EX-10.2









DANIEL WOLLSCHLAGER

Supplemental Executive Retirement Agreement




Exhibit 10.2




FENTURA FINANCIAL, INC.

INCENTIVE SUPPLEMENTAL EXECUTIVE RETIREMENT

FOR DANIEL WOLLSCHLAGER





     This SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) is adopted this October
24, 2008, (the “Effective Date”), by and among FENTURA FINANCIAL, INC., a Michigan corporation (the
“Company”), and DANIEL WOLLSCHLAGER (the “Executive”).



INTRODUCTION




     The purpose of this Agreement is to provide specified benefits to the Executive, a member of a
select group of management or highly compensated employees who contribute materially to the
continued growth, development, and future business success of the Company and its Affiliates. This
Agreement shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement
Income Security Act of 1974 (“ERISA”), as amended from time to time.



Article 1

Definitions




     Whenever used in this Agreement, the following words and phrases shall have the meanings
specified:




	1.1	 	“Affiliate” means any company which is a member of the Controlled Group.
	 
	1.2	 	“Beneficiary” means each designated person, or the estate of the deceased Executive,
entitled to benefits, if any, upon the death of the Executive determined pursuant to Article
4.
	 
	1.3	 	Beneficiary Designation Form” means the form established from time to time by the
Plan Administrator that the Executive completes, signs, and returns to the Plan Administrator
to designate one or more Beneficiaries.
	 
	1.4	 	“Board” means the Board of Directors of the Company as from time to time constituted.
	 
	1.5	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	1.6	 	“Company” means Fentura Financial, Inc., a registered bank holding company under the
Bank Holding Company Act of 1956, as amended.
	 
	1.7	 	“Disability” means Executive (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less
than 12 months, or (ii) is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income replacement benefits for a
period of not less than 3 months under an accident and health plan covering employees of the
Company and its Affiliates. Medical determination of Disability may be made by either the
Social Security Administration or by the provider of an




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Supplemental Executive Retirement Agreement





	 	 	accident or health plan covering employees of the Company and its Affiliates. Upon the
request of the Plan Administrator, the Executive must submit proof to the Plan Administrator
of Social Security Administration’s or the provider’s determination.
	 
	1.8	 	“Effective Date” means October 24, 2008.
	 
	1.9	 	“Good Reason” means the occurrence of any of the following: (i) a material
diminution of the Executive’s duties, responsibilities, or authority with the Company or its
Affiliates or a change adverse to Executive in Executive’s reporting responsibilities, titles,
terms of employment (including bonus, compensation, fringe benefits and vacation entitlement)
or (ii) the Company or its Affiliates requiring Executive to be based anywhere other than
within fifty (50) miles of his present office location, or (iii) a material breach of this
Agreement including the failure by the Company to obtain the assumption of this Agreement as
contemplated in Section 9.7 hereof. Upon the occurrence of any event referenced above,
Executive shall, within ninety (90) of any occurrence, provide the Company notice of the
existence of the condition. Upon receiving notice, the Company shall have no more than thirty
(30) days to remedy the condition. Executive shall have two years from the date of the
initial existence of a violation of one of the above events to terminate his employment under
this section.
	 
	1.10	 	“Plan Administrator” means the plan administrator described in Article 6.
	 
	1.11	 	“Plan Year” means the calendar year.
	 
	1.12	 	“Separation from Service” means the termination of the Executive’s employment with
the Company and its Affiliates for reasons other than death or Disability. Whether a
Separation from Service takes place is determined by the Plan Administrator based on the facts
and circumstances surrounding the termination of the Executive’s employment and whether the
Company and its Affiliates and the Executive intended for the Executive to provide significant
services for the Company or its Affiliates following such termination. A termination of
employment will be presumed to constitute a Separation from Service if the Executive continues
to provide services as an employee of the Company or its Affiliates in an annualized amount
that is less than twenty percent (20%) of the services rendered, on average, during the
immediately preceding three full calendar years of employment (or, if employed less than three
years, such lesser period).
	 
	 	 	The Executive will be presumed to have not incurred a Separation from Service if the
Executive continues to provide services to the Company or its Affiliates in an annualized
amount that is fifty percent (50%) or more of the services rendered, on average, during the
immediately preceding three full calendar years of employment (or if employed less than
three years, such lesser period) and the annual remuneration for such services is fifty
percent (50%).
	 
	 	 	A Separation from Service will not have occurred if immediately following the Executive’s
termination of employment, the Executive becomes an employee of (i) the Company, or (ii) any
member of the Controlled Group.
	 
	1.13	 	“Specified Employee” means a key employee (as defined in Section 416(i) of the Code
without regard to paragraph 5 thereof) of the Company or its Affiliates if any stock of the
Company is publicly traded on an established securities market or otherwise.




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Supplemental Executive Retirement Agreement





	1.14	 	“Termination for Cause” has that meaning set forth in Article 5.
	 
	1.15	 	“Controlled Group” means the group consisting of each corporation that is a member of
a controlled group of corporations, as defined in Code Section 414(b), of which the Company is
a member; each trade or business, whether or not incorporated, under common control, as
defined in Code Section 414(c), of or with the Company; each member of an affiliated service
group, as defined in Code Section 414(m), of which the Company is a member; and any other
entity that is considered pursuant to Code Section 414(o) to be a member of a controlled group
of corporations of which the Company is a member.





Article 2

Distributions During Lifetime





	2.1	 	Benefit. Provided that the Executive remains employed by the Company or an
Affiliate, upon each of the first five anniversaries of Executive’s date of hire, October 20,
2008, Executive shall earn a benefit equal to $35,000.00, so that on the 5th
anniversary, October 20, 2013, Executive shall be entitled to a benefit equal to $175,000.00.
Except as otherwise provided in Section 2.2 of this Agreement, the portion of the $175,000.00
benefit that exceeds the amount of the benefit the Executive has earned under this Section 2.1
shall be subject to a substantial risk of forfeiture, as defined in Treas. Reg. 1.409A-1(d).
The following chart summarizes the Executive’s benefit as of his Separation from Service after
the first five anniversaries of his date of hire:





	 	 	 
	Date of Separation from Service	 	Amount of Benefit
	Prior to 10/20/2009
	 	$0
	After 10/20/2009 and prior to 10/20/2010
	 	$35,000
	After 10/20/2010 and prior to 10/20/2011
	 	$70,000
	After 10/20/2011 and prior to 10/20/2012
	 	$105,000
	After 10/20/2012 and prior to 10/20/2013
	 	$140,000
	After 10/20/2013
	 	$175,000







	 	2.1.1	 	Distribution of Benefit. The Company shall distribute the benefit to
the Executive in a lump sum payment within 60 days following the earlier of (i) the
date of the Executive’s Separation from Service; or (ii) the 5th anniversary
of Executive’s date of hire, October 20, 2013.






	2.2.	 	Early Termination Benefit. If the Company terminates Executive’s employment without
Cause or the Executive terminates his employment for Good Reason, in either case resulting in
the Executive’s Separation from Service, then the Company shall be deemed to have waived the
requirement contained in Section 2.1 that Executive continue to remain employed and Executive
shall be entitled to a benefit equal to $175,000 in lieu of any other benefit under this
Article. Such benefit shall be paid at the same time and in the same form as specified in
Section 2.1.1 of this Agreement.






	2.3	 	Disability Benefit. If the Executive’s Disability results in Separation from Service
prior to the 5th Anniversary of Executive’s date of hire, October 20, 2013, the
Company shall distribute to the Executive the benefit earned as of the date of Executive’s
Separation from Service as described in




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Supplemental Executive Retirement Agreement





	 	 	this Section 2.3.1 in lieu of any other benefit under this Article.






	 	2.3.1	 	Amount of Benefit. The following chart summarizes the Executive’s
benefit as of his Separation from Service after the first five anniversaries of his
date of hire:





	 	 	 
	Date of Separation from Service	 	Amount of Benefit
	Prior to 10/20/2009
	 	$0
	After 10/20/2009 and prior to 10/20/2010
	 	$35,000
	After 10/20/2010 and prior to 10/20/2011
	 	$70,000
	After 10/20/2011 and prior to 10/20/2012
	 	$105,000
	After 10/20/2012 and prior to 10/20/2013
	 	$140,000
	After 10/20/2013
	 	$175,000







	 	2.3.2	 	Distribution of Benefit. The Company shall distribute the benefit to
the Executive in a lump sum payment within 60 days following Separation from Service.






	2.4	 	Restriction on Timing of Distribution.  Notwithstanding any provision of this
Agreement to the contrary, if the Executive is considered a Specified Employee at Separation
from Service under such procedures as established by the Company in accordance with Section
409A of the Code, benefit distributions that are made upon Separation from Service may not, to
the extent required by Section 409A of the Code, commence earlier than six (6) months after
the date of such Separation from Service. Therefore, in the event this Section 2.5 is
applicable to the Executive, any distribution or series of distributions to be made due to a
Separation from Service shall commence no earlier than the first day of the seventh month
following the Separation from Service, provided that to the extent permitted by Section 409A
of the Code, only payments scheduled to be paid during the first six (6) months after the date
of such Separation from Service shall be delayed and such delayed payments shall be paid in a
single sum on the first day of the seventh month following the date of such Separation
from Service.






	2.5	 	Distributions Upon Income Inclusion Under Section 409A of the Code. Upon the
inclusion of any portion of the Accrued Benefit into the Executive’s income as a result of the
failure of this Agreement to comply with the requirements of Section 409A of the Code, the
Company shall distribute such portion of the vested Accrued Benefit to the Executive in a
single lump sum as soon as is administratively practicable following the discovery of such
failure.





Article 3

Distribution at Death





	3.1	 	Death During Active Service. If the Executive dies while in the active service of
the Company, prior to the 5th Anniversary of Executive’s date of hire, October 20,
2013, the Company shall distribute to the Beneficiary the benefit described in this Section
3.1. This benefit shall be distributed in lieu of the benefits under Article 2.






	 	3.1.1	 	Amount of Benefit. The benefit under this Section 3.1 is $175,000.00.
	 
	 	3.1.2	 	Distribution of Benefit. The Company shall distribute the benefit to
the Beneficiary in a lump sum payment within 60 days of Separation from Service.




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Supplemental Executive Retirement Agreement





	3.2	 	Death During Distribution of a Benefit. If the Executive dies after any benefit
distributions have commenced under this Agreement but before receiving all such distributions,
the Company shall distribute to the Beneficiary the remaining benefits at the same time and in
the same amounts they would have been distributed to the Executive had the Executive survived.






	3.3	 	Death After Separation from Service But Before Benefit Distributions Commence. If
the Executive is entitled to benefit distributions under this Agreement, but dies prior to the
commencement of said benefit distributions, the Company shall distribute to the Beneficiary
the same benefits that the Executive was entitled to prior to death except that the benefit
distributions shall commence within thirty (30) days following receipt by the Company of the
Executive’s death certificate.





Article 4

Beneficiaries





	4.1	 	Beneficiary. The Executive shall have the right, at any time, to designate a
Beneficiary(ies) to receive any benefit distributions under this Agreement to a Beneficiary
upon the death of the Executive. The Beneficiary designated under this Agreement may be the
same as or different from the beneficiary designation under any other plan of the Company in
which the Executive participates.






	4.2	 	Beneficiary Designation: Change. The Executive shall designate a Beneficiary by
completing and signing the Beneficiary Designation Form, and delivering it to the Plan
Administrator or its designated agent. The Executive’s beneficiary designation shall be
deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive
names a spouse as Beneficiary and the marriage is subsequently dissolved. The Executive shall
have the right to change a Beneficiary by completing, signing and otherwise complying with the
terms of the Beneficiary Designation Form and the Plan Administrator’s rules and procedures,
as in effect from time to time. Upon the acceptance by the Plan Administrator of a new
Beneficiary Designation Form, all Beneficiary designations previously filed shall be
cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary
Designation Form filed by the Executive and accepted by the Plan Administrator prior to the
Executive’s death.






	4.3	 	Acknowledgment. No designation or change in designation of a Beneficiary shall be
effective until received, accepted and acknowledged in writing by the Plan Administrator or
its designated agent.






	4.4	 	No Beneficiary Designation. If the Executive dies without a valid beneficiary
designation, or if all designated Beneficiaries predecease the Executive, then the Executive’s
spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, the
benefits shall be made to the personal representative of the Executive’s estate.






	4.5	 	Facility of Distribution. If the Plan Administrator determines in its discretion
that a benefit is to be distributed to a minor, to a person declared incompetent, or to a
person incapable of handling the disposition of that person’s property, the Plan Administrator
may direct distribution of such benefit to the guardian, legal representative or person having
the care or custody of such minor, incompetent person or incapable person. The Plan
Administrator may require proof of





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Supplemental Executive Retirement Agreement





	 	 	incompetence, minority or guardianship as it may deem appropriate prior to distribution of
the benefit. Any distribution of a benefit shall be a distribution for the account of the
Executive and the Executive’s Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Agreement for such distribution amount.





Article 5

General Limitations





	5.1	 	Termination for Cause. Notwithstanding any provision of this Agreement to the
contrary, the Company shall not distribute any benefit under this Agreement if Executive’s
service is terminated by the Board for:






	 	(a)	 	Gross negligence or gross neglect of duties to the Company or its Affiliates;
or
	 
	 	(b)	 	Conviction of a felony or of a gross misdemeanor involving moral turpitude in
connection with the Executive’s employment with the Company or its Affiliates; or
	 
	 	(c)	 	Fraud, disloyalty, dishonesty or willful violation of any law or significant
policy committed in connection with the Executive’s employment and resulting in a
material adverse effect on the Company or its Affiliates.






	5.2	 	Suicide or Misstatement. No benefits shall be distributed if the Executive commits
suicide within two years after the Effective Date of this Agreement, or if an insurance
company which issued a life insurance policy covering the Executive and owned by the Company
denies coverage (i) for material misstatements of fact made by the Executive on an application
for such life insurance, or (ii) for any other reason.






	5.3	 	Removal. Notwithstanding any provision of this Agreement to the contrary, the
Company shall not distribute any benefit under this Agreement if the Executive is subject to a
final removal or prohibition order issued by an appropriate federal banking agency pursuant to
Section 8(e) of the Federal Deposit Insurance Act.






	5.4	 	Forfeiture. In the event the Plan Administrator determines that the Executive has
violated the Shareholder Protection Agreement, a copy of which is attached, the Executive
shall forfeit the right to any benefits that have not yet been paid to Executive under this
Agreement.





Article 6

Administration of Agreement





	6.1	 	Plan Administrator Duties. This Agreement shall be administered by a Plan
Administrator which shall consist of the Board, or such committee or person(s) as the Board
shall appoint. The Plan Administrator shall also have the discretion and authority to (i)
make, amend, interpret and enforce all appropriate rules and regulations for the
administration of this Agreement and (ii) decide or resolve any and all questions including
interpretations of this Agreement, as may arise in connection with the Agreement.






	6.2	 	Agents. In the administration of this Agreement, the Plan Administrator may employ
agents and delegate to them such administrative duties as it sees fit, (including acting
through a duly appointed




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Supplemental Executive Retirement Agreement




        representative), and may from time to time consult with counsel who may be counsel to the
Company.




	6.3	 	Binding Effect of Decisions. The decision or action of the Plan Administrator with
respect to any question arising out of or in connection with the administration,
interpretation and application of the Agreement and the rules and regulations promulgated
hereunder shall be final and conclusive and binding upon all persons having any interest in
the Agreement.






	6.4	 	Indemnity of Plan Administrator. The Company shall indemnify and hold harmless the
members of the Plan Administrator against any and all claims, losses, damages, expenses or
liabilities arising from any action or failure to act with respect to this Agreement, except
in the case of willful misconduct by the Plan Administrator or any of its members.






	6.5	 	Bank Information. To enable the Plan Administrator to perform its functions, the
Company shall supply full and timely information to the Plan Administrator on all matters
relating to the date and circumstances of the retirement, Disability, death, or Separation
from Service of the Executive, and such other pertinent information as the Plan Administrator
may reasonably require.






	6.6	 	Annual Statement. The Plan Administrator shall provide to the Executive, within one
hundred twenty (120) days after the end of each Plan Year, a statement setting forth the
benefits to be distributed under this Agreement.





Article 7

Claims And Review Procedures





	7.1	 	Claims Procedure. An Executive or Beneficiary (“claimant”) who has not received
benefits under the Agreement that he or she believes should be distributed shall make a claim
for such benefits as follows:






	 	7.1.1	 	Initiation – Written Claim. The claimant initiates a claim by
submitting to the Plan Administrator a written claim for the benefits.
	 
	 	7.1.2	 	Timing of Plan Administrator Response. The Plan Administrator shall
respond to such claimant within 90 days after receiving the claim. If the Plan
Administrator determines that special circumstances require additional time for
processing the claim, the Plan Administrator can extend the response period by an
additional 90 days by notifying the claimant in writing, prior to the end of the
initial 90-day period, that an additional period is required. The notice of extension
must set forth the special circumstances and the date by which the Plan Administrator
expects to render its decision.
	 
	 	7.1.3	 	Notice of Decision. If the Plan Administrator denies part or all of
the claim, the Plan Administrator shall notify the claimant in writing of such denial.
The Plan Administrator shall write the notification in a manner calculated to be
understood by the claimant. The notification shall set forth:






	 	(a)	 	The specific reasons for the denial;
	 
	 	(b)	 	A reference to the specific provisions of the Agreement on
which the denial is based;




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Supplemental Executive Retirement Agreement





	 	(c)	 	A description of any additional information or material
necessary for the claimant to perfect the claim and an explanation of why it is
needed;
	 
	 	(d)	 	An explanation of the Agreement’s review procedures and the
time limits applicable to such procedures; and
	 
	 	(e)	 	A statement of the claimant’s right to bring a civil action
under ERISA Section 502(a) following an adverse benefit determination on
review.






	7.2	 	Review Procedure. If the Plan Administrator denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Board of the denial, as
follows:






	 	7.2.1	 	Initiation – Written Request. To initiate the review, the claimant,
within 60 days after receiving the Plan Administrator’s notice of denial, must file
with the Plan Administrator a written request for review.
	 
	 	7.2.2	 	Additional Submissions – Information Access. The claimant shall then
have the opportunity to submit written comments, documents, records and other
information relating to the claim. The Plan Administrator shall also provide the
claimant, upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant (as defined in applicable ERISA
regulations) to the claimant’s claim for benefits.
	 
	 	7.2.3	 	Considerations on Review. In considering the review, the Plan
Administrator shall take into account all materials and information the claimant
submits relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination.
	 
	 	7.2.4	 	Timing of Plan Administrator Response. The Plan Administrator shall
respond in writing to such claimant within 60 days after receiving the request for
review. If the Plan Administrator determines that special circumstances require
additional time for processing the claim, the Plan Administrator can extend the
response period by an additional 60 days by notifying the claimant in writing, prior to
the end of the initial 60-day period, that an additional period is required. The
notice of extension must set forth the special circumstances and the date by which the
Plan Administrator expects to render its decision.
	 
	 	7.2.5	 	Notice of Decision. The Plan Administrator shall notify the claimant
in writing of its decision on review. The Plan Administrator shall write the
notification in a manner calculated to be understood by the claimant. The notification
shall set forth:






	 	(a)	 	The specific reasons for the denial;
	 
	 	(b)	 	A reference to the specific provisions of the Agreement on
which the denial is based;
	 
	 	(c)	 	A statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant (as defined in applicable ERISA
regulations) to the claimant’s claim for benefits; and
	 
	 	(d)	 	A statement of the claimant’s right to bring a civil action
under ERISA Section 502(a).




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Supplemental Executive Retirement Agreement




Article 8

Amendments and Termination





	8.1	 	Amendments. This Agreement may be amended only by a written agreement signed by the
Company and the Executive. However, the Company may unilaterally amend this Agreement to
conform with written directives to the Company from its auditors or banking regulators, in
either case, to comply with applicable law, including, without limitation, Section 409A of the
Code and any and all regulations and guidance promulgated thereunder.






	8.2	 	Plan Termination Generally. The Company may unilaterally terminate this Agreement at
any time. In the event of such termination, the Company shall be deemed to have waived the
requirement contained in Section 2.1 that Executive continue to remain employed with the
Company or an Affiliate and Executive shall be entitled to a benefit equal to $175,000.
Except as provided in Section 8.3, the termination of this Agreement shall not cause a
distribution of benefits under this Agreement. Rather, upon such termination benefit
distributions will be made at the earliest distribution event permitted under Article 2 or
Article 3.






	8.3	 	Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in
Section 8.2, distributions following termination of the Agreement shall be made in the same
time and manner specified in the Agreement except to the extent provided by Code Section 409A
and the final regulations thereunder, including, not by way of limitation, Treas. Reg.
§1.409A-3(j)(4)(ix)(A)-(D).





Article 9

Miscellaneous





	9.1	 	Binding Effect. This Agreement shall bind the Executive and the Company, and their
beneficiaries, survivors, executors, administrators and transferees.






	9.2	 	No Guarantee of Employment. This Agreement is not a contract for employment. It
does not give the Executive the right to remain as an employee of the Company, nor does it
interfere with the Company’s right to discharge the Executive. It also does not require the
Executive to remain an employee nor interfere with the Executive’s right to terminate
employment at any time.






	9.3	 	Non-Transferability. Benefits under this Agreement cannot be sold, transferred,
assigned, pledged, attached or encumbered in any manner.






	9.4	 	Tax Withholding and Reporting. The Company shall withhold any taxes that are
required to be withheld, including but not limited to taxes owed under Section 409A of the
Code and regulations thereunder, from the benefits provided under this Agreement. Executive
acknowledges that the Company’s sole liability regarding taxes is to forward any amounts
withheld to the appropriate taxing authority(ies). Further, the Company shall satisfy all
applicable reporting requirements, including those under Section 409A of the Code and
regulations thereunder.






	9.5	 	Applicable Law. The Agreement and all rights hereunder shall be governed by the laws
of the State of Michigan, except to the extent preempted by the laws of the United States of
America.




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Supplemental Executive Retirement Agreement





	9.6	 	Unfunded Arrangement. The Executive and Beneficiary are general unsecured creditors
of the Company for the distribution of benefits under this Agreement. The benefits represent
the mere promise by the Company to distribute such benefits. The rights to benefits are not
subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life
or other informal funding asset is a general asset of the Company to which the Executive and
Beneficiary have no preferred or secured claim.






	9.7	 	Reorganization. The Company shall not merge or consolidate into or with another
corporation, or reorganize, or sell substantially all of its assets to another bank, firm, or
person unless such succeeding or continuing bank, firm, or person agrees to assume and
discharge the obligations of the Company under this Agreement. Upon the occurrence of such
event, the term “Company” as used in this Agreement shall be deemed to refer to the successor
or survivor corporation.






	9.8	 	Entire Agreement. This Agreement constitutes the entire agreement between the
Company and the Executive as to the subject matter hereof. This Agreement is rescinds and
replaces the Prior Agreement. No rights are granted to the Executive by virtue of this
Agreement other than those specifically set forth herein.






	9.9	 	Interpretation. Wherever the fulfillment of the intent and purpose of this Agreement
requires, and the context will permit, the use of the masculine gender includes the feminine
and use of the singular includes the plural.






	9.10	 	Alternative Action. In the event it shall become impossible for the Company or the
Plan Administrator to perform any act required by this Agreement, the Company or Plan
Administrator may in its discretion perform such alternative act as most nearly carries out
the intent and purpose of this Agreement and is in the best interests of the Company.






	9.11	 	Headings. Article and section headings are for convenient reference only and shall
not control or affect the meaning or construction of any of its provisions.






	9.12	 	Validity. In case any provision of this Agreement shall be illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining parts hereof, but
this Agreement shall be construed and enforced as if such illegal and invalid provision has
never been inserted herein.






	9.13	 	Notice. Any notice or filing required or permitted to be given to the Company or
Plan Administrator under this Agreement shall be sufficient if in writing and hand-delivered,
or sent by registered or certified mail, to the address below:





Fentura Financial, Inc.



 





175 North Leroy Street



 





Fenton, MI 48430



 







	 	 	Such notice shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or certification.






	 	 	Any notice or filing required or permitted to be given to the Executive under this Agreement
shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known
address of the Executive.





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Supplemental Executive Retirement Agreement





	9.14	 	Compliance with Section 409A. This Agreement shall at all times be administered and
the provisions of this Agreement shall be interpreted consistent with the requirements of
Section 409A of the Code and any and all regulations thereunder, including such regulations as
may be promulgated after the Effective Date of this Agreement.






	9.15	 	Rescissions. Any modification to the terms of this Agreement that would
inadvertently result in an additional tax liability on the part of the Executive, shall have
no effect to the extent the change in the terms of the plan is rescinded by the earlier of a
date before the right is exercised (if the change grants a discretionary right) and the last
day of the calendar year during which such change occurred.






	9.16	 	Transfer of Employment. Executive shall not transfer employment to the Company or
another member of the Controlled Group unless such successor employer of the Executive agrees
to assume and discharge the obligations of the Company under this Agreement. Upon the
occurrence of such a transfer, the term “Company” as used in this Agreement shall be deemed to
refer to the successor employer of the Executive.




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Supplemental Executive Retirement Agreement




     IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Company have
signed this Agreement.



	 	 	 	 	 	 	 
	EXECUTIVE:	 	 	 	COMPANY:
	 
	 	 	 	 	 	 
	 	 	 	 	FENTURA FINANCIAL, INC.
	 
	 	 	 	 	 	 
	/s/ Daniel Wollschlager

	 	 	 	By
	 	/s/ Donald Grill
	 

	 	 	 	 
	 	 
	Daniel Wollschlager

	 	 	 	 	 	Donald Grill
	 

	 	 	 	Title
	 	President and CEO







22









 








Supplemental Executive Retirement Agreement

BENEFICIARY DESIGNATION FORM




{     } New Designation

{     } Change in Designation




I,                                                             , designate the following as Beneficiary under the Agreement:









	 	 	 
	Primary:
	 	 
	 
	 


	 	—%
	 
	 	 
	 


	 	—%
	 
	 	 
	 


	 
	 

	Contingent:
	 	 
	 
	 


	 	—%
	 
	 	 
	 


	 	—%










Notes:





	 	•	 	Please PRINT CLEARLY or TYPE the names of the beneficiaries.
	 
	 	•	 	To name a trust as Beneficiary, please provide the name of the trustee(s) and the
exact name and date of the trust agreement.
	 
	 	•	 	To name your estate as Beneficiary, please write “Estate of _[your name]_”.
	 
	 	•	 	Be aware that none of the contingent beneficiaries will receive anything unless ALL of
the primary beneficiaries predecease you.




I understand that I may change these beneficiary designations by delivering a new written
designation to the Plan Administrator, which shall be effective only upon receipt and
acknowledgment by the Plan Administrator prior to my death. I further understand that the
designations will be automatically revoked if the Beneficiary predeceases me, or, if I have named
my spouse as Beneficiary and our marriage is subsequently dissolved.




	 	 	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signature:

	 	 	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 





Received by the Plan Administrator this ___day of ___, 2___




By:                                                             




Title: