SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials

Farmers & Merchants Bancorp
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[_] Fee paid previously with preliminary materials:

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[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

1) Amount previously paid:

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2) Form, Schedule or Registration Statement No.:

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4) Date Filed:

________________________________________________________________________________

FARMERS & MERCHANTS BANCORP
121 West Pine Street, Lodi, CA 95240-2184

March 21, 2003

Dear Stockholder:

The annual meeting of stockholders of Farmers & Merchants Bancorp (the
"Company") will be held this year at 121 West Pine Street, Lodi, CA, on Monday,
April 21, 2003, at 4:00 p.m. We look forward to your attendance.

The enclosed proxy statement describes the business to be conducted at the
annual meeting, which includes the election of directors, the ratification of
PricewaterhouseCoopers LLP as the Company's independent auditors and any other
matters which properly come before the meeting.

A copy of the Company's 2002 Annual Report to Stockholders is also
enclosed.

We hope you will be able to attend the annual meeting in person. A buffet
consisting of hors d'oeuvres and refreshments will be served after the meeting.
The directors and senior management greatly appreciate the interest expressed by
our stockholders. Whether or not you plan to attend the annual meeting, it is
important that you are represented and that your shares are voted. Accordingly,
after reviewing the enclosed proxy statement, we ask you to complete, sign and
date the proxy card and return it as soon as possible in the postage-paid
envelope that has been provided for your convenience.

Sincerely,

/s/ Ole R. Mettler /s/ Kent A. Steinwert
Ole R. Mettler Kent A. Steinwert
Chairman of the Board President and Chief Executive Officer

Enclosures

FARMERS & MERCHANTS BANCORP
121 West Pine Street, Lodi, CA 95240-2184

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held April 21, 2003

To the Stockholders:

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Farmers &
Merchants Bancorp, a Delaware corporation (the Company) will be held at its Main
Office, 121 West Pine Street, Lodi, CA, on Monday, April 21, 2003, at 4:00 p.m.
to:

1. Elect the following eleven (11) directors to serve until the next annual
meeting of stockholders or until their successors are elected and
qualified:

Stewart C. Adams, Jr. Harry C. Schumacher
Ralph Burlington Kevin Sanguinetti
Edward Corum, Jr. Kent A. Steinwert
Robert F. Hunnell Ole R. Mettler
Calvin (Kelly) Suess Carl A. Wishek, Jr.
James E. Podesta

2. Ratify the appointment of PricewaterhouseCoopers LLP by the Board of
Directors, to act as the Company's independent auditors for the year ending
December 31, 2003.

3. Act upon such other matters as may properly come before such annual meeting
or any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on March 7, 2003 as
the record date for determining the holders of the common stock of the Company
entitled to notice of, and to vote at, the annual meeting and any adjournments
thereof. A complete list of stockholders entitled to vote will be available at
the office of the Secretary of the Company at 111 West Pine Street, Lodi, CA for
the ten days prior to the meeting.

You are strongly encouraged to attend the annual meeting. Please complete,
sign and date, as promptly as possible, the enclosed proxy and immediately
return it in the envelope provided for your use. This is important whether or
not you plan to attend the annual meeting in person. The giving of such proxy
will not affect your right to revoke such proxy or to vote in person, should you
attend the annual meeting.

BY ORDER OF THE BOARD OF DIRECTORS,

/s/Deborah Hodkin
Deborah Hodkin
Secretary
Dated: March 21, 2003

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

YOUR VOTE IS IMPORTANT
TO INSURE YOUR VOTE IS REPRESENTED, YOU ARE URGED TO COMPLETE, SIGN,
DATE AND PROMPTLY RETURN YOUR PROXY.

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

PROXY STATEMENT
FARMERS & MERCHANTS BANCORP
121 West Pine Street, Lodi, CA 95240-2184

This proxy statement is furnished to the stockholders of Farmers &
Merchants Bancorp (the "Company") in connection with the solicitation of proxies
by the Board of Directors of the Company to be used in voting at the annual
meeting of stockholders to be held on April 21, 2003 at 121 West Pine Street,
Lodi, CA at 4:00 p.m., and at any adjournment or postponement thereof. All
expenses incidental to the preparation and mailing, or otherwise making
available to all stockholders of the notice, proxy statement and form of proxy
will be paid by the Company. This proxy statement and the enclosed proxy are
being mailed to the Company's stockholders on or about March 21, 2003.

This proxy statement outlines the business to be conducted at the annual
meeting, which includes the election of directors and the ratification of
PricewaterhouseCoopers LLP as independent auditors.

Voting Rights and Vote Required

Only stockholders of record at the close of business on March 7, 2003 (the
"record date"), will be entitled to vote in person at the meeting or by proxy.
On the record date, there were 733,021 shares of common stock outstanding and
entitled to vote.

Holders of common stock of the Company are entitled to one vote for each
share held, other than with respect to the election of directors. Due to the
application of Section 2115 of the California Corporations Code, each
stockholder may be eligible to exercise cumulative voting rights and may be
entitled to as many votes as shall equal the number of shares of common stock
held by such stockholder multiplied by the number of directors to be elected,
and such stockholder may cast all of such votes for a single nominee or may
distribute them among two or more nominees. For example, if you own 10 shares of
common stock of the Company and 11 directors are being elected, you have 110
votes - you can cast all of them for one nominee, or two or more nominees if you
so choose. No stockholder, however, shall be entitled to cumulate votes (i.e.,
cast for any one or more nominees a number of votes greater than the number of
shares of common stock of the Company held by such stockholder) unless the
name(s) of the nominee(s) has (have) been placed in nomination prior to the
commencement of the voting in accordance with Article III, Section 3.4 of the
Company's by-laws (which requires that nominations made other than by the Board
of Directors be made by notification in writing delivered or mailed to the
President of the Company not less than 30 days or more than 60 days prior to any
meeting of stockholders) and, in accordance with Article II, Section 2.9 of the
Company's by-laws, a stockholder has given at least two days written notice to
the Secretary of the Company of an intention to cumulate votes prior to the
vote. The Company's Annual Meeting of Stockholders is expected to be held on
April 21, 2003. Accordingly, any stockholder nomination for the 2003 Annual
Meeting of Stockholders, to be timely, must be received by the Company not later
than March 22, 2003 and not earlier than February 20, 2003. If any stockholder
has given such notice, all stockholders may cumulate their votes for nominees,
in which event votes represented by proxies delivered pursuant to this proxy
statement may be cumulated, in the discretion of the proxy holders, in
accordance with the recommendation of the Board of Directors. Discretionary
authority to cumulate votes in such event is, therefore, solicited in this proxy
statement.

In the election of directors, the 11 nominees receiving the highest number
of votes will be elected. Ratification of the selection of the independent
auditors and approval of such other matters which properly come before the
meeting, if any, will require the affirmative vote of a majority of the shares
represented and voting at the meeting provided the quorum requirements of
Article II, Section 2.7 of the by-laws are met, as described under the heading
"Voting of Proxies - Quorum" below. Abstentions will not count as votes in favor
of the election of directors or any other proposals.

Voting of Proxies - Quorum

The shares represented by all properly executed proxies received in time
for the meeting will be voted in accordance with the stockholders' choices
specified therein; provided, however, that where no choices have been specified,
the shares will be voted "FOR" the election of the 11 nominees for director
recommended by the Board of Directors, "FOR" the ratification of the appointment
of PricewaterhouseCoopers LLP as independent auditors, and voted at the
discretion of the proxy holders on such other matters, if any, which may
properly come before the meeting (including any proposal to adjourn the
meeting). A majority of the shares entitled to vote represented either in person
or by properly executed proxies, will constitute a quorum at the meeting.
Abstentions and broker "non-votes" are each included in the determination of the
number of shares present and voting for purposes of determining the presence of
a quorum. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not have discretionary voting power with respect to that
item and has not received instructions from the beneficial owner. Abstentions
will be included in tabulations of the votes cast on proposals presented to the
stockholders and therefore will have the effect of a negative vote. Broker
"non-votes" will not be counted for purposes of determining the number of votes
cast for a proposal.

Revocability of Proxy

A stockholder using the enclosed proxy may revoke the authority conferred
by the proxy at any time before it is exercised by delivering written notice of
revocation or a duly executed proxy bearing a later date to the Secretary of the
Company, or by appearing and voting by ballot in person at the meeting. In the
event that signed proxies are returned without voting instructions, proxies will
be voted in favor of election of the eleven (11) persons nominated for election
as directors as set forth in this Proxy Statement, the ratification of the
appointment of PricewaterhouseCoopers LLP as independent auditors, and such
other matters, if any, which may properly come before the meeting (including any
proposal to adjourn the meeting).

PROPOSAL 1

ELECTION OF DIRECTORS

At the meeting, it will be proposed to elect eleven (11) directors of the
Company, each to hold office until the next annual meeting and until their
successors shall be elected and qualified. It is the intention of the proxy
holders named in the enclosed proxy to vote such proxies (except those
containing contrary instructions) for the eleven (11) nominees named below.

The following table sets forth the names of each of the nominees for
election as a director, their age, their principal occupation for the past five
years and the period during which they have served as director of the Company
(or the Bank).

Principal Occupation Director
Name Age During Past Five Years Since
- ------------------------------- -------- ------------------------------------------------------------- -------------

Stewart C. Adams, Jr. 65 Attorney 1997
- ------------------------------- -------- ------------------------------------------------------------- -------------
Ralph Burlington 79 Retired, Former Co-owner San Joaquin Sulfur Co. 1968
- ------------------------------- -------- ------------------------------------------------------------- -------------
Edward Corum, Jr. 51 Owner, Corum Real Estate Investment Co. 2003
- ------------------------------- -------- ------------------------------------------------------------- -------------
Robert F. Hunnell 82 Retired, Former Owner, Hunnell's Pharmacy 1970
- ------------------------------- -------- ------------------------------------------------------------- -------------
Ole R. Mettler 85 Chairman of the Board and Retired Bank President 1973
- ------------------------------- -------- ------------------------------------------------------------- -------------
James E. Podesta 82 Orchardist 1980
- ------------------------------- -------- ------------------------------------------------------------- -------------
Kevin Sanguinetti 44 President, First American Title Co. 2001
- ------------------------------- -------- ------------------------------------------------------------- -------------
Harry C. Schumacher 82 Retired since 1997, prior thereto President of the Bank 1997
- ------------------------------- -------- ------------------------------------------------------------- -------------
Kent A. Steinwert 50 President and Chief Executive Officer since August 1997; 1998
prior thereto, a senior officer with Bank of America
National Trust and Savings Association
- ------------------------------- -------- ------------------------------------------------------------- -------------
Calvin (Kelly) Suess 67 Co-owner, Lodi Nut Company, Inc. 1990
- ------------------------------- -------- ------------------------------------------------------------- -------------
Carl A. Wishek, Jr. 64 Assistant Vice President of the Bank 1988
- ------------------------------- -------- ------------------------------------------------------------- -------------

None of the directors of the Company were selected pursuant to arrangements
or understandings other than with the directors and stockholders of the Company
acting within their capacity as such. There are no family relationships among
the directors and executive officers of the Company, and none of the directors
serves as a director of any company which has a class of securities registered
under, or subject to periodic reporting requirements of, the Securities Exchange
Act of 1934, as amended, or any company registered as an investment company
under the Investment Company Act of 1940.

The Board does not anticipate that any of the nominees will be unable to
serve as a director of the Company, but if that should occur before the meeting,
the proxy holders, in their discretion, upon the recommendation of the Company's
Board of Directors, reserve the right to substitute as nominee and vote for
another person of their choice in the place and stead of any nominee unable so
to serve. The proxy holders reserve the right to cumulate votes for the election
of directors and cast all of such votes for any one or more of the nominees, to
the exclusion of the others, and in such order of preference as the proxy
holders may determine in their discretion, based upon the recommendation of the
Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE NOMINEES LISTED ABOVE.

Board of Directors Meetings

During the calendar year ending December 31, 2002, the Board of Directors
of the Company met eight (8) times and the Board of Directors of the Bank met
fifty-two (52) times. Each incumbent attended more than 75% of the meetings of
the Board of Directors and Committees on which they served.

Committees of the Board of Directors

The Company's principal asset is its wholly-owned subsidiary, Farmers &
Merchants Bank of Central California (the "Bank"). The Directors of the Company
are also Directors of the Bank. As such, Bank Committees supervise and review
the activities of the Bank, which in turn report to the Company's Board of
Directors.

Nominating Committee

The Board of Directors of the Company has a nominating committee; The
Committee did not meet in 2002. The committee is comprised of the following
voting members: Messrs. Mettler, Steinwert, Schumacher, Suess and Hunnell. The
Committee identifies candidates to serve as Directors of the Bank and the
Company in the event of future Board openings. As part of its nominating
responsibilities, the Nominating Committee will consider candidates nominated by
the stockholders of the Company for next year's meeting if the nomination is
made in writing in accordance with Article III, Section 3.4 of the By-Laws of
the Company, as described under the heading "Stockholder Proposals" below.

Audit Committee

The Board of Directors of the Company has appointed an Audit Committee;
which performs the functions of such a committee for the Company and the Bank.
The Audit Committee oversees and monitors the activities of the internal and
independent auditors of the Company and the Bank to ensure compliance with
applicable laws. The Audit Committee reports to the Boards of Directors of the
Bank and the Company, as appropriate. The Audit Committee reviews the reports of
audits and examinations of the Bank and the Company made by the independent
auditors, internal auditors and regulatory agencies. The Committee also reviews
the examinations of Bank operations, loans and credits and reports the results
to the Boards of Directors of the Bank and the Company. The Committee met
fifteen (15) times in 2002 and is comprised of the following members: Messrs.
Hunnell (Chairperson), Burlington, and Scheideman. (Director Scheideman retired
effective February 28, 2003.)

Expense Committee

The Expense Committee of the Bank reviews and examines all Bank and Company
expenses on a monthly basis comparing the results with the established annual
budget, the previous month and prior year, and proposes recommendations to
management regarding controllable expenses. The Committee met thirteen (13)
times in 2002 and is comprised of the following voting members: Messrs. Podesta
(Chairperson), Suess and Wishek. Mr. Mettler is an Ex Officio member.

CRA Committee (Community Reinvestment Act)

The CRA Committee monitors the Bank's efforts and responsibilities to
comply with the Community Reinvestment Act. The Committee makes recommendations
to the Board of Directors to assure the Bank is meeting the credit, investment
and service needs of all segments of the communities it serves. The Committee
met thirteen (13) times in 2002 and is comprised of the following voting
members: Messrs. Suess (Chairperson), Podesta and Wishek. Mr. Mettler is an Ex
Officio member.

Personnel Committee

The Board of Directors of the Company has appointed a Personnel Committee.
The same members have been appointed by the Bank's Board of Directors to serve
as the Personnel Committee of the Bank as well. The Personnel Committee of the
Company and the Bank reviews and establishes the general employment and
compensation practices and policies of the Bank and approves procedures for the
administration thereof. The Personnel Committee of both the Company and the Bank
is comprised of the following voting members: Messrs. Schumacher (Chairperson),
Sanguinetti and Adams. Mr. Mettler is an Ex Officio member. The Committee met
five (5) times in 2002. None of the members of the Committee are officers or
employees of the Company or the Bank.

Reports of the Personnel and Audit Committees

The reports of the Personnel Committee and the Audit Committee and
additional descriptions of their functions are as follows:

Report of the Personnel Committee
of the Board of Directors on Executive Compensation

The Personnel Committee of the Bank reviews and establishes the general
employment and compensation practices and policies of the Bank and approves
procedures for the administration thereof. The Board of Directors of the Bank,
operating through its Personnel Committee, establishes annual executive
compensation for the Chief Executive Officer of the Bank and the Company ("CEO")
and the other executive officers based on their performance and regulatory
publications that indicate compensation paid by other banks of similar size.
This annual evaluation process establishes a competitive base salary for each
executive and offers incentive compensation, which can provide additional
compensation if established performance measures are achieved.

The aggregate salary and bonus earned by each of the named executive
officers is set forth in the Summary Compensation Table below. Each named
executive receives a monthly base salary, and is eligible to receive an annual
cash bonus. Bank performance measures are established each year based on the
Bank's profit objectives. The extent to which these objectives are achieved
determines the annual cash bonus, if any, and merit increase earned by such
named executive officer.

In evaluating the CEO's annual salary, the Personnel Committee uses a
subjective evaluation as a basis for its decisions and considers the following
factors: the Bank's net income, comparative executive compensation levels of
peer groups, and current economic conditions. The performance measures used in
determining the CEO's annual cash bonus are based on the same income objectives
as all Company employees, namely the Company establishes an annual budget and
performance is measured against specific budget objectives.

Respectfully Submitted,

Harry C. Schumacher
Stewart C. Adams, Jr.
Kevin Sanguinetti

Report of the Audit Committee of the Board of Directors

The Audit Committee oversees relevant accounting, risk assessment, risk
management and regulatory matters. It meets with the Bank's and the Company's
internal auditors and the independent auditors to review the scope of their work
as well as to review quarterly and annual financial statements and regulatory
and public disclosures with the officers in charge of financial reporting,
control and disclosure functions. After reviewing the independent auditor's
qualifications, partner rotation and independence, the Audit Committee also
makes an annual recommendation to the Board of Directors regarding selection of
the independent auditors. In addition, the Audit Committee reviews reports of
examination conducted by regulatory agencies and follows up with management
concerning any recommendations and required corrective action.

The Audit Committee reports regularly to the Boards of Directors of the
Bank and the Company and has the authority to select, retain, terminate and
approve the fees and other retention terms of special counsel or other experts
or consultants as it deems appropriate and necessary to perform its duties. Each
of the directors serving on the Audit Committee has been determined by the Board
of Directors to be "independent" as such term is defined by Rule 4200(a)(14) of
the NASD's current listing standards.

In performing its functions, the Audit Committee acts only in an oversight
capacity and necessarily relies on the work and assurances of management, which
has the primary responsibility for financial statements and reports, and of the
independent auditors, who, in their report, express an opinion on the conformity
of the Company's annual financial statements to generally accepted accounting
principles.

In connection with the December 31, 2002 financial statements of the
Company, the audit committee: (1) reviewed and discussed the audited financial
statements with management; (2) discussed with the independent auditors the
matters required by Statement on Auditing Standards No. 61; and (3) received and
discussed with the independent auditors the matters required by Independence
Standards Board Statement No. 1. Based upon these reviews and discussions, the
audit committee recommended to the Board of Directors that the audited financial
statements be included in the Annual Report on Form 10-K filed with the SEC for
the year ended December 31, 2002.

The Board of Directors has approved a written charter of the Audit
Committee which is attached to this Proxy Statement as Exhibit A hereto.

Respectfully submitted,

Robert F. Hunnell
Ralph Burlington
George Scheideman

Audit and Non-Audit Fees

Audit Fees

The aggregate fees billed by PricewaterhouseCoopers LLP for professional
services rendered for the audit of the Company's annual financial statements for
fiscal year 2002 and the reviews of the financial statements included in the
Company's Forms 10-Q was $100,000. Less than 50% of the hours expended on the
engagement to audit the Company's financial statements for fiscal year 2002 were
attributed to work performed by persons other than PricewaterhouseCoopers LLP's
full-time, permanent employees.

Financial Information Systems Design and Implementation Fees

There were no fees billed for professional services rendered for
information technology services related to financial information systems design
and implementation by PricewaterhouseCoopers LLP for fiscal year 2002.

All Other Fees

The aggregate fees billed for services rendered by PricewaterhouseCoopers
LLP other than for the services described above, including tax consulting,
permitted internal audit outsourcing and other non-audit services, for fiscal
year 2002 was $18,500.

The Audit Committee considered whether the provision of the services other
than the audit services is compatible with maintaining PricewaterhouseCoopers
LLP's independence.

Executive Officers

Set forth below is certain information regarding the executive officers of
the Bank, with the exception of Mr. Steinwert whose information is set forth
under "Nominees":

Name and Position(s) Age Principal Occupation during the Past Five Years

Richard S. Erichson 55 Executive Vice President and Senior Credit Officer of the Bank
Executive Vice President since December 1998, prior thereto, Senior Vice President &
& Senior Credit Officer Senior Commercial Banking Manager, Bank of America National Trust
and Savings Association.

Deborah Hodkin 40 Executive Vice President & Chief Administrative Officer of the
Executive Vice President & Chief Bank since December 2000, prior thereto, Executive Vice
Administrative Officer and Secretary President & Chief Operations Officer, prior thereto, Vice
President & Chief Information Officer of Union Safe Deposit Bank
since 1997, prior thereto Vice President Loan Operations Administrator of
Stockton Savings Bank.

Chris C. Nelson 48 Executive Vice President and Head of Retail Banking since
Executive Vice President & Head of December 2001, prior thereto Vice President On-line Regional
Retail Banking (Beginning December Sales and Marketing Wells Fargo Bank Since 2001, prior thereto
2001) Senior Vice President, E-Commerce Bank of America since 1978.

John R. Olson 50 Executive Vice President and Chief Financial Officer of the Bank
Executive Vice President since April 1996, prior thereto, Senior Vice President and Chief
& Chief Financial Officer and Assistant Financial Officer of the Bank.
Secretary

Compensation of Directors and Executive Officers

A Director who is not an employee of the Bank receives a monthly fee and a
fee for each Bank Board Meeting attended. The monthly fee is $348.73 for each
director, the Board Meeting fee is $400.00, and the Committee Meeting fee is
$200.00. In addition, each Director who is not an employee of the Bank received
a $10,000 bonus in 2002. Directors may elect to defer receipt of some or all
directors' fees. Directors who are employees of the Bank receive no additional
compensation for their services as Directors.

Directors who are not active officers in the Bank do not participate in any
retirement plans.

All Directors are permitted to participate in the Bank's group insurance
plan along with salaried employees. This plan is funded 66.67% by the Bank and
33.33% by the directors who are employees and 100% by directors who are not
employees.

The Bank plans to continue the payment of such fees for regular meetings of
the Board and of the Committees of the Board.

The following table sets forth the aggregate remuneration paid by the Bank
during 2002, 2001, and 2000 for the services performed in all capacities by the
Chief Executive Officer and each of the four highest paid Executive Officers of
the Bank.

Summary Compensation Table Long Term
Compensation
Annual Compensation Awards
- ------------------ ----------------------------------- -------- ----------- ----------- -------------- ------------
Defined Deferred
Contribution Bonus Plan
Name Title Year Salary(1) Bonus Plans
- ------------------ ----------------------------------- -------- ----------- ----------- -------------- ------------

K.A. Steinwert President & Chief Executive 2002 $373,235 $250,000 $25,855 $95,421
Officer of the Company and the
Bank (Effective Aug. 18, 1997) 2001 252,078 220,000 12,875 81,662

2000 244,487 180,000 13,225 73,063
- ------------------ ----------------------------------- -------- ----------- ----------- -------------- ------------

R.S. Erichson Executive Vice President & Senior 2002 $205,168 $65,000 $25,855 $22,366
Credit Officer of the Bank
(Effective Dec. 14, 1998) 2001 176,162 60,000 12,875 19,461

2000 163,254 55,000 13,225 17,412
- ------------------ ----------------------------------- -------- ----------- ----------- -------------- ------------

S.A. Fleming(2) Executive Vice President Head 2002 $196,835 $65,000 $25,855 $22,366
of Business Banking of the Bank
(Effective Nov. 1, 2001) 2001 29,817

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

D.E. Hodkin Executive Vice President, Chief 2002 $207,146 $70,000 $25,855 $22,366
Administrative Officer and
Secretary of the Company and the 2001 170,623 45,000 12,875 19,461
Bank (Effective Dec. 29, 2000)
- ------------------ ----------------------------------- -------- ----------- ----------- -------------- ------------

J.R. Olson Executive Vice President & Chief 2002 $204,818 $55,000 $25,855 $22,366
Financial Officer, and Treasurer
of the Company and the Bank 2001 163,280 50,000 12,875 19,461

2000 153,733 45,000 13,225 17,412
- ------------------ ----------------------------------- -------- ----------- ----------- -------------- ------------

(1) In 2002 Bank employees received a one-time payment for accrued and unused
vacation as part of a program to redesign the Bank's vacation benefit.
(2) Mr. Fleming's employment with the Bank will end effective April 22, 2003.

Deferred Bonus Plan

Each of the CEO and Executive Officers are participants under the Deferred
Bonus Plan and are entitled to receive cash payments based on the long-term
cumulative profitability of the Bank and its subsidiaries and a bonus factor
determined for each participant. Deferred bonuses become payable to eligible
participants after either the participant has become vested and his or her
employment at the Bank terminates or there has been a "Change in Control" as
defined in the Plan. Benefits pursuant to the Deferred Bonus Plan vest 0% during
the first two years of participation, 25% per full year thereafter and after
five years such benefits are fully vested.

Profit Sharing Plan

Substantially all full-time employees of the Bank with one or more years of
service also participate in a defined contribution profit sharing plan.
Contributions to the profit sharing plan are made at the discretion of the Board
of Directors and the Board can terminate the plan at any time. The Bank
contributed $625,000 in 2002. Benefits pursuant to the Profit Sharing Plan vest
0% during the first four years of participation and after five years such
benefits are fully vested.

Defined Benefit Pension Plan

The amount of accrued contribution to the Bank's Defined Benefit Pension
Plan cannot readily be separately calculated at this time by the plan actuaries.
The Bank's contribution requirement for the plan in 2002 was $1,974,314 as
determined by the actuaries. The maximum annual retirement benefits, which any
of the above named individuals would be entitled to receive, as Officers of the
Bank, assuming that all applicable conditions of the plan are met, is $18,000
annually. Mr. Mettler elected to withdraw his respective vested interest the
year he reached normal retirement age 65 and is no longer a participant in the
Defined Benefit Pension Plan. Current rules permit the inclusion of a pension
plan table demonstrating benefits payable upon retirement. Since the maximum
compensation payable to any employee, including Executive Officers is $18,000
per year, a pension table has been excluded:

o there is an actuarial formula by which benefits are determined which takes
into account salary, years of service and a numerical factor; and

o the annual benefits payable upon retirement at "normal retirement age" for
each of the named executive officers, e.g., if they remain employees until
they reach age 65, the annual benefits upon retirement at normal retirement
age will be as follows: K.A. Steinwert, $6,125; R.S. Erichson, $4,125; J.R.
Olson, $18,000; D.E. Hodkin, $0. If not defined in the plan document,
"normal retirement age" is the earliest time at which a participant may
retire without any benefit reduction due to age (i.e., the age at which
benefits are not reduced because of early retirement).

Effective June 9, 2001, with the exception of employees who have reached
age 55 and who have accumulated 10 years of service (as defined in the Plan),
the Plan was amended to freeze the benefit accruals of the Plan participants.
The effect of the amendment will be to freeze the participants' monthly pension
benefit.

Money Purchase Plan

A Money Purchase Plan was established by the Bank on January 1, 2001 to
replace the defined benefit pension plan that was frozen effective June 9, 2001.
Substantially all full-time employees of the Bank participate in the Money
Purchase Plan, with the exception of employees that have reached age 55 and have
accumulated 10 years of service who continue to accrue benefits under the
Defined Benefit Pension Plan. Contributions to the Money Purchase Plan are made
according to the predetermined set of criteria set forth in the Money Purchase
Plan. The Bank contributed $522,000, for the year ended December 31, 2002.
Benefits pursuant to the Money Purchase Plan vest 0% during the first four years
of participation and after five years such benefits are fully vested.

Employment Contracts and Termination of Employment and Change in Control
Arrangements

The Bank renewed an employment agreement on December 5, 2000 with Kent A.
Steinwert, the Bank's President and Chief Executive Officer. The agreement,
which expires on December 4, 2003, is automatically renewable for additional
two-year terms unless notice is provided. The agreement provides for a minimum
base salary of $250,000 annually, annual salary increases at the discretion of
the Board of Directors based upon performance, use of a Bank-owned automobile
and certain insurance benefits. Under certain circumstances, in the event of
termination of his employment, Mr. Steinwert may be entitled to receive
severance compensation as set forth in his employment agreement up to an amount
equal to twice his annual base salary.

The Bank renewed an employment agreement on December 1, 2001 with Richard
S. Erichson, the Bank's Executive Vice President and Senior Credit Officer. The
agreement, which expires on November 30, 2004, is automatically renewable for
additional 1-year terms unless notice is provided. The agreement provides for a
minimum base salary of $178,008 annually, annual salary increases beginning in
2003 at the times that the salaries of the other executive officers of the Bank
are adjusted, use of a Bank-owned automobile and certain insurance benefits.
Under certain circumstances, in the event of termination of his employment,
particularly in connection with a change of control of the Bank, Mr. Erichson
may be entitled to receive severance compensation as set forth in his employment
agreement up to an amount equal to his annual base salary.

The Bank entered into an employment agreement on December 29, 2000 with
Deborah Hodkin, the Bank's Executive Vice President and Chief Administrative
Officer. The agreement, which expires on December 29, 2003, is automatically
renewable for additional 1-year terms unless notice is provided. The agreement
provides for a minimum base salary of $165,000 annually, annual salary increases
beginning in 2002 at the times that salaries of the other executive officers of
the Bank are adjusted, use of a Bank-owned automobile and certain insurance
benefits. Under certain circumstances, in the event of termination of her
employment, Ms. Hodkin may be entitled to receive severance compensation as set
forth in her employment agreement up to an amount equal to her annual base
salary.

The Bank entered into an employment agreement on November 1, 2001, with
Stephen A. Fleming as Executive Vice President and Head of Business Banking.
This agreement was scheduled to expire on November 1, 2004, and provided for
automatic renewals for one-year terms unless notice was provided. Mr. Fleming
will continue employment with the Bank through April 22, 2003, at which time he
will receive his present monthly salary and health insurance benefits until he
obtains another position, subject to a maximum of twelve months per the terms of
the employment agreement.

The Bank entered into an employment agreement on December 10, 2001 with
Chris C. Nelson, the Bank's Executive Vice President and Head of Retail Banking.
This agreement, which expires on December 10, 2004, is automatically renewable
for additional one-year terms unless notice is provided. The agreement provides
for a minimum base salary of $145,016 annually, annual salary increases
beginning in 2003 at the times that the salaries of the other executive officers
of the Bank are adjusted, use of a Bank-owned automobile and certain insurance
benefits. Under certain circumstances, in the event of termination of his
employment, Mr. Nelson may be entitled to receive severance compensation as set
forth in his employment agreement up to an amount equal to his annual base
salary.

The Bank entered into an agreement on February 4, 2003, with John R. Olson,
the Executive Vice President and Chief Financial Officer of the Bank, under
which he received a payment of $12,000 and he agreed to continue in such
position until April 16, 2003, at which time he will leave its employment and
become entitled to a severance benefit under which he will receive a lump sum
payment of $20,000 plus his present monthly salary and health insurance benefits
until one month after he obtains another position, subject to a maximum of
twelve months.

The Bank has not entered into any other employment agreements.

Certain Relationships and Related Transactions

Certain directors and executive officers of the Bank and the Company and
corporations and other organizations associated with them and members of their
immediate families were customers of and engaged in banking transactions,
including loans, with the Bank in the ordinary course of business in 2002. Such
loans were made on substantially the same terms, including interest rates and
collateral, as those available at the time for similar transactions with other
persons. These loans did not involve more than the normal risk of collection or
have other unfavorable features.

Compensation Committee Interlocks and Insider Participation

Messrs. Schumacher, Sanguinetti and Adams, none of whom is or has been an
officer or employee of the Company, served in 2002 as members of the Personnel
Committee. During 2002, members of the Personnel Committee had loans or other
extensions of credit outstanding from the Bank. These loans were made in the
ordinary course of business and on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons. These loans are exempt from the loan
prohibitions of the Sarbanes-Oxley Act of 2002 and did not involve more than the
normal risk of collection or have other unfavorable features.

Indemnification

The Company's Certificate of Incorporation and By-Laws provide for
indemnification of officers, directors, employees and agents to the fullest
extent permitted by Delaware law. Delaware law generally provides for the
payment of expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement reasonably incurred by the indemnitees provided such person
acted in good faith and in a manner he or she reasonably believed not to be
opposed to the best interests of the corporation and with respect to any
criminal action or proceeding if he or she had no reasonable cause to believe
his or her conduct was unlawful. However, in derivative suits, if the suit is
lost, no indemnification is permitted in respect of any claim as to which the
prospective indemnitee is adjudged to be liable for misconduct in the
performance of his or her duty to the Company and then only if, and only to the
extent that, a court of competent jurisdiction determines the prospective
indemnitee is fairly and reasonably entitled to indemnity for such expenses as
the court deems proper. Finally, no indemnification may be provided in any
action or suit in which the only liability asserted against a director is
pursuant to a statutory provision outlawing loans, dividends, and distribution
of assets under certain circumstances.

The provisions regarding indemnification may not be applicable under
certain federal banking and securities laws and regulations.

Compliance with Section 16(a) of The Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors, and persons who own more than
ten percent of a registered class of the Company's equity securities, to file
reports of ownership on Forms 3, 4 and 5 with the Securities and Exchange
Commission. Officers, directors and greater than ten percent stockholders are
required by regulation to furnish the Company with copies of all Forms 3, 4 and
5 they file. Based solely on the Company's review of the copies of such forms it
has received, the Company believes that all of its officers, directors and
greater than ten percent beneficial owners complied with all filing requirements
applicable to them with respect to transactions during 2002.

Performance Graph

The following graph compares the yearly percentage change in the Company's
cumulative total shareholder return on common stock with (i) the cumulative
total return of the American Stock Exchange market index, and (ii) a published
index compiled by Media General Financial Services, Inc. of banks and bank
holding companies throughout the United States (the industry group line depicted
below). The following comparison covers the period December 31, 1997 to December
31, 2002. The graph assumes an initial investment of $100 on December 31, 1997
and reinvestment of dividends. The stock price performance set forth in the
following graph is not necessarily indicative of future price performance.

This graph shall not be deemed filed or incorporated by reference into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent that we specifically incorporate this graph by
reference.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

[GRAPHIC OMITTED]

* Prior to April 30, 1999, Farmers and Merchants Bank of Central California.

Security Ownership of Certain Beneficial Owners and Management

To the knowledge of the Company, as of the record date, no person or entity
was the beneficial owner of more than five percent (5%) of the outstanding
shares of the Company's common stock except as set forth below and in the
following tables. For the purpose of this disclosure and the disclosure of
ownership shares by management, shares are considered to be "beneficially" owned
if the person has or shares the power to vote or direct the voting of the
shares, the power to dispose of or direct the disposition of the shares, or the
right to acquire beneficial ownership (as so defined) within 60 days of the
record date.

Name and Address Amount and Nature of Percent
Title of Class of Beneficial Owner Beneficial Ownership (1) of Class
- -------------- ------------------- -------------------- --------

Common Stock Sheila M. Wishek 48,210 6.58%
2200 Polk St.
San Francisco, CA 94109
Common Stock C.A. Wishek, Jr. 43,368 5.92%
P.O. Box 906
Lodi, CA 95241
Common Stock Bruce Mettler 38,822 5.30%
17901 N. Cherry Road
Lodi, CA 95240
Common Stock Joan Rider 37,138 5.07%
26 Corrala Vista Drive
Watsonville, CA, 95076
- ----------------------
(1) Shares are beneficially owned, directly and indirectly, together with
spouses, and unless otherwise indicated, holders share voting power with
their spouses.

The following table shows the number of common shares and the percentage of
the total shares of common stock of the Company beneficially owned (as
previously discussed) by each of the current directors, by each of the nominees
for election to the office of director, by the Chief Executive Officer and the
four other most highly compensated executive officers of the Bank and by all
directors and executive officers of the Company and of the Bank as a group as of
the record date.

Amount of Common Stock
Owned and Nature of Percent
Name and Address of Beneficial Owner (1) Beneficial Ownership (2) of Class
- ---------------------------------------- ------------------------ --------

Stewart C. Adams, Jr. 1,519 *
Ralph Burlington 2,466 *
Edward Corum, Jr. - *
Richard S. Erichson 779 *
Stephen A. Fleming - *
Deborah Hodkin 11 *
Robert F. Hunnell 1,530 *
Ole R. Mettler 23,722 3.24%
John R. Olson - *
James R. Podesta 913 *
Kevin Sanguinetti 1,001 *
Harry C. Schumacher 4,706 *
Kent A. Steinwert 3,735 *
Calvin (Kelly) Suess 712 *
Carl A. Wishek, Jr. 43,368 5.92 %

All directors and executive officers
as a group (16 persons) 84,504 11.53 %
- -------------------
* Indicates less than 1%.
(1) Unless otherwise indicated, the business address for each of the persons
listed in the table is 111 West Pine Street, Lodi, CA, 95240-2184.
(2) Shares are beneficially owned, directly and indirectly, together with
spouses, and, unless otherwise indicated, holders share voting power with
their spouses.

PROPOSAL 2

RATIFICATION OF AUDITORS

At the meeting a vote will be taken on a proposal to ratify the appointment
of PricewaterhouseCoopers LLP, by the Board of Directors, to act as independent
auditors of the Company for the year ending December 31, 2003.
PricewaterhouseCoopers LLP are independent accountants. Representatives of
PricewaterhouseCoopers LLP are not expected to be present at the meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR THE
YEAR ENDING DECEMBER 31, 2003.

STOCKHOLDER PROPOSALS FOR 2004 PROXY STATEMENT

Under the Rules of the Securities and Exchange Commission, if a stockholder
intends to include a proposal in the Company's Proxy Statement and form of proxy
for presentation at the Company's 2004 Annual Meeting of Stockholders, the
proposal must be received by the Company at its principal executive offices by
November 22, 2003.

In addition to these advance notice requirements, there are other
requirements that a stockholder must meet in order to have a proposal included
in the Company's Proxy Statement under the rules of the Securities and Exchange
Commission.

In addition, Article III, Section 3.4 of the By-Laws of the Company
provides a procedure for nomination for election of members of the Board of
Directors of the Company. Nominations for election to the Board of Directors may
be made by the Board of Directors or by any holder of any outstanding class of
capital stock of the Company entitled to vote for the election of directors.
Nominations, other than those made by the Board of Directors, shall be made by
notification in writing delivered or mailed to the President of the Company not
less than thirty (30) days or more than sixty (60) days prior to any meeting of
stockholders called for election of directors, provided, however, that if less
than twenty-one (21) days notice of the meeting is given to stockholders, such
nomination shall be mailed or delivered to the President of the Company not
later than the close of business on the seventh (7th) day following the day on
which the notice of meeting was mailed. If the Company's 2004 Annual Meeting of
Stockholders is held on the third Monday of April (as it will be in 2003), any
stockholder nomination, to be timely, must be received by the Company not later
than March 20, 2004 and not earlier than February 19, 2004. Notification must
contain certain information as to each proposed nominee and as to each person
acting alone or in conjunction with one or more persons, in making such
nomination or in organizing, directing or financing such nomination. If the
Chairman of the meeting acknowledges the nomination of a person not made in
accordance with the foregoing procedures, the persons named as proxies in the
proxy materials relating to the meeting will use their discretion in voting the
proxies when the nomination is made at the meeting. A copy of the By-Laws of the
Company can be obtained by written request to the Secretary of the Company,
Deborah Hodkin, 111 West Pine Street, Lodi, CA 95240-2184.

Pursuant to Article II, Section 2.6 of the Company's By-Laws, in order for
other business to be properly brought before a meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Company and must have been a stockholder of record at the time such notice
is given. To be timely, a stockholder's notice shall be delivered to or mailed
(by United States registered mail, return receipt requested) and received at the
principal executive offices of the Company not less than seventy (70) days nor
more than ninety (90) days prior to the first anniversary date of the preceding
year's annual meeting; provided, however, that in the event that the date of the
annual meeting is advanced by more than twenty (20) days, or delayed by more
than seventy (70) days, from such anniversary date, notice by a stockholder to
be timely must be so delivered or mailed (by U.S. registered mail, return
receipt requested) and received not earlier than the ninetieth (90th) day prior
to such annual meeting and not later than the close of business on the later of
the seventieth (70th) day prior to such annual meeting or the tenth (10th) day
following the day on which public announcement of the date of such meeting is
first made. Notice of any stockholder proposal by a stockholder to properly
bring business before the 2004 annual meeting, to be timely, must be received by
the Company no later than February 9, 2004, and no earlier than January 20,
2004. Such stockholder's notice to the Secretary must contain certain additional
information, which is more particularly described in Article II, Section 2.6 of
the Company's By-Laws. No business shall be conducted at an annual meeting of
stockholders unless proposed in accordance with the foregoing procedures. The
Chairman of the meeting shall, if the factors warrant, determine and declare to
the meeting that business was not properly brought before the meeting in
accordance with the foregoing procedure and such business shall not be
transacted.

ANNUAL REPORT

Together with this proxy statement, Farmers & Merchants Bancorp has
distributed to each of its stockholders an annual report for the year ended
December 31, 2002. The annual report contains the consolidated financial
statements of the Company and the Bank and the report thereon of
PricewaterhouseCoopers LLP, the Company's independent public accountants.

Upon written request by any person entitled to vote at the meeting,
addressed to Deborah Hodkin, Secretary of the Company, at 111 West Pine Street,
Lodi, CA 95240-2184, we will provide, without charge, a copy of the Company's
2002 Annual Report on Form 10-K, including the financial statements and the
schedules thereto filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934.

OTHER MATTERS

The management of the Company is not aware of any other matters to be
presented for consideration at the meeting or any adjournments or postponements
thereof. If any other matters should properly come before the meeting, it is
intended that the persons named in the enclosed proxy will vote the shares
represented thereby in accordance with their best business judgment, pursuant to
the discretionary authority granted therein.

BY ORDER OF THE BOARD OF DIRECTORS

/s/Deborah Hodkin
Deborah Hodkin
Secretary

Exhibit A

- -------------------------------------------------------------------------------
Audit Committee Charter
- -------------------------------------------------------------------------------

This Audit Committee Charter provides general guidelines for members of the
Audit Committee (the "Committee") of the Board of Directors of Farmers &
Merchants Bank of Central California (the "Bank"). These guidelines will assist
the Committee in its efforts to ensure ongoing adequacy of the Bank's internal
audit system as recommended by section 132 of the Federal Deposit Insurance
Corporation Improvement Act of 1991 (FDICIA), the rules and regulations of the
Securities and Exchange Commission and the AICPA's Auditing Standards Board. The
Audit Committee of the Board of Directors of the Bank shall also serve to
discharge the functions and responsibilities of the Audit Committee of the Board
of Directors of the Company, as described hereinafter.

COMMITTEE MEMBERSHIP

The Committee shall be composed of at least three outside Directors of the
Board who are independent of management of the Bank and the Company. The Board
shall annually determine whether members are "independent" of management of the
Bank and the Company as such term is defined by Rule 4200(a)(14) of the NASD's
current listing standards. At least one member of the Committee shall have
accounting or financial management expertise.

COMMITTEE MEETINGS

The Committee shall meet at least bi-monthly to review all recent audit
reports (including reports by internal auditors, independent public accountants,
and/or regulatory agencies). Management reports shall also be reviewed as they
relate to audit findings. The Committee shall maintain and report to the Boards
of the Company and the Bank, the minutes and other relevant records of their
meetings and decisions.

AUDIT SYSTEM

The Committee shall approve an internal audit system, which provides for:

O AUDIT PROGRAMS. These items will be annually presented by the internal
auditor:

>> Scope and frequency of the audit work

>> Documentation of the work performed

>> Conclusions reached and reports issued

O PROGRAM EFFECTIVENESS. Audit reports and responses thereto shall be
presented to determine if controls are effective and if appropriate
corrective action has been taken.

O AUDIT ARRANGEMENTS. The independent auditor, operations auditor and credit
examination vendors are ultimately accountable to the Board of Directors
and Audit Committee. It is management's responsibility to evaluate and
recommend vendor selection and replacement. It is the Committee's
responsibility to review management's recommendation and recommend approval
to the Board of Directors. It is the Board's responsibility to approve and
replace the independent auditor, if deemed appropriate or necessary. The
Committee shall preapprove all non-audit engagements of the independent
auditor. The Committee shall review the report by the independent auditor
which is required by Section 10A of the Securities Exchange Act of 1934.
The following information shall be presented to the Committee with
management's recommendations at least annually:

>> Written Agreement. Annual written contract or engagement letter.
>> Vendor Competence. A resume and references for each individual
responsible for maintaining the audit relationship.
>> Vendor Independence. A formal written statement of independence.

FINANCIAL REPORTING

The Committee shall:

>> Review the Company's Forms 10-Q and 10-K prior to presentation to the Board
and filing with the Securities and Exchange Commission and recommend
inclusion of the Company's financial statements therein.

>> Report to the Board that its members have reviewed the Forms 10-Q and 10-K,
and whether anything came to the attention of the Committee members which
caused them to believe that the financial statements included therein
contain any materially misleading statements or omit any material
information.

>> The Committee shall review and discuss with management, the internal
auditor and the independent auditor the matters relating to the conduct of
the audit required to be discussed by SAS Nos. 61 and 90 (Communications
with Audit Committees).

>> Ensure that a copy of this Charter is disclosed in the Company's Proxy
Statement at least every three years.