CHANGE IN CONTROL AGREEMENT - BARBARA J. BRITENRIKER

<PAGE>

EXHIBIT 10.2

FARMERS & MERCHANTS STATE BANK, INC.

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

Barbara J. Britenriker ("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

1

<PAGE>

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.

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

2

<PAGE>

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).

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

3

<PAGE>

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.

SECTION