Code of Conduct

This policy excerpt provides certain provisions of the Code of Conduct for employees of Farmers & Merchants Bank of Central California and Farmers & Merchants Bancorp, hereafter collectively referred to as "the Company", as required by Section 406 of the Sarbanes-Oxley Act of 2002.

FINANCIAL DISCLOSURE, INSIDER TRADING, AND EXECUTIVE CONDUCT

1. All disclosures made by employees in public communications and reports or documents filed or submitted to the Securities Exchange Commission must be full, fair, accurate, timely and understandable.

2. In accordance with SEC regulations, Farmers & Merchants Bancorp's principal executive officer, principal performing financial officer, principal accounting officer or controller, and/or persons performing similar functions are required to perform their duties in a manner consistent with commonly accepted principles of business ethics which promote compliance with applicable laws, statutes, regulations and rulings.

3. Designated employees covered by the Insider Trading Policy are prohibited from trading in the Farmers & Merchants Bancorp's stock while in possession of material, non-public information and during certain periods of time designated as "blackout periods"

OUTSIDE BUSINESS ACTIVITIES & AFFILIATIONS

1. Employees must not make statements or create the impression that their outside employment or outside activities are supported by the Company.

2. All employees have a duty of loyalty to the Company and should act accordingly.

3. Employees must refrain from dealing with competitors in a manner which would violate anti-trust requirements and must not use any materials in violation of copyright and trademark protection laws.

4. Employees presented with a business opportunity related to their employment with the Company have a duty to determine whether that opportunity would or could be advantageous to the Company and present that opportunity to the Company.

5. Employees are prohibited from using their position with the Company to take advantage of business opportunities from customers or potential customers which are not generally available to other persons or are made available to the employee because of the employee's position with the Company.

REPORTING VIOLATIONS

Employees have a duty to promptly report violations of this Code, any crime, suspected crime, or unexplained losses to the Company's Director of Human Resources and the Company's Compliance Officer. 

Remedies and penalties for violations of this code will be determined by the Board of Directors as the nature and circumstances of the violations warrant and as appropriate.