EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    This
      EXECUTIVE
      EMPLOYMENT AGREEMENT
      (“Agreement”) is made and entered into as of this 10th day of July, 2006, by and
      between CITY
      CENTRAL BANCORP, INC.,
      a
      Michigan corporation (hereafter the “Company”) and
      Richard E. Bauer,
      a
      resident of Farmington Hills, Michigan (hereafter the “Executive”).

    


    WHEREAS,
      the
      Executive has considerable experience, expertise and training in management
      related to banking and services offered by the Company and to be offered through
      City Central Bank, a proposed subsidiary bank of the Company (“Bank”);


    


    WHEREAS,
      the
      Company desires and intends to cause the Executive to be employed as Chief
      Financial Officer & Chief Operations Officer of the Bank and the Company and
      hold the title of Executive Vice President pursuant to the terms and conditions
      set forth in this Agreement; and

    


    WHEREAS,
      both
      the Company and the Executive have read and understood the terms and provisions
      set forth in this Agreement, and have been afforded a reasonable opportunity
      to
      review this Agreement with their respective legal counsel.

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual promises and covenants set forth in this Agreement,
      the Executive and the Company agree as follows:

    


    DURATION

    


    1. This
      Agreement shall continue in full force and effect for a period beginning on
      the
      date the Bank opens for business (“Opening Date”) and will expire and terminate
      by its own terms on the Expiration Date, which is the later of August 30, 2009
      or as of a date three (3) years after the Opening Date unless either party
      elects to terminate this Agreement prior to the Expiration Date, in accordance
      with the TERMINATION
      provisions
      set forth below.

    


    2. Both
      the
      Company and the Executive acknowledge and agree that, subsequent to the
      Expiration Date, the parties may agree to continue the employment relationship
      upon such terms as they may mutually agree. Following the initial term, this
      Agreement shall automatically renew annually for an additional one (1) year
      term
      unless either party elects to terminate the Agreement by sending written notice
      of non-renewal at least thirty (30) days prior to the expiration of the then
      current term. Both parties acknowledge and agree that, in the event that the
      Agreement does not renew, this Agreement shall automatically terminate upon
      the
      expiration of the then current term without any additional liability or
      obligation on the part of either party, except as expressly provided
      herein.

    


    COMPENSATION

    


    3. All
      payments of salary and other compensation to the Executive shall be payable
      in
      accordance with the Company’s or Bank’s ordinary payroll and other policies and
      procedures.

    


    
      
         

      

      
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    a. For
      the
      first year after the Opening Date, the Executive will receive a salary of
      $110,000.00, payable on a semi-monthly basis in equal amounts of $4,583.33,
      and
      appropriately prorated for partial months at the commencement and end of the
      term of the Agreement.

    


    b. During
      the remaining term of this Agreement, the Executive’s annual salary shall be
      reviewed by the Company’s Board of Directors as of the 31st
      day of
      December of each subsequent year, as provided in Paragraph 6
      of this
      Agreement.

    


    c. During
      the term of this Agreement, it is anticipated that a disinterested majority
      of
      the Board of Directors of the Company will consider the adoption of an executive
      discretionary bonus plan. The Board will have the sole discretion whether to
      adopt such a bonus plan and, if so, when bonuses will be paid
      thereunder.

    


    d. At
      conclusion of the initial stock offering of the Company, the Company shall
      grant
      to the Executive a number of options exercisable within ten (10) years from
      the
      date of the grant of such options. Such options, upon the grant of the options,
      will enable the Executive to purchase a number of shares of Company common
      stock
      equal to one percent (1%) of the total number of shares of common stock issued
      in the initial stock offering. The exercise price for the stock options to
      be
      received by the Executive shall be equal to the offering price of the Company
      common stock in its initial offering. The terms of the Company’s stock option
      plan shall control in the event of any conflict with the terms of this
      Agreement. The options shall be evidenced by a stock option agreement, which
      shall have terms as are consistent with those set forth above and such
      additional terms as may be set forth in the stock option agreement or the stock
      option plan pursuant to which the options are granted. To the maximum extent
      permitted by law, the options will be treated as incentive stock
      options.

    


    Both
      the
      Company and the Executive acknowledge that such compensation and the other
      covenants and agreements of the Company contained herein are fair and adequate
      compensation for the Executive’s services, and for the mutual promises described
      below.

    


    e. Executive
      shall be also be entitled to participate in any benefit programs applicable
      to
      all employees of the Company or Bank, as applicable, or to executive employees
      of the Company or Bank in accordance with Company or Bank policy and the
      provisions of said programs. Such benefits may include employee and dependent
      health and dental insurance, disability insurance with coverage equal to the
      Executive’s current salary at the time of any disability, and profit sharing and
      other retirement plans. 

    


    f. The
      Company or Bank shall also provide the Executive with a salary continuation
      plan, with such terms as are approved by the Board of Directors of the Bank
      or
      the Company, as the case might be. The Company shall also permit Executive
      to
      participate in a 401K plan once such plan is established by the Company or
      the
      Bank.

    


    g. The
      Executive is eligible for an annual bonus in an amount to be determined based
      on
      performance goals established annually by the Chief Executive Officer and the
      Board of Directors; provided, however that the Executive shall only be eligible
      for the annual bonus if the Bank’s Composite CAMELS rating is 1 or 2 from the
      applicable bonus year. 

     

    
      
         

      

      
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    4. The
      Company shall reimburse the Executive for all reasonable expenses, including,
      but not limited to, travel expenses, lodging expenses, meals and entertainment
      expenses, cell phone and trade association memberships; provided, however,
      that
      the Executive shall be required to submit receipts or other acceptable
      documentation to the Cashier or other appropriate bank officer to verify such
      expenses prior to any reimbursements.

     

    5. Subject
      to the provisions of Paragraph 7
      of this
      Agreement, Executive shall be entitled to four (4) weeks of paid vacation per
      twelve month period on a non-cumulative basis. In addition, in the event that
      neither the Company nor the Bank has a health insurance plan as of the Opening
      Date, the Company shall reimburse the Executive, not less frequently than
      monthly, upon presentment of appropriate documentation, the amount paid by
      the
      Executive to continue, without interruption, family medical benefits under
      COBRA, up to $1,200 per month. In the event that neither the Company nor the
      Bank has a health insurance plan prior to the time that Executive’s COBRA
      continuation health insurance expires, the Company shall reimburse the
      Executive, not less frequently than monthly, upon presentment of appropriate
      documentation, the amount paid by the Executive 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 Executive, 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. 

     

    6. During
      the term of this Agreement, Executive’s compensation will be subject to an
      annual review consistent with safe and sound banking practices and in the
      discretion of the Board of Directors of the Company but, in no event, will
      the
      Executive’s salary and vacation be less than the amounts set forth in
      Paragraphs 3,
      4,
      and
5
      at any
      time during the term of this Agreement.

     

    7. All
      employee benefits provided to the Executive by the Company or Bank incident
      to
      the Executive’s employment shall be governed by the applicable plan documents,
      summary plan descriptions or employment policies, and may be modified, suspended
      or revoked at any time, in accordance with the terms and provisions of the
      applicable documents. 

    


    8. The
      Company shall have the right to deduct from any payment of compensation to
      Executive hereunder any federal, state or local taxes required by law to be
      withheld with respect to such payments and any other amounts specifically
      authorized to be withheld or deducted by Executive.

    


    RESPONSIBILITIES

    


    9. The
      Executive shall be employed as Chief Financial Officer & Chief Operations
      Officer of the Bank and the Company and will hold the title of Executive Vice
      President. The Executive covenants and agrees that he will faithfully devote
      his
      best efforts and his primary focus to his positions with the Bank and the
      Company and their respective subsidiaries. 

    


    
      
         

      

      
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    10. The
      Executive acknowledges and agrees that the duties and responsibilities of the
      Executive required by his position as Chief Financial Officer & Chief
      Operations Officer of the Bank and the Company are wholly within the discretion
      of the Chief Executive Officer, and may be modified, or new duties and
      responsibilities imposed by the Chief Executive Officer, at any time, without
      the approval or consent of the Executive. However, these new duties and
      responsibilities may not constitute immoral or unlawful acts. In addition,
      the
      new duties and responsibilities must be consistent with the Executive’s role as
      Chief Financial Officer & Chief Operations Officer of a financial
      institution.

    


    11. The
      Executive acknowledges and agrees that, during the term of this Agreement,
      he
      has a fiduciary duty of loyalty to the Company and the Bank, and that he will
      not engage in any activity during the term of this Agreement, which will or
      could, in any significant way, harm the business, business interests, or
      reputation of the Company or the Bank.

    


    NONCOMPETITION

    


    


    12. The
      Executive acknowledges and agrees that he will not, at any time during the
      existence of the employment relationship between the Company or the Bank,
      directly or indirectly engage in competition with the Company or the Bank,
      and
      the Executive will not on his own behalf, or as another’s agent, employee,
      partner, shareholder or otherwise, engage, in any of the same or similar duties
      and/or responsibilities required by the Executive’s positions with the Company
      and the Bank, other than as an employee of the Company or the Bank pursuant
      to
      this Agreement, or as specifically approved by the Board of
      Directors.
      In
      addition, without the prior written consent of the Board of Directors, Executive
      shall not usurp for himself any corporate opportunity available to the Company
      or the Bank.

    


    The
      Executive covenants and agrees that for a period of six months subsequent to
      a
      voluntary termination of this Agreement by the Executive, other than as a result
      of a “constructive termination” as defined in Paragraph 17,
      the
      Executive shall not directly or indirectly engage in competition with the
      Company or the Bank, within Oakland County, (the “post voluntary termination
      noncompete area”) and the Executive will not on his own behalf, or as another’s
      agent, employee, partner, shareholder or otherwise, engage, within the post
      voluntary termination noncompete area in any of the same or similar duties
      and/or responsibilities required by the Executive’s positions with the Company
      or the Bank. The Executive acknowledges and agrees that the rights provided
      by
      this Paragraph to the Company and the Bank are cumulative with other rights
      granted the Company or the Bank under this Agreement. The Company and the Bank
      covenant and agree that if they choose to enforce the provisions of this
      Paragraph, the Executive shall be entitled to payment of $55,000.00 or the
      equivalent of half the Executive’s then current annual salary, whichever is
      greater, less statutory payroll deductions, payable in twelve (12) equal
      disbursements in accordance with ordinary payroll policies and procedures,
      beginning with the first payroll after the termination becomes
      effective.

    


    If
      the
      Company or the Bank believes, in good faith after consultation with its counsel,
      that Executive is in violation or breach of this Agreement, the Company or
      the
      Bank, as applicable, may refuse to make further non-compete payments under
      this
      Paragraph 12
      and may
      seek full restitution of all non-compete payments previously paid by the Company
      or the Bank to Executive up to and including the date of such violation or
      breach by Executive.

    


    
      
         

      

      
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    The
      Executive also acknowledges and agrees that in exchange for the noncompetition
      agreement set forth in this Paragraph, the Executive will receive substantial,
      valuable consideration including: (i) confidential trade secret and proprietary
      information relating to the identity and special needs of the Company’s current
      and prospective customers, the Company’s and Bank’s current and prospective
      services, the Company’s and Bank’s business projections and market studies, the
      Company’s and Bank’s business plans and strategies, the Company’s and Bank’s
      studies and information concerning special services unique to the Company and
      the Bank; (ii) employment; and (iii) compensation and benefits as described
      in this Agreement.

    


    Executive
      acknowledges and agrees that the non-competition restriction set forth above
      is
      ancillary to an otherwise enforceable agreement and supported by independent
      valuable consideration as required by law. Executive further acknowledges and
      agrees that the limitations as to time, geographical area, and scope of activity
      to be restrained by this Paragraph are reasonable and acceptable to him, and
      do
      not impose any greater restraint than is reasonably necessary to protect the
      goodwill and other business interests of the Company and the Bank. Executive
      acknowledges and agrees that the primary purpose of the restrictive covenants
      contained herein is to protect the proprietary information and goodwill of
      the
      Company and the Bank.

    


    Executive
      acknowledges and agrees that if, at some later date, a court of competent
      jurisdiction determines that the non-competition agreement set forth in this
      Paragraph does not meet the criteria set forth by law, this paragraph may be
      reformed by the court and enforced to the maximum extent permitted under the
      laws of the State of Michigan.

    


    If
      Executive is found to have violated any of the provisions of any restrictive
      covenant contained herein, Executive agrees that the restrictive period of
      each
      covenant so violated shall be extended by a period of time equal to the period
      of such violation by Executive. It is the intent of this Paragraph that the
      running of the restrictive period of any covenant shall be tolled during any
      period of violation of such covenant so that the Company may obtain the full
      and
      reasonable protection for which it contracted and so that Executive may not
      profit by breach thereof.

    


    NONINTERFERENCE

    


    13. The
      Executive covenants and agrees that, for a period of six months subsequent
      to
      the termination of this Agreement, whether such termination occurs at the
      insistence of the Company or the Executive, the Executive shall not: (i)
      recruit, hire, or attempt to recruit or hire, directly or by assisting others,
      any other employees of the Company or the Bank (for purposes of this covenant,
      “other employees” shall refer to employees who are still actively employed by,
      or doing business with, the Company or the Bank at the time of the attempted
      recruiting or hiring) nor shall the Executive contact or communicate with any
      other employees of the Company or the Bank for the purpose of inducing other
      employees to terminate their employment with the Company or the Bank or (ii)
      solicit, directly or by assisting others, the banking business of any customers
      of the Company or the Bank as of the date of such termination.

    


    
      
         

      

      
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    The
      Executive acknowledges and agrees that in exchange for the execution of the
      noninterference agreement set forth above, the Executive will receive
      substantial, valuable consideration including: (i) confidential trade secret
      and
      proprietary information relating to the identity and special needs of the
      Company’s and Bank’s current and prospective customers, the Company’s and Bank’s
      current and prospective services, the Company’s and Bank’s business projections
      and market studies, the Company’s business plans and strategies, the Company’s
      and Bank’s studies and information concerning special services unique to the
      Company or the Bank; (ii) employment; and (iii) compensation and benefits
      as described in this Agreement. The Executive acknowledges and agrees that
      this
      constitutes fair and adequate consideration for the execution of the
      noninterference agreement set forth above.

    


    REMEDIES

    


    14. In
      the
      event that the Executive violates any of the provisions set forth in this
      Agreement relating to NONINTERFERENCE
      and
      NONCOMPETITION,
      the
      Executive acknowledges and agrees that the Company and the Bank would suffer
      immediate and irreparable harm and
      would
      not have an adequate remedy at law for money damages. Accordingly, Executive
      agrees that, without the necessity of proving actual damages or posting bond
      or
      other security, the Company and the 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 the Bank may be entitled, at law or in equity. In such
      a
      situation, the parties agree that the Company and the 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 any
      of
      the provisions set forth in this Agreement relating to NONINTERFERENCE
      and
      NONCOMPETITION,
      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.

    


    TERMINATION

    


    15. The
      Chief
      Executive Officer and the Board of Directors of the Company shall be entitled
      to
      terminate this Agreement, for any reason, by providing the Executive with thirty
      (30) days’ written notice of the termination, delivered in person, or by
      certified U.S. mail to the Executive’s last known address reflected in the
      Company’s personnel records. Such notice shall be effective upon personal
      delivery or three days after mailing by certified mail. However, if the
      Agreement is terminated at the Company’s insistence without “good cause” as
      defined in this Agreement, the Company covenants and agrees to provide the
      Executive with the SEVERANCE
      set
      forth
      below in this Agreement. 

    


    16. For
      purposes of this Agreement, “good cause” shall be defined as the occurrence of
      one of the following events:

    


    a. The
      Executive violates any provision of this Agreement or is grossly negligent
      in
      the performance of his duties hereunder, and fails to cure such violation or
      the
      effects of such gross negligence within ten (10) days after written notice
      to
      the Executive by the Company specifying in reasonable detail the alleged
      violation;

    


    
      
         

      

      
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    b. The
      Executive is indicted for a felony, or a misdemeanor involving moral turpitude;
      

    


    c. A
      bank
      regulatory agency having jurisdiction over the Company or the Bank has issued
      a
      notice of intent (i.e. a “15 day letter”) to pursue the suspension or removal of
      Executive by bank regulatory authorities; or

    


    d. The
      Chief
      Executive Officer and/or the Board of Directors, in the exercise of his or
      its
      reasonable judgment and in good faith, determines that the Executive’s job
      performance is substantially unsatisfactory and the Executive has failed to
      cure
      such performance within a reasonable period after written notice to the
      Executive by the Bank specifying in reasonable detail the nature of the
      unsatisfactory performance.

     

    17. Executive
      shall be entitled to terminate this Agreement at any time, for any reason,
      with
      or without cause, by providing thirty (30) days written notice, by personal
      delivery or certified United States mail, to the Company at its principal
      business address of the Executive’s intention to terminate this Agreement. Such
      notice shall be effective upon personal delivery or three days after mailing
      by
      certified mail. In the event that the Executive does so because of a
“constructive termination” as defined in this Agreement, the Company covenants
      and agrees to provide the Executive with the SEVERANCE
      set
      forth below in this Agreement. “Constructive termination” shall mean any
      circumstance pursuant to which Executive’s compensation is materially
      diminished, his job title is changed to a position of lesser importance, or
      his
      responsibilities are materially reduced.

    


    18. In
      the
      event of the Executive’s death, this Agreement will terminate immediately,
      without notice, on the date of the Executive’s death. The Executive acknowledges
      and agrees that, in the event of his death, the Company will pay to the
      Executive’s estate all compensation due and owing through the date of the
      Executive’s death.

    


    19. This
      Agreement will terminate immediately, without notice, in the event the Executive
      becomes physically or mentally disabled, as defined by 29 C.F.R.
§ 1630.2(g)(1), and cannot perform the essential functions of his position,
      with or without reasonable accommodation for the period designated by the
      Executive’s disability insurance after which disability payments will
      begin.

     

    20. The
      Executive acknowledges and agrees that in the event of termination of this
      Agreement, for whatever reason, whether at the insistence of the Executive
      or at
      the insistence of the Company, the Executive will return to the Company within
      seventy-two (72) hours of the time when notice of termination is communicated
      by
      either party, or sooner if requested by the Company, any and all equipment,
      literature, documents, data, information, order forms, memoranda,
      correspondence, customer and prospective customer lists, customer’s orders,
      records, cards or notes acquired, compiled or coming into the Executive’s
      knowledge, possession or control in connection with his activities as an
      employee of the Company or the Bank, as well as all machines, parts, equipment
      or other materials received from the Company or the Bank or from any of their
      respective customers, agents or suppliers, in connection with such
      activities.

    


    
      
         

      

      
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    21. The
      provisions of Paragraphs 12-14,
      20-25,
      30
      and
36
      shall
      survive the termination of this Agreement.

    


    


    CHANGE
      IN CONTROL

    


    22. The
      parties acknowledge that the Executive has agreed to assume the position of
      Executive Vice President and to enter into this Agreement based on his
      confidence in the current owners of the Company and the direction of the Company
      provided by the current Board of Directors. If the Company should undergo a
      “Change of Control,” as defined below, and there is a material change in the
      Executive’s responsibilities, duties, terms or location of employment, then the
      Executive, at his option, may notify the Company at any time within sixty (60)
      days following such Change of Control, by personal delivery or certified U.S.
      mail, that he intends to terminate this Agreement based upon the Change of
      Control. Notice of termination shall be effective upon delivery or three (3)
      days after mailing by certified mail.

    


    23. In
      the
      event that the Executive elects to terminate this Agreement based upon a Change
      in Control, the Company covenants and agrees to pay to the Executive cash
      payments in an aggregate amount equal to 125% of Executive’s then current annual
      salary or $137,500.00, whichever is greater, less statutory payroll deductions.
      Such compensation shall be payable in equal disbursements in accordance with
      the
      Company’s ordinary payroll policies and procedures.

    


    24. As
      used
      in this Agreement, a “Change of Control” shall be deemed to have occurred in any
      of the following instances:

    


    a. the
      Company or the Bank is merged or consolidated with another corporation and
      as a
      result of such merger or consolidation less than fifty percent (50%) of the
      outstanding voting securities (on a fully diluted basis) of the surviving or
      resulting corporation are owned in the aggregate by the former shareholders
      of
      the Company;

    


    b. the
      Company or the Bank sells all or substantially all of its assets to another
      corporation; or

    


    c. there
      is
      an acquisition of more than fifty percent (50%) of the outstanding voting
      securities of the Company or the Bank pursuant to any transaction or combination
      of transactions by any person or group within the meaning of such terms in
      the
      Securities Exchange Act of 1934, as amended.

    


    SEVERANCE

    


    25. If
      the
      Company elects to terminate this Agreement at any time prior to the Expiration
      Date for any reason other than “good cause” as defined in this Agreement, or if
      Executive terminates this Agreement as a result of a “constructive termination,”
the Executive shall be entitled to severance pay. Such severance pay shall
      be
      equal to $55,000.00 or the equivalent of half the Executive’s then current
      annual salary, whichever is greater, less statutory payroll deductions, payable
      in twelve (12) equal disbursements in accordance with the Company’s ordinary
      payroll policies and procedures, beginning on the date that the notice of
      termination becomes effective. In the event that the Executive is entitled
      to
      any payment under the CHANGE
      IN CONTROL or NONCOMPETITION provisions
      above, no payment shall be due under this SEVERANCE
      provision.

     

    
      
         

      

      
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    SEVERABILITY

    


    26. The
      Executive acknowledges
      and
      agrees that each covenant and/or provision of this Agreement shall be
      enforceable independently of every other covenant and/or provision. Furthermore,
      the Executive acknowledges and agrees that, in the event any covenant and/or
      provision of this Agreement is determined to be unenforceable for any reason,
      the remaining covenants and/or provisions will remain effective, binding and
      enforceable.

    


    WAIVER

    


    27. The
      parties acknowledge and agree
      that
      the failure of either to enforce any provision of this Agreement shall not
      constitute a waiver of that particular provision, or of any other provisions
      of
      this Agreement.

    


    SUCCESSORS
      AND ASSIGNS

    


    28. The
      Executive acknowledges and agrees that this Agreement may be assigned by the
      Company to any successor-in-interest and shall inure to the benefit of, and
      be
      fully enforceable by, any successor and/or assignee; and this Agreement will
      be
      fully binding upon, and may be enforced by the Executive against, any successor
      and/or assignee of the Company.

    


    29. The
      Executive acknowledges and agrees that his obligations, duties and
      responsibilities under this Agreement are personal and shall not be assignable,
      and that this Agreement shall be enforceable by the Executive only. In the
      event
      of the Executive’s death, this Agreement shall be enforceable by the Executive’s
      estate, executors and/or legal representatives, only to the extent provided
      herein.

    


    CHOICE
      OF LAW

    


    30. BOTH
      PARTIES ACKNOWLEDGE AND AGREE THAT THE LAW OF THE STATE OF MICHIGAN WILL GOVERN
      THE VALIDITY, INTERPRETATION AND EFFECT OF THIS AGREEMENT, AND ANY OTHER DISPUTE
      RELATING TO, OR ARISING OUT OF, THE EMPLOYMENT RELATIONSHIP BETWEEN THE COMPANY
      AND THE EXECUTIVE.

    


    MODIFICATION

    


    31. Both
      parties acknowledge and agree that this Agreement and the other agreements
      and
      plans referenced herein constitute the complete and entire agreement between
      the
      parties; that the parties have executed this Agreement based upon the express
      terms and provisions set forth herein; that the parties have 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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    32. Both
      parties acknowledge and agree that the covenants and/or provisions of this
      Agreement may not be modified by any subsequent agreement unless the modifying
      agreement; (i) is in writing; (ii) contains an express provision
      referencing this Agreement; (iii) is signed by the Executive; and
      (iv) is approved by the Chief Executive Officer and a disinterested
      majority of the Board of Directors of the Company.

    


    INDEMNIFICATION

    


    33. During
      the term of this Agreement, the Company shall indemnify the Executive against
      all judgments, penalties, fines, amounts paid in settlement and reasonable
      expenses (including, but not limited to, attorneys’ fees) relating to his
      employment by the Company to the fullest extent permissible under the Company’s
      Articles of Incorporation and the Bank’s Articles of Association and may
      purchase such indemnification insurance as the Board of Directors may from
      time
      to time determine.

    


    LEGAL
      CONSULTATION

    


    34. The
      Executive and the Company acknowledge and agree that both parties have been
      accorded a reasonable opportunity to review this Agreement with legal counsel
      prior to executing the agreement. The Executive acknowledges that he is not
      represented by Jenkens & Gilchrist, P.C. in connection with the preparation
      and negotiation of this Agreement, and that Jenkens & Gilchrist, P.C.
      represents the Company.

    


    NOTICES

    


    35. Any
      and
      all notices of documents or other notices required to be delivered under the
      terms of this Agreement shall be addressed to each party as
      follows:

    


    


    EXECUTIVE:

    


    Richard
      E. Bauer

    32810
      Hearthstone

    Farmington
      Hills, MI 48334

    


    COMPANY:

    


    City
      Central Bancorp, Inc.

    P.O.
      Box
      250428

    West
      Bloomfield, MI 48325-0428

    


    


    
      
         

      

      
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    MISCELLANEOUS

    


    36. The
      Executive shall make himself available, upon the request of the Company or
      the
      Bank, to testify or otherwise assist in litigation, arbitration, or other
      disputes involving the Bank, or any of the directors, officers, employees,
      subsidiaries, or parent corporations of either, at no additional cost during
      the
      term of this Agreement and at any time following the termination of this
      Agreement.

    


    37. The
      Executive shall not be required to mitigate the amount of any payment provided
      for in this Agreement by seeking other employment or otherwise, nor shall the
      amount of any payment provided for in this Agreement be reduced by any
      compensation earned by the Executive as the result of employment by another
      employer after the date of termination, or otherwise.

    


    38. In
      the
      event either party institutes litigation to enforce or protect its rights under
      this Agreement, the prevailing party in such litigation shall be entitled,
      in
      addition to all other relief, to reasonable attorneys fees, out-of-pocket costs,
      disbursements, and fees relating to such litigation.

    


    39. This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original, but all of which shall together constitute
      one and the same Agreement.

    


    40. Neither
      the Company nor the Bank shall have any obligation to set aside, earmark or
      entrust any fund or money with which to pay its obligations under this
      Agreement. The Executive or any successor-in-interest to Executive shall be
      and
      remain simply a general creditor of the Company or the Bank in the same manner
      as any other creditor having a general unsecured claim. For purposes of the
      Code, the Company intends this Agreement to be an unfunded, unsecured promise
      to
      pay on the part of the Company. For purposes of Employee Retirement Income
      Security Act of 1974, as amended (“ERISA”), the Company intends that this
      Agreement not be subject to ERISA. If it is deemed subject to ERISA, it is
      intended to be an unfunded arrangement for the benefit of a select member of
      management, who is a highly compensated employee of the Company for the purpose
      of qualifying this Agreement for the “top hat” plan exception under sections
      201(2), 301(a)(3) and 401(a)(1) of ERISA. At no time shall the Executive have
      or
      be deemed to have any lien nor right, title or interest in or to any specific
      investment or to any assets of the Company or the Bank. If the Company or Bank
      elects to invest in a life insurance, disability or annuity policy upon the
      life
      of Executive, the Executive shall assist the Company and Bank by freely
      submitting to a physical examination and supplying such additional information
      necessary to obtain such insurance or annuities.

    


    
      
         

      

      
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    41. When
      a
      reference is made in this Agreement to a Paragraph, such reference shall be
      to a
      Paragraph of this Agreement unless otherwise indicated. 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. Whenever the words
      “include”, “includes” or “including” are used in this Agreement, they shall be
      deemed to be followed by the words “without limitation.” The words “hereof”,
“herein” and “hereunder” and words of similar import when used in this Agreement
      shall refer to this Agreement as a whole and not to any particular provision
      in
      this Agreement. Each use herein of the masculine, neuter or feminine gender
      shall be deemed to include the other genders.
      Each
      use
      herein of the plural shall include the singular and
      vice
      versa, in each case as the context requires or as is otherwise appropriate.
      The
      word “or” is used in the inclusive sense. Any agreement or instrument defined or
      referred to herein or in any agreement or instrument that is referred to herein
      means such agreement or instrument as from time to time amended, modified or
      supplemented, including by waiver or consent.
      References to a person are also to its permitted successors or
      assigns.

    


    42. Executive
      represents that his service as an employee of the Company and Bank will not
      violate any agreement: (i) he has made that prohibits his from disclosing any
      information he acquired prior to his becoming employed by the Company or the
      Bank; or (ii) he has made that prohibits his from accepting employment with
      the
      Company or the Bank or that will interfere with his compliance with the terms
      of
      this Agreement. Executive further represents that he has not previously, and
      will not in the future, disclose to the Company or the Bank any proprietary
      information or trade secrets belonging to any previous employer. Executive
      acknowledges that the Company and the Bank have instructed him not to disclose
      to it any proprietary information or trade secrets belonging to any previous
      employer.

     

    
      
         

      

      
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      EXECUTED
        ON THIS DATE FIRST WRITTEN ABOVE IN JULY 10th, 2006.

       

    

    
      	 	 	“EXECUTIVE”
	 	 	 
	 	 	 
	/s/
              Jitendra Patel	 	/s/
              Richard E. Bauer
	WITNESS	 	Richard E. Bauer
	 	 	 
	 	 	 
	 	 	“COMPANY”
	 	 	 
	 	 	 
	 	 	CITY CENTRAL BANCORP,
              INC.
	 	 	 
	 	 	 
	/s/
              Jitendra Patel	 	/s/
              Satish Jasti
	WITNESS	 	Satish Jasti
	 	 	President &
CEO


    

     

     

     

     

     

    
      
         

      

      
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