CONSULTING
      AGREEMENT

    


    This
      Agreement (“Agreement”) is entered into as of the 10th day of July, 2006, by and
      between City Central Bancorp, Inc. (“Company”), a corporation organized under
      the laws of the State of Michigan, and Richard E. Bauer, an adult individual
      residing in the State of Michigan (“Consultant”).

    


    The
      parties hereto agree as follows:

    


    1. Engagement.
      The
      Company hereby engages the Consultant, and the Consultant hereby agrees to
      render, at the request of the Company, independent advisory and consulting
      services for the Company in connection with the formation or acquisition of
      a
      proposed new bank charter (“Bank”), upon the terms and conditions hereinafter
      set forth. 

     

    2. Term.
      The
      term
      of this Agreement shall be effective as of the day after the Company receives
      its Charter from the State of Michigan and approval of its application for
      FDIC
      insurance, and shall terminate on the earlier of (i) March 31, 2007; (ii) the
      date on which the Bank opens for business; (iii) the date on which the Company
      advises the Consultant that it has abandoned its effort to obtain a charter
      for
      the Bank; (iv) the date on which the Consultant receives written notice from
      the
      Company that it is terminating this Agreement “for cause” as hereafter defined;
      or (v) the death or disability of the Consultant (as used herein, the disability
      of the Consultant shall be deemed to have occurred when he has been unable
      to
      perform his services under this Agreement for a period of forty-five (45)
      consecutive days or the Consultant has made any claim under any disability
      insurance policy). As used herein, “for cause” shall be defined as follows: (a)
      the Consultant’s failure to use reasonable good faith efforts to perform the
      services requested by the Company under this Agreement (which failure is not
      cured within ten (10) days following written notice to the Consultant); (b)
      the
      Consultant’s willful misconduct or gross negligence in the performance of his
      services hereunder; (c) the Consultant’s conviction of a crime or involvement in
      any conduct which could, in the judgment of the Company, adversely impact on
      the
      reputation of the Company or the Bank or the prospects of the Bank receiving
      regulatory approval; or (d) receipt by the Company of any notification from
      the
      Federal Deposit Insurance Corporation (“FDIC”) or the Michigan Office
      of
      Financial and Insurance Services
      (“State”) indicating that the Consultant would not be an acceptable candidate to
      be Chief Financial Officer or Chief Operating Officer of the Bank.

    


    3. Compensation.
      During
      the term of this Agreement, as compensation for all services rendered by the
      Consultant under this Agreement, the Company shall pay the Consultant the
      following amounts:

    


    (a) Consulting
      Fee.
      The
      Company shall pay the consultant the sum of nine thousand one hundred sixty
      six
      dollars and sixty seven cents ($9,166.67) per month (prorated for any partial
      month), which shall be paid in arrears in two installments of four thousand
      five
      hundred eighty three dollars and thirty three cents ($4,583.33) each on the
      15th
      and
      30th
      day of
      each calendar month. 

    


    (b) Medical
      Benefits.
      The
      Company shall reimburse the Consultant, not less frequently than monthly, upon
      presentment of appropriate documentation, the amount paid by the Consultant
      to
      continue, without interruption, family medical benefits coverages under COBRA,
      up to $1,200 per month. In addition, in the event that the Consultant’s COBRA
      continuation health insurance expires, the Company shall reimburse the
      Consultant, not less frequently than monthly, upon presentment of appropriate
      documentation, the amount paid by the Consultant to continue, without
      interruption, family medical benefits of similar nature to those continued
      under
      COBRA coverage, up to $1,200 per month. In each case, family medical benefits
      shall extend to the spouse of the Consultant, dependent children under the
      age
      of nineteen who live at home and dependent children under the age of twenty-two
      who are full-time students at an accredited college or university. 

    


    
      
         

      

      
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    (c) Deductions.
      All such
      compensation shall be payable without deduction for federal income, social
      security, or state income taxes or any other amounts.

    


    (d) Deferred
      Compensation.
      Unless
      this Agreement has been terminated or the term has ended pursuant to Paragraph
      2
      hereof,
      the Company shall cause the Bank, subject to and upon the Bank’s opening for
      business to the public, to pay, in one lump sum, not later than thirty (30)
      days
      following its opening for business an amount equal to $5,000.00.

    


    (e) Severance. If
      this
      Agreement shall be terminated by the Company for any reason other than “for
      cause”, Consultant will be entitled to receive a lump sum payment, payable
      within thirty (30) days from the date of termination, of not less than the
      consulting fee that would have been due to Consultant had he remained employed
      for three (3) months following termination.

     

    4. Duties.
      The
      Consultant shall render services conscientiously and shall devote his full
      time,
      attention, efforts and abilities to the organizational activities of the Company
      and the Bank, including without limitation obtaining regulatory approvals,
      site
      development activities, personnel matters and capital raising activities, at
      such times during the term hereof and in such manner as reasonably requested
      by
      the Company, and performed at such places and at such times as are reasonably
      convenient to the Company and the Consultant. The Consultant shall observe
      all
      policies and directives promulgated from time to time by the Company’s board of
      directors.
      The
      Company will supply the Consultant with office, computer, and such other
      supplies and materials as the Company deems reasonably necessary for Consultant
      to comply with his duties under this Paragraph 4.

    


    5. Expenses.
      The
      Consultant shall be reimbursed by the Company for all reasonable business
      expenses paid by the Consultant during the performance of his services
      hereunder; provided however, that any such reimbursement in excess of $250
      in
      any month shall require the prior written approval of the Company’s board of
      directors or its designee. The Company’s obligation to reimburse the Consultant
      pursuant to this paragraph shall be subject to the presentation to the Company’s
      board of directors or its designee by the Consultant of an itemized account
      of
      such expenditures, together with supporting vouchers, in accordance with any
      policies of the Company in effect from time to time.

    


    6. Independent
      Contractor.
      It is
      expressly agreed that Consultant is acting as an independent contractor in
      performing services hereunder. The Company shall have no obligation to carry
      worker’s compensation insurance or any health or accident insurance to cover
      Consultant. The Company shall have no obligation to pay any contributions to
      social security, unemployment insurance, federal or state withholding taxes,
      nor
      to provide any other contributions or benefits which might be expected in an
      employer-employee relationship.

     

    7. Covenant
      Not to Compete.
      The
      Consultant hereby acknowledges and recognizes the highly competitive nature
      of
      the Bank’s business and accordingly agrees that, during and for the period
      commencing with the date hereof and ending on the later of (i) December 31,
      2006
      or (ii) the termination by the Company of this Agreement for any reason other
      than “for cause,” the Consultant will not, except as provided in Paragraph
4
      hereof,
      directly or indirectly:

    


    (a) engage
      in
      any business activity related to the business of banking or financial services,
      or the formation of any entity for the purpose of engaging in such a business
      (other than on behalf of the Company to the extent that the Consultant is then
      in the employ of or consulting for the Company), whether such engagement is
      as
      an officer, director, proprietor, employee, partner, member, investor (other
      than as a passive investor in less than one percent (1%) of the outstanding
      capital stock of a publicly traded corporation), consultant, advisor, agent
      or
      other participant in another business,

    


    
      
         

      

      
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    (b) assist
      others in engaging in any of the business activities prohibited to the
      Consultant under clause (a) above, or

    


    (c) induce
      employees or consultants of the Company or any proposed employees of the Bank
      to
      engage in any activities hereby prohibited to the Consultant or to terminate
      their employment (prospective or otherwise).

    


    The
      term
      of this restriction shall be extended for a period of time equal to any period
      of time during which the Consultant violates or fails to observe the provisions
      of this paragraph.

     

    8. No
      Disclosure of Confidential Information.
      The
      Consultant acknowledges that the Company’s trade secrets and private processes,
      as they may exist from time to time, and confidential information concerning
      the
      formation and development of the Bank, the Bank’s planned products, technical
      information regarding the Bank, and data concerning potential customers of
      and
      investors in the Bank are valuable, special, and unique assets to which the
      Company and the Bank have an interest, access to and knowledge of which assets
      are essential to the performance of the Consultant’s duties under this
      Agreement. In light of the highly competitive nature of the industry in which
      the business of the Company and Bank is conducted, the Consultant further agrees
      that all knowledge and information described in the preceding sentence not
      in
      the public domain and heretofore or in the future obtained by the Consultant
      as
      a result of his engagement by the Company shall be considered confidential
      information. In recognition of this fact, the Consultant agrees that the
      Consultant will not, during or after the term of this Agreement, disclose any
      of
      such secrets, processes, or information to any person or other entity for any
      reason or purpose whatsoever, except as necessary in the performance of the
      Consultant’s duties as a consultant to the Company and then only upon a written
      confidentiality agreement in such form and content as requested by the Company
      from time to time, nor shall Consultant make use of any of such secrets,
      processes or information for Consultant’s own purposes or for the benefit of any
      person or other entity (except the Company and its subsidiaries, if any) under
      any circumstances during or after the term of this Agreement.

     

    9. Return
      of Property.
      Consultant acknowledges that all memoranda, notes, records, reports, manuals,
      books, papers, letters, client and customer lists, contracts, software programs,
      information and records, drafts of instructions, guides and manuals, and other
      documentation (whether in draft or final form), and other sales or financial
      information and aids relating to the Company’s or Bank’s business, and any and
      all other documents containing confidential information furnished to Consultant
      by any representative of the Company or otherwise acquired or developed by
      Consultant in connection with his duties under this Agreement (collectively,
      “Recipient Materials”) shall at all times be the property of the Company or the
      Bank, as applicable. Within three calendar days of the termination of this
      Agreement, Consultant shall return to the Company or Bank, as applicable, any
      Recipient Materials which are in his possession, custody or
      control.

    


    10. Remedies.
      In the
      event that Consultant violates any of the provisions set forth in Paragraphs
      7,
      8,
      or
9
      of this
      Agreement, Consultant acknowledges that the Company and Bank would suffer
      immediate and irreparable harm and would not have an adequate remedy at law
      for
      money damages in the event that any of the covenants were not performed in
      accordance with their terms or otherwise were materially breached. Accordingly,
      Consultant agrees that, without the necessity of proving actual damages or
      posting bond or other security, the Company or Bank shall be entitled to
      temporary or permanent injunction or injunctions to prevent breaches of such
      performance and to specific enforcement of such covenants in addition to any
      other remedy to which the Company or Bank may be entitled, at law or in equity.
      In such a situation, the parties agree that the Company or Bank may pursue
      any
      remedy available, including declaratory relief, concurrently or consecutively
      in
      any order as to any breach, violation, or threatened breach or violation of
      Paragraphs 7,
      8,
      or
9
      of this
      Agreement, and the pursuit of any particular remedy or remedies shall not be
      deemed an election of remedies or waiver of the right to pursue any other
      remedy.

    


    
      
         

      

      
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    11. Assignment.
      Consultant’s
      obligations under this Agreement are personal in nature and may not be assigned
      by Consultant, this Agreement being entered into in reliance upon and in
      consideration of the personal skill and qualifications of Consultant. Any
      attempted assignment or transfer by Consultant of his obligations hereunder
      shall be void.

    


    12. Modification.
      This
      Agreement may be modified by the parties hereto only by a written supplemental
      agreement executed by both parties.

    


    13. Notice.
      All
      notices and other communications required or permitted to be given or delivered
      hereunder or by reason of the provisions of this Agreement shall be in writing
      and shall be deemed to have been properly given if (a) delivered personally,
      (b)
      delivered by a recognized overnight courier service, (c) sent by United States
      mail, or (d) sent by facsimile transmission followed by a confirmation copy
      delivered by recognized overnight courier service the next day. Such notices,
      requests, consents and other communications shall be sent to the respective
      parties as follows (or at such other address for a party as shall be specified
      by like notice to the other party):

    


    If
      to
      Company:

     

    City
      Central Bancorp, Inc.

    P.O.
      Box
      250428

    West
      Bloomfield, Michigan 48325-0428

    Attention:
      President & CEO

    


    If
      to
      Consultant:

    


    Richard
      E. Bauer

    32810
      Hearthstone

    Farmington
      Hills, Michigan 48334

    


    Any
      notice or other communication given pursuant to this Agreement shall be
      effective (i) in the case of personal delivery, telex or facsimile transmission,
      when received; (ii) in the case of mail, upon the earlier of actual receipt
      or
      five (5) business days after deposit with the United States Postal Service,
      first class certified or registered mail, postage prepaid, return receipt
      requested; and (iii) in the case of a recognized overnight courier service,
      one
      (1) business day after delivery to the courier service together with all
      appropriate fees or charges and instructions for overnight
      delivery.

    


    14. Waiver
      of Breach.
      The
      waiver by either party of any breach of any provision of this Agreement shall
      not operate or be construed as a waiver of any subsequent breach.

    


    15. Entire
      Agreement.
      The
      parties acknowledge and agree that this Agreement constitutes the complete
      and
      entire agreement between the parties; that each executed this Agreement based
      upon the express terms and provisions set forth herein; that, in accepting
      this
      consulting arrangement, Consultant has not relied on any representations, oral
      or written, which are not set forth in this Agreement; that no previous
      agreement, either oral or written, shall have any effect on the terms or
      provisions of this Agreement; and that all previous agreements, either oral
      or
      written, are expressly superseded and revoked by this Agreement.

    


    
      
         

      

      
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    16. Successors,
      Binding Agreement.
      Subject
      to the restrictions on assignment contained herein, this Agreement shall inure
      to the benefit, and be enforceable by, the parties and their respective
      successors and assigns.

    


    17. Regulatory
      Condition.
      This
      Agreement shall be enforceable, except to the extent otherwise prohibited by
      regulatory agencies with jurisdiction over the Company and the
      Bank.

    


    18. Validity.
      If any
      term or other provision of this Agreement is held to be illegal, invalid or
      unenforceable by any rule of law or public policy, (A) such term or provision
      shall be fully severable and this Agreement shall be construed and enforced
      as
      if such illegal, invalid or unenforceable provision were not a part hereof;
      (B)
      the remaining provisions of this Agreement shall remain in full force and effect
      and shall not be affected by such illegal, invalid or unenforceable provision
      or
      by its severance from this Agreement; and (C) there shall be added automatically
      as a part of this Agreement a provision as similar in terms to such illegal,
      invalid or unenforceable provision as may be possible and still be legal, valid
      and enforceable.
      If any
      provision of this Agreement is so broad as to be unenforceable, the provision
      shall be interpreted to be only as broad as is enforceable.

    


    19. Applicable
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Michigan, without regard to the laws that might otherwise govern under
      applicable principles of conflicts of laws.

    


    20. Headings.
      The
      headings contained in this Agreement are for convenience of reference only
      and
      shall not affect in any way the meaning or interpretation of this
      Agreement.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first set forth above.

    


     

    


    
      	 	CONSULTANT
	 	 
	 	 
	 	/s/
              Richard E. Bauer
	 	Richard E. Bauer
	 	 
	 	 
	 	CITY CENTRAL BANCORP,
              INC.
	 	 
	 	 
	 	By:
              /s/
              Satish Jasti
	 	
              Satish
                Jasti

            
	 	Its:  President
              & CEO
	 	 


    

        

     

     

    
      
         

      

      
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