
     set  aside by the Bank for accounting purposes is not to be treated as held
     in  trust  for  any Employee or for his or her account. Each Employee shall
     have  only  the  rights  of  a general, unsecured creditor of the Bank with
     respect  to  any  of  his  or  her  rights  under  the  Plan.

13.  CLAIMS  PROCEDURE. Any claim pertaining to an Employee's benefits under the
     Plan  shall  be  filed  with the Chairman of the Personnel Committee of the
     Board  of  Directors for the consideration of the Committee. Written notice
     of  the  disposition  of  a claim shall be furnished the Employee within 30
     days  after  the  application therefore is filed. In the event the claim is
     denied,  the specific reasons for such denial shall be set forth, pertinent
     provisions  of  the  Plan  shall  be  cited  and,  where  appropriate,  an
     explanation  as  to  how  the Employee can perfect his or her claim will be
     provided.


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14.  NO CONTRACT  OF  EMPLOYMENT. Nothing contained herein shall be construed to
     be  a  contract of employment for any term of years, nor as conferring upon
     the  Employee  the  right  to  continue  to be employed by the Bank, in any
     capacity,  nor  in any way vary the Bank's policy of at-will employment. It
     is  expressly  understood  by  the  parties  hereto  that this Plan relates
     exclusively  to  deferred  compensation  as  set  forth  in  this  Plan.

15.  CONSTRUCTION OF PLAN. Any payments under this Plan shall be independent of,
     and in addition to, those under any other plan, program, or agreement which
     may  be  in  effect  between  the parties hereto, or any other compensation
     payable  to  the  Employee  or the Employee's designated beneficiary by the
     Bank.  All  legal  issues  pertaining  to  the  Plan shall be determined in
     accordance  with the laws of the State of California except as preempted by
     Federal  law.

16.  AMENDMENT.  The  Bank  shall have the right at any time to modify, alter or
     amend this Plan, in whole or in part, provided that the amendment shall not
     reduce  any  Employee's  interest in the Plan, calculated as of the date on
     which  the  amendment  is  adopted.

17.  THE COMMITTEE.

     a)   The Committee  shall,  for  the  purpose  of  administering  the Plan,
          choose  a  secretary  and  an  assistant  secretary (either of whom is
          hereafter  referred  to  as "Secretary") who shall keep minutes of the
          Committee's  proceedings  and  all records and documents pertaining to
          the  Committee's administration of the Plan. The Secretary may execute
          any  certificates  or  other  written  direction  on  behalf  of  the
          Committee. A majority of the members of the Committee shall constitute
          a  quorum.

     b)   The Committee  on  behalf  of  the  Employees  shall  be  charged with
          the  general  administration  of  the  Plan  and shall have all powers
          necessary  to  accomplish  those purposes including, but not by way of
          limitation,  the  following:

          -    to construe,  interpret,  and  administer  the  Plan;

          -    to make  determinations  under  the  Plan;

          -    to establish  a  rabbi  trust  for  the  Plan  and  to  deposit
               amounts  determined  under  Sections  4  and  5  into  such trust
               established  by  the  Committee;

          -    to maintain  the  necessary  records  for  the  administration of
               the  Plan;  and

          -    to make  and  publish  such  rules  for  the  regulation  of  the
               Plan  as  are  not  inconsistent  with  the  terms  hereof.

          Decisions  and  determinations  by  the  Committee  shall be final and
          binding  upon  all  parties  and  shall be given the maximum deference
          allowed  by  law.

     c)   The members  of  the  Committee  shall  serve without bond and without
          compensation  (except for director fees) for their services hereunder.
          All  expenses  of  the  Committee  shall be paid by the Bank. The Bank
          shall furnish the Committee with such clerical and other assistance as
          is  necessary  in  the  performance  of  its  duties. No member of the
          Committee  shall be liable for the act or omission of any other member
          of  the Committee, nor for any act or omission on his or her own part,
          excepting  only his or her own willful misconduct or gross negligence.
          The  Bank  shall  indemnify  and  hold  harmless  each  member  of the
          Committee  against any and all expenses and liabilities arising out of
          his  or  her  membership on the Committee, excepting only expenses and
          liabilities  arising out of his or her own willful misconduct or gross
          negligence.


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18.  HEADINGS.  Headings  and  subheadings  in  this  Plan  are  inserted  for
     convenience  or  reference  only  and  are  not  to  be  considered  in the
     construction  of  the  provisions  hereof.

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

20.  GENDER  AND  NUMBER.  Where the context permits, words in any gender shall,
     include  any  other gender; words in the singular shall include the plural,
     and  the  plural  shall  include  the  singular


IN  WITNESS WHEREOF, the Bank has caused this plan to be duly executed this 17th
day  of  October,  2006.


FARMERS & MERCHANTS BANK OF
CENTRAL CALIFORNIA

By:  /s/ Kent A. Steinwert

     -------------------------------
     President and C.E.O.

By:  /s/ Ole R. Mettler

     -------------------------------
     Chairman of the Board


By:  /s/ Stewart C. Adams, Jr.

     -------------------------------
     Chairman of the Personnel Committee of  the Board


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