him in bad faith and without reasonable belief that his action or omissionwas in the best interest of the Bank or the Company. **b)** **“Change in Control”**means (i) the acquisition, directly, indirectlyand/or beneficially, by any person or group, of more than fifty percent (50%)of the voting securities of the Company or the Bank, (ii) the occurrence of anyevent at any time during any two (2) year period which results in a majority ofthe Board of Directors of the Company or the Bank being comprised ofindividuals who were not members of such Board at the commencement of that two(2) year period (the “Incumbent Board”); provided, however, that any individualbecoming a director subsequent to the date hereof whose election, or nominationfor election by the Company’s or the Bank’s shareholders, was approved by avote of at least a majority of the directors then comprising the IncumbentBoard shall be considered as though such individual were a member of theIncumbent Board, but excluding for this purpose any such individual whoseinitial assumption of the office occurs as a result of an actual or threatenedelection contest with respect to the election or removal of directors or otheractual or threatened solicitation of proxies or consents by or on behalf of aperson other than the Incumbent Board, (iii) a sale of all or substantially allof the assets of the Company or the Bank to another entity, or (iv) a merger orreorganization of the Company or the Bank with another entity.  **c)** **“Compensation”**means with respect to the period under consideration,the aggregate of all amounts paid by the Company and the Bank to and includablein the Executive’s earnings as base salary, bonuses, commissions, fees and anyother compensation, but excluding contributions made to any welfare and pensionbenefit plans by the Bank and/or Company at its or their sole expense.  **d)** **“Disability”**means any physical or mental impairment which meets thedefinition of disability found in the long-term or short-term disability policyinsuring the Executive at the time disability is alleged or if no such policyis in effect at that time, any physical or mental impairment that, on the basisof qualified medical opinion of three (3) medical doctors, has renderedExecutive wholly and permanently unable to engage in the regular and continuousoccupation or employment for remuneration or profit of a nature similar to hisemployment with the Bank for a period of six (6) consecutive months or more.  **e)** **“Good Reason”**means any of the following, as determined by the
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   Executive in his discretion: (i) a material diminution of the Executive’sduties, responsibilities, or authority with the Bank or the Companyimmediately prior to a Change in Control, or a change adverse to Executivein Executive’s reporting responsibilities, titles, terms of employment(including bonus, compensation, fringe benefits and vacation entitlement) or(ii) the Bank or the Company requiring Executive to be based anywhere otherthan within fifty (50) miles of his present office location, or (iii) amaterial breach of this Agreement including the failure by the Company toobtain the assumption of this Agreement as contemplated in Section 6 hereof.Upon the occurrence of any event referenced above, Executiveshall, within ninety (90) of any occurrence, provide the Bank and theCompany notice of the existence of the condition. Upon receiving notice,the Bank and the Company shall have no more than thirty (30) days to remedythe condition. Executive shall have two years from the date of the initialexistence of a violation of one of the above events to terminate hisemployment under this section.     **2. Income Protection Benefits.**If the Executive is an employee of the Bank or the Companywhen a Change in Control occurs, and the Executive’s employment with the Bank, the Company and allaffiliates of the Company is thereafter terminated without Cause, or by the Executive for GoodReason, then: a) The Company and the Bank shall pay to the Executive, in a lump sum incash within 30 days after the date of termination of employment the aggregateof the following amounts: i) that portion of the Executive’s annual base salary anddirector’s fees through the date of termination not theretofore paid,and  ii) the product of (x) the sum of all commissions andbonuses of any kind paid or payable to Executive in the calendar yearimmediately preceding the year in which termination of employmentoccurs multiplied by (y) a fraction, the numerator of which is thenumber of days in the current calendar year through the date oftermination, and the denominator of which is 365, and  iii) a separate lump-sum amount equal to 21/2 times the sum ofthe highest amount of the Executive’s annual Compensation in
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   the five calendar years immediately preceding Executive’stermination. iv) any compensation previously deferred by the Executive(together with any accrued interest o earnings thereon), and  v) any accrued vacation pay. b) The Executive shall have the right within 90 days following terminationof employment to exercise any stock options awarded him prior to thetermination of his employment.  c) The Bank and/or the Company shall provide to the Executive, at itsexpense, hospital and medical insurance coverage of the same or equivalentscope as he was covered by immediately prior to termination of his employmentfor a period of 5 years after Executive’s termination of employment. If,however, the Bank or the Company determines that such continued coverage wouldbe taxable as includible in income, the Bank or the Company, within 30 daysafter the date of termination of employment, shall provide to Executive a lumpsum payment equal to the value 5 years of continued hospital and medicalinsurance coverage of the same or equivalent scope as Executive was covered byimmediately prior to termination of his employment.     **3. Maximum Benefits upon Change in Control.**If the Bank’s usual certified public accountantsdetermine that any payment by the Bank or the Company to or for the benefit of the Executive(whether paid or payable pursuant to the terms of this Agreement or otherwise) (the “Payment”)would be nondeductible by the Bank or the Company for Federal Income Tax purposes because ofSection 280G of the Internal Revenue Code of 1986, as amended (the “Code), then the aggregatepresent value of amounts payable to or for the benefit of the Executive pursuant to this Agreement(the “Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The“Reduced Amount” means an amount expressed in present value, determined in accordance with Section280G(d)(4) of the Code, which maximizes the present value of all
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Agreement Payments without causing any Payment to be nondeductible by the Bank or the Companybecause of Section 280G of the Code.     **4. Term.**Unless earlier terminated by mutual agreement of the Company and the Executive, thisAgreement shall terminate upon the earliest of (a) the termination of the Executive’s employmentwith the Bank and the Company for any reason prior to a Change in Control; or (b) five (5) yearsfrom the date of a Change in Control. Obligations under Section 2 of this Agreement created priorto termination shall survive termination.     **5. Termination Prior To Change in Control.**Notwithstanding anything in this agreement to thecontrary, if a Change in Control occurs and (i) if the Executive’s employment with the Company orthe Bank is terminated prior to the date on which Change in Control occurs, and if the terminationof employment (a) was at the request or suggestion of a 3rd party who has taken steps reasonablycalculated to effect the Change in Control or (b) otherwise arose in connection with or inanticipation of the Change in Control, or (ii) Executive has terminated his employment with Companyand/or Bank for Good Reason prior to Change in Control, then Executive shall be entitled to theIncome Protection Benefits and all other rights and privileges provided by this Agreement.     **6. Successors, Binding Agreements**. a) Any purchaser, successor or assign (whether direct or indirect), to or of all,substantially all, or any material part of the business, properties and assets of theBank and/or the Company shall be bound by the terms of this Agreement, and the Bank andthe Company shall require any such purchaser, successor or assign, by agreement in formand substance
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   satisfactory to Executive, expressly, absolutely and unconditionally to assume andagree to perform this Agreement in the same manner and to the same extent that theBank and the Company would be required to perform if no such succession orassignment had taken place. b) The Bank and the Company each hereby guarantee the timely payment andperformance, when due, of the other’s obligations under this Agreement.  c) This Agreement shall inure to the benefit of and be enforceable by theExecutive’s personal and legal representatives, executives, administrators, successors,heirs, distributees, devisees and legatees.     **7. Exemption from Section 409A.**The Agreement and transactions under this Agreement areintended to be structured in accordance with applicable laws, rules and regulations including, butnot limited to, the short-term deferral exemption under Section 409A of the Internal Revenue Codeand any applicable regulations thereunder.     **8. Notices.**Notices under this Agreement shall be in writing and shall be deemed given whenhand delivered or three (3) days after being mailed by United States registered or certified mail,return receipt requested, postage prepaid, as follows:         If to the Company Fentura Financial, Inc.    or the Bank: 175 N. Leroy St.      PO Box 725      Fenton, MI 48430-0725           If to the Executive: Mr. Ronald L. Justice      6440 Lahring Rd.      Gaines, MI 48436       or to such other address as either party may designate.
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     **9. At Will Employment Preserved.**This Agreement is intended only to provide an economicbenefit for Executive if his employment with the Bank or the Company is terminated under thecircumstances described herein. Even though this economic benefit may be payable, Executive’semployment with the Bank and the Company shall continue to be “at will,” and the Bank, the Companyor the Executive may terminate Executive’s employment with the Bank or the Company at any time,with or without cause. Further, the existence of this Agreement and the economic benefits hereinprovided shall not contradict, override, supersede or in any way detract from or affect the “atwill” employment status of any other employee of the Bank or the Company. The employment terms setforth in the Bank’s employee handbook or employee manual, as they may be in effect from time totime, shall control.     **10. Miscellaneous.** **a)** **Modification; Waiver.**This Agreement may be modified, waived or dischargedonly in, and limited to the extent specifically set forth in, a written document signedby the Executive and the Company.  **b)** **Validity.**The invalidity or unenforceability of any provision of thisAgreement shall not affect the validity or enforceability of any other provision ofthis Agreement, which shall remain in full force and effect.  **c)** **Governing Law.**This Agreement shall be governed in all respects according tothe laws of the State of Michigan.  **d)** **Entire Agreement.**This Agreement contains the entire understanding of theparties concerning the Executive’s severance compensation
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   opportunities. This Agreement supersedes and controls over the Executive’s March20, 1997 Severance Compensation Agreement with the Company and the Bank as well asExecutive’s July 24, 2008 Severance Compensation Agreement with the Company and WestMichigan Community Bank. This Agreement does not supersede Executive’s FenturaFinancial, Inc. Confidentiality and Shareholder Protection Agreement dated July 16,2003.      **COMPANY:**