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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For fiscal year ended December 31, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
OF 1934
 For the transition period from  to
 Commission file number 000-23550
 FENTURA FINANCIAL, INC.
 (Exact name of registrant as specified in its charter)
 Michigan
    
    38-2806518(State or other jurisdiction of 
incorporation or organization)
    
    (IRS Employer Identification No.)
 175 North Leroy, Fenton, Michigan
    
    48430-0725(Address of Principal Executive Offices)
    
    (Zip Code)
 Registrants telephone number, including area code (810) 750-8725
 Securities registered under Section 12(b) of the Exchange Act: None
 Securities registered under Section 12(g) of the Exchange Act: Common Stock
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes o No þ
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No þ
 Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such filing requirements
for the past 90 days. Yes þ No o
 Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K
is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and
smaller reporting company in Rule 12b-2 of the Exchange
Act. (Check one):
 Large accelerated filer
o
    
    Accelerated filer o

    Non-accelerated filer   o
(Do not check if a smaller reporting company)

    Smaller reporting company
þ
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
 State the aggregate market value of the voting and nonvoting common equity held by nonaffiliates of
the registrant computed by reference to the price at which the common equity was sold, or the
average bid and asked prices of such common equity, as of the last business day of the registrants
most recently completed second quarter.
 Aggregate Market Value as of June 30, 2008: $25,014,617
 State the number of shares outstanding of each of issuers classes of common equity, as of the
latest practicable date. 2,186,438 shares of Common Stock as of March 2, 2009.
 DOCUMENTS INCORPORATED BY REFERENCE
 Portions of the Fentura Financial, Inc. Proxy Statement for its annual meeting of shareholders to
be held April 28, 2009 and its Rule 14a-3 annual report are incorporated by reference into Parts II
and III.




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PagePART IItem 1. Description of Business
    
    
    3Item 1A Risk Factors
    
    
    11Item 1B Unresolved Staff Comments
    
    
    15Item 2. Properties
    
    
    16Item 3. Legal Proceedings
    
    
    16Item 4. Submission of Matters to a Vote of Security Holders
    
    
    16Additional Item  Executive Officers of Registrant
    
    
    17PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
    
    
    18Item 6. Selected Financial Data
    
    
    18Item 7. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    18Item 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    18Item 8. Financial Statements and Supplementary Data
    
    
    19Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
    
    
    19Item 9A(T).Controls and Procedures
    
    
    19Item 9B. Other Information
    
    
    19PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    20Item 11. Executive Compensation
    
    
    20Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
    
    
    20Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    21Item 14. Principal Accountant Fees and Services
    
    
    21PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    21SIGNATURES
    
    
    23EXHIBIT INDEX
    
    
    24EX-3.1EX-13EX-14EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1
  2




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PART I
 
 ITEM 1. DESCRIPTION OF BUSINESS
 The Company
    The Banks
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Competition
  Supervision and Regulation
 The following is a summary of certain statutes and regulations affecting the Company and the
Banks. This summary is qualified in its entirety by such statutes and regulations. A change in
applicable laws or regulations may have a material effect on the Corporation, the Banks and the
business of the Corporation and the Banks.
 General
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The Company
 General
  Investments and Activities
  de novo
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Capital Requirements
 Dividends
  6




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The Banks
 General
 Deposit Insurance
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FICO Assessments. pro rata
 Commissioner Assessments.
 Capital Requirements
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Prompt Corrective Regulatory Action.
 Total
    
    Tier 1Risk-Based
    
    Risk-BasedCapital Ratio
    
    Capital Ratio
    
    Leverage RatioWell capitalized
    
    10% or above
    
    6% or above
    
    5% or aboveAdequately capitalized
    
    8% or above
    
    4% or above
    
    4% or aboveUndercapitalized
    
    Less than 8%
    
    Less than 4%
    
    Less than 4%Significantly undercapitalized
    
    Less than 6%
    
    Less than 3%
    
    Less than 3%Critically undercapitalized
    
    
    
    
    
    A ratio of tangible
equity to total assets
of 2% or less
   Dividends
  Insider Transactions
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Safety and Soundness Standards
 Investments and Other Activities
  Consumer Protection Laws
 Branching Authority.
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Reserve Requirement.
 
    
    for transaction accounts totaling $10.3 million or less, a reserve of 0%; and
    
    for transaction accounts in excess of $10.3 million up to and including $44.4 million, a
reserve of 3%; and
    
    for transaction accounts totaling in excess of $44.4 million, a reserve requirement of
$1.023 million plus 10% of that portion of the total transaction accounts greater than
$44.4 million.
  
 ITEM 1A. Risk Factors.
  If economic conditions deteriorate in our primary market, our results of operations and
financial condition could be adversely impacted as borrowers ability to repay loans weakens and
the value of the collateral securing loans decreases.
  Continuation of current economic conditions will adversely affect the Corporations loan
portfolio.
   
    
    Loan delinquencies will increase;
    
    Problem assets and foreclosures will increase;
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
    
    Demand for the Corporations products and services will decline; and
    
    Collateral for the Corporations loans will decline in value, in turn reducing
customers borrowing power and reducing the value of assets and collateral associated
with existing loans.
  The Corporation may need additional capital in the future and adequate financing may not be
available to it on acceptable terms, or at all.
  The Corporation has credit risk inherent in its asset portfolio, and its allowance for loan
losses may not be sufficient to cover actual loan losses.
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The Corporation has credit risk inherent in its securities portfolio.
   The Corporations mortgage-banking revenues are susceptible to substantial variations
dependent largely upon factors that the Corporation does not control, such as market interest
rates.
  Fluctuations in interest rates and economic conditions could reduce the Companys
profitability and negatively affect its capital and liquidity.
   
    
    inflation or deflation rates;
    
    levels of business activity;
    
    recession;
    
    unemployment levels;
    
    money supply;
    
    domestic or foreign events; and
    
    instability in domestic and foreign financial markets.
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The Corporations operations may be adversely affected if the Corporation is unable to secure
adequate funding. The Corporations use of wholesale funding sources exposes it to liquidity risk
and potential earnings volatility.
  The Corporation relies heavily on its management team, and the unexpected loss of key managers
may adversely affect its operations.
  Competition with other financial institutions could adversely affect the Corporations
profitability.
  Our securities portfolio may be negatively impacted by fluctuations in market value.
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The Corporation operates in a highly regulated environment and may be adversely affected by
changes in federal and local laws and regulations.
  The Corporation may face challenges in managing its operational risks.
  There is only a limited trading market for the Corporations common stock.
  
 ITEM 1B. Unresolved Staff Comments.
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ITEM 2. PROPERTIES
  
    
    Branch  15095 Silver Parkway, Fenton (owned)
    
    Branch  18005 Silver Parkway, Fenton (leased)
    
    Loan Extension Office  101 North Leroy Street, Fenton (owned)
    
    Branch  107 Main Street, Linden (owned)
    
    Branch  4043 Grange Hall Road, Holly (leased)
    
    Branch  7606 S Saginaw, Grand Blanc (owned)
    
    Branch  1401 E. Hill Road, Grand Blanc (owned)
    
    Branch  134 N. First St, Brighton (owned)
    
    Operations Center  3202 Owen Road, Fenton (owned)
  
    
    Branch  8503 Davison Road, Davison (leased)
  
    
    Branch  3467 Kelly Street, Hudsonville (owned)
    
    Branch  81 E. 8th Street, Holland (leased)
    
    Branch  3493 W. Shore Dr, Holland (owned)
    
    Branch  437 Baldwin Road, Jenison (owned)
  
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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ADDITIONAL ITEM  EXECUTIVE OFFICERS OF REGISTRANT
   Donald L. Grill
 Ronald L. Justice
 Dennis E. Leyder
 Holly J Pingatore
 Douglas J. Kelley
 Daniel J. Wollschlager
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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
   Total
    
    
    
    
    
    Total Number of
    
    Maximum Number ofNumber of
    
    Average
    
    Purchased as
    
    Shares that May YetShare
    
    Price Paid
    
    Publicly Announced
    
    be Purchased UnderPurchased
    
    per Share
    
    Plans or Programs
    
    the ProgramOctober 1-October 31
    
    
    0
    
    
    $
    0.00
    
    
    
    0
    
    
    
    0November 1-November 30
    
    
    0
    
    
    $
    0.00
    
    
    
    0
    
    
    
    0December 1-December 31
    
    
    0
    
    
    $
    0.00
    
    
    
    0
    
    
    
    0Total
    
    
    0
    
    
    $
    0.00
    
    
    
    0
    
    
    
    0
  
 ITEM 6.
    
    SELECTED FINANCIAL DATA
  
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
  
 ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
  
 ITEM 9A(T)
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures.
  Internal Control over Financial Reporting.
 Managements Annual Report on Internal Control over Financial Reporting.
     
 ITEM 9B
    
    OTHER INFORMATION
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PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
 ITEM 11.
    
    EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
  Securities Authorized for Issuance Under Equity Compensation Plans.
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EQUITY COMPENSATION PLAN INFORMATION
 Number of securitiesremaining available forfuture issuance underequity compensationNumber of securities to
    
    Weighted-average
    
    plans (excludingbe issued upon exercise
    
    exercise price of
    
    securities reflectedof outstanding options
    
    outstanding options
    
    in column (1))Plan Category
    
    (1)
    
    (2)
    
    (3)Equity compensation
plans approved by
security holders
    
    
    26,597
    
    
    $
    29.85
    
    
    
    120,400Equity compensation
plans not approved by
security holders
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    26,597
    
    
    $
    29.85
    
    
    
    120,400
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)      1.
    
    Financial Statements: The following consolidated financial statements of the Corporation and Report of
Crowe Horwath LLP, Independent Registered Public Accounting Firm, are incorporated
by reference under Item 8 Financial Statements and Supplementary Data of this
document:
 
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2.
    
    Financial Statement Schedules All schedules are omitted  see Item 15(c) below.3.
    
    Exhibits: The exhibits listed on the Exhibit Index following the signature page of this
report are filed herewith and are incorporated herein by reference.
 (b)
    
    Exhibits:
The Exhibit Index follows the signature page of this report and is incorporated herein by
reference.(c)
    
    Financial Statement Schedules:
All financial statement schedules normally required by Article 9 of Regulation S-X are
omitted since they are either not applicable or the required information is shown in the
consolidated financial statements or notes thereto.
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Signatures
  Fentura Financial, Inc.
       (Registrant)By
    /s/Donald L. GrillDonald L. GrillOn behalf of the registrant
and as President & CEOBy
    /s/Douglas J. KelleyDouglas J. KelleyChief Financial Officer
(Principal Accounting Officer)  Signature
    
    Capacity
    
    Date/s/Forrest A. Shook

Forrest A. Shook
    
    Chairman of the Board
Director
    
    March 18, 2009/s/Donald L. Grill

Donald L. Grill
    
    Director
    
    March 18, 2009/s/Kenneth R. Elston

Kenneth R. Elston
    
    Director
    
    March 18, 2009/s/J. David Karr

J. David Karr
    
    Director
    
    March 18, 2009/s/Thomas P. McKenney

Thomas P. McKenney
    
    Director
    
    March 18, 2009/s/Thomas L. Miller

Thomas L. Miller
    
    Director
    
    March 18, 2009/s/Brian P. Petty

Brian P. Petty
    
    Director
    
    March 18, 2009/s/Douglas W. Rotman

Douglas W. Rotman
    
    Director
    
    March 18, 2009/s/Ian W. Schonsheck

Ian W. Schonsheck
    
    Director
    
    March 18, 2009/s/Sheryl E. Stephens

Sheryl E. Stephens
    
    Director
    
    March 18, 2009
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FENTURA FINANCIAL, INC.
 2008 Annual Report on Form 10-K
 
 EXHIBIT INDEX
 ExhibitNo.
    
    Exhibit3(i)
    
    Articles of Incorporation of Fentura Financial, Inc. (Filed herewith).3(ii)
    
    Bylaws of Fentura Financial, Inc. (Incorporated by reference to Form 10-SB Registration
Number 0-23550).4.1
    
    Amended and Restated Automatic Dividend Reinvestment Plan (Incorporated by reference to
Registration Statement on Form S-3  Registration No. 333-75194).10.1
    
    Supplemental Executive Retirement Agreement with Donald Grill dated March 16, 2007
(Incorporated by reference from Current Report filed on Form 8-K on March 22, 2007).10.2
    
    Supplemental Executive Retirement Agreement with Daniel Wollschlager dated October 24,
2008 (Incorporated by reference from Current Report filed on Form 8-K on October 29, 2008).10.3
    
    Non-Employee Director Stock Option Plan (Incorporated by reference to Form 10-K SB filed
on March 17, 1996).10.4
    
    Form of Non Employee Stock Option Plan Agreement (Incorporated by reference to Form 10-Q
SB filed on May 2, 1996)10.5
    
    Retainer Stock Option Plan for Directors (Incorporated by reference to Form 10-K SB filed
on March 17, 1996).10.6
    
    Employee Stock Option Plan (Incorporated by reference to Form 10-K SB filed on March 17,
1996).10.7
    
    Form of Employee Stock Option Plan Agreement (Incorporated by reference to Form 10-K SB
filed on March 17, 1996).10.8
    
    Stock Purchase Plan between The State Bank and Donald E. Johnson, Jr., Mary Alice J.
Heaton, and Linda J. LeMieux dated November 17, 1996 (Incorporated by reference to Exhibit
10.19 to the Form 10-K SB filed March 20, 1997).10.9
    
    Stock Purchase Plan (Incorporated by reference to Exhibit 99.1 Form S-8 filed on August
10, 2004).10.10
    
    Severance Compensation Agreement between Donald L. Grill. (Incorporated by reference from
Current Report on Form 8-K filed on July 24, 2008).10.11
    
    Severance Compensation Agreement between Ronald L. Justice. (Incorporated by reference
from Current Report on Form 8-K filed on July 24, 2008).10.12
    
    Severance Compensation Agreement between Dennis E. Leyder. (Incorporated by reference from
Current Report on Form 8-K filed on July 24, 2008).10.13
    
    Severance Compensation Agreement between Douglas J. Kelley. (Incorporated by reference
from Current Report on Form 8-K filed on July 24, 2008).
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ExhibitNo.
    
    Exhibit10.14
    
    Severance Compensation Agreement between Holly J. Pingatore. (Incorporated by reference
from Current Report on Form 8-K filed on July 24, 2008).10.15
    
    Nonqualified Deferred Compensation Plan. (Incorporated by reference from Exhibit 10.11 to
the Current report on Form 8-K filed October 29, 2008).10.16
    
    Fentura Bancorp, Inc. Employee Deferred Compensation and Stock Ownership Plan.
(Incorporated by reference to Exhibit 10.13 to the Form 10-K filed March 28, 2005).10.17
    
    2006 Executive Stock Bonus Plan (Filed as Exhibit 10.1 Form 8-K filed on December 4, 2006).13
    
    Rule 14a-3 Annual Report to Security Holders (This report, except for those portions which
are expressly incorporated by reference in this filing, is furnished for the information
of the Securities and Exchange Commission and is not deemed filed as a part of this
Report).14
    
    Code of Ethics for Directors and Executive Officers (Filed herewith).21.1
    
    Subsidiaries of the Registrant (Filed herewith).23.1
    
    Consent of Independent Registered Public Accounting Firm (Filed herewith).24
    
    Powers of Attorney. Contained on the signature page of this report.31.1
    
    Certificate of President and Chief Executive Officer of Fentura Financial, Inc. pursuant
to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
    
    Certificate of Chief Financial Officer of Fentura Financial, Inc. pursuant to 15 U.S.C.
Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certificate of Chief Executive Office and Chief Financial Officer of Fentura Financial,
Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 25