EX-101 INSTANCE DOCUMENT

EXHIBIT 10.2

DONALD GRILL
Supplemental Executive Retirement Agreement

FENTURA FINANCIAL, INC.
INCENTIVE SUPPLEMENTAL EXECUTIVE RETIREMENT
AGREEMENT
FOR DONALD GRILL

     This SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) is adopted this 28^th day of June, 2011, by and among THE STATE BANK, a state chartered commercial bank located in Fenton, Michigan, FENTURA FINANCIAL, INC., a Michigan corporation (the “Company”), and DONALD GRILL (the “Executive”).

BACKGROUND

     On May 20, 1999, the Bank, the Company and the Executive entered into the Incentive Supplemental Executive Retirement Agreement, such agreement being amended and restated on March 10, 2006, subsequently amended March 16, 2007, and subsequently amended and restated October 23, 2008 (the “Prior Agreements”). The Company and the Executive now wish to amend and restate the Prior Agreement for the purpose of reflecting that the liability for paying benefits provided under this agreement continues to be borne directly by the Bank, as well as indirectly by the Company. This new Agreement shall rescind and replace the Prior Agreements.

     The parties intend this Amended and Restated Agreement to be a material modification of the Prior Agreement such that all amounts earned and vested prior to December 31, 2004 shall be subject to the provisions of Section 409A of the Code and the regulations promulgated thereunder.

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 Bank and the Company. 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

“Accrual Balance” means the liability that should be accrued by the Bank, under Generally Accepted Accounting Principles (“GAAP”), for the Banks obligation to the

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Supplemental Executive Retirement Agreement

		Executive under this Agreement, by applying Accounting Principles Board Opinion Number 12 (“APB 12”) as amended by Statement of Financial Accounting Standards Number 106 (“FAS 106”) and the Discount Rate. Any one of a variety of amortization methods may be used to determine the Accrual Balance. However, once chosen, the method must be consistently applied. The Accrual Balance shall be reported annually by the Bank to the Executive.
1.2		“Affiliate” means any company which is a member of the Controlled Group.
1.3		“Base Salary” shall mean the annual cash compensation relating to services performed during any calendar year, excluding distributions from nonqualified deferred compensation plans, bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, and other fees, and automobile and other allowances paid to an Executive for employment services rendered (whether or not such allowances are included in the Executive’s gross income). Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Executive pursuant to all qualified or non-qualified plans of the Company and shall be calculated to include amounts not otherwise included in the Executive’s gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by the Company; provided, however, that all such amounts will be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Executive.
1.4		“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.
1.5		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.
1.6		“Board” means the Board of Directors of the Company as from time to time constituted.
1.7		“Change in Control” means a change in the ownership or effective control of the Company or Affiliate that employs Executive, or in the ownership of a substantial portion of the assets of the Company or Affiliate that employs Executive, as such change is defined in Section 409A of the Code and regulations thereunder.
1.8		“Code” means the Internal Revenue Code of 1986, as amended.
1.9		“Company” means Fentura Financial, Inc., a registered bank holding company under the Bank Holding Company Act of 1956, as amended.
1.10		“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

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Supplemental Executive Retirement Agreement

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 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.

1.11		“Discount Rate” means the rate used by the Plan Administrator for determining the Accrual Balance. The initial Discount Rate is six percent (6%). However, the Plan Administrator, in its discretion, may adjust the Discount Rate to maintain the rate within reasonable standards according to GAAP and/or applicable bank regulatory guidance.
1.12		“Early Termination” means Separation from Service before Normal Retirement Age for reasons other than death, Disability, Termination for Cause, or within twelve (12) months following a Change in Control.
1.13		“Effective Date” means January 15, 1999.
1.14		“Normal Retirement Age” means the Executive attaining age sixty five (65).
1.15		“Normal Retirement Date” means the later of Normal Retirement Age or Separation from Service.
1.16		“Plan Administrator” means the plan administrator described in Article 6.
1.17		“Plan Year” means the calendar year.
1.18		“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

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Supplemental Executive Retirement Agreement

		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.

1.19		“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.
1.20		“Termination for Cause” has that meaning set forth in Article 5.
1.21		“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

Normal Retirement Benefit. Upon the Normal Retirement Date, the Bank shall distribute to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Article.

	2.1.1		Amount of Benefit. The annual benefit under this Section 2.1 is twenty-five percent (25%) of the Executive’s Base Salary at the Normal Retirement Date.
	2.1.2		Distribution of Benefit. The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on within thirty (30) days following the Normal Retirement Date. The annual benefit shall be distributed to the Executive for fifteen (15) years.

2.2

Early Termination Benefit. Upon the Executive’s Early Termination, the Bank shall distribute to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

2.2.1

Amount of Benefit. The benefit under this Section 2.2 is the Accrual Balance determined as of the month preceding Separation from Service, subject to the following vesting schedule:

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Supplemental Executive Retirement Agreement

Age		Vested Percentage
Less than 55			0	%
55			50	%
56			60	%
57			70	%
58			80	%
59			90	%
60 or greater			100	%

2.2.2

Distribution of Benefit. The Bank shall distribute the benefit to the Executive in one hundred eighty (180) consecutive equal monthly installments commencing within thirty (30) days following the Executive’s Separation from Service. On December 31 of each Plan Year during the applicable installment period, the Bank shall credit interest on the unpaid Accrual Balance at an annual rate equal to the Merrill Lynch High Grade Long Term Bond rate as published in the Wall Street Journal on the first business day of that Plan Year, compounded monthly.

2.3

Disability Benefit. If the Executive’s Disability results in Separation from Service prior to Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Article.

	2.3.1		Amount of Benefit. The benefit under this Section 2.3 is one hundred percent (100%) of the Accrual Balance determined as of the end of the month preceding Separation from Service.
	2.3.2		Distribution of Benefit. The Bank shall distribute the benefit to the Executive in one hundred eighty (180) consecutive equal monthly installments commencing within thirty (30) days following the Executive’s Separation from Service. On December 31 of each Plan Year during the applicable installment period, the Bank shall credit interest on the unpaid Accrual Balance at an annual rate equal to the Merrill Lynch High Grade Long Term Bond rate as published in the Wall Street Journal on the first business day of that Plan Year, compounded monthly.

2.4

Change in Control Benefit. Upon a Change in Control, followed within twelve (12) months by the Executive’s Separation from Service for reasons other than death, Disability, or Early Termination, the Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.

2.4.1

Amount of Benefit. The benefit under this Section 2.4 is the Normal Retirement Benefit described under Section 2.1, calculated as if the date of Separation from Service following Change in Control was the Normal Retirement Date.

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Supplemental Executive Retirement Agreement

	2.4.2		Distribution of Benefit. The Bank shall distribute the benefit to the Executive in a lump sum within sixty (60) days following Separation from Service.
	2.4.3		Excess Parachute Payment Gross-up. If it is determined, in the opinion of the Bank’s independent accountants, in consultation, if necessary, with the Bank’s independent legal counsel, that any amount paid under this Agreement in connection with a Termination Upon Change of Control, either separately or in conjunction with any other payments, benefits and entitlements received by the Executive in respect of a Change of Control hereunder or under any other plan or agreement under which the Executive participates or to which he is a party, would constitute an “Excess Parachute Payment” within the meaning of Section 280G of the Internal Revenue of 1986, as amended (the “Code”), and would thereby be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then in such event, the Bank shall pay to the Executive a “grossing-up” amount equal to the amount of such Excise Tax, plus all federal and state income or other taxes with respect to the payment of the amount of such Excise Tax, including all such taxes with respect to any such grossing-up amount. If, at a later date, the Internal Revenue Service assesses a deficiency against the Executive for the Excise Tax which is greater than that which was determined at the time such amounts were paid, then the Bank shall pay to the Executive the amount of such unreimbursed Excise Tax, plus any interest, penalties and reasonable professional fees or expenses incurred by the Executive as a result of such assessment, including all such taxes with respect to any such additional amount. The highest marginal tax rate applicable to individuals at the time of the payment of such amounts will be used for purposes of determining the federal and state income and other taxes with respect thereto. The Bank shall withhold from any amounts paid under this Agreement the amount of any Excise Tax or other federal, state or local taxes then required to be withheld. Computations of the amount of any grossing-up supplemental compensation paid under this Section shall be conclusively made by the Bank’s independent accountants, or other independent accountants retained by the Bank, in consultation, if necessary, with the Bank’s independent legal counsel. If, after the Executive receives any gross-up payments or other amount pursuant to this Section, the Executive receives any refund with respect to the Excise Tax, the Executive shall promptly pay the Bank the amount of such refund within ten (10) days of receipt by the Executive, on a grossed-up basis. If the Bank deems it necessary or advisable to contest or appeal any assessment, or determination made by the Internal Revenue Service relating to the imposition of an Excise Tax as described herein (an “Excise Tax Contest/Appeal”), the Executive covenants and agrees to reasonably cooperate with the Bank in connection with the Excise Tax Contest/Appeal; provided, however, that the Bank shall be responsible for all professional costs and expenses incurred by the Executive in connection with such Excise Tax Contest/Appeal.

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Supplemental Executive Retirement Agreement

2.5		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.
2.6		Distributions Upon Income Inclusion Under Section 409A of the Code. Upon the inclusion of any portion of the vested Accrual Balance 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 Bank shall distribute such portion of the vested Accrual Balance 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 prior to a Separation from Service, the Bank 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 the greater of (i) the Accrual Balance at the Executive’s date of death, or (ii) six hundred two thousand seven hundred sixty-seven dollars ($602,767).
	3.1.2		Distribution of Benefit. The Bank shall distribute the benefit to the Beneficiary in one hundred eighty (180) consecutive equal monthly installments commencing within thirty (30) days following receipt by the Bank of the Executive’s death certificate. On December 31 of each Plan Year during the applicable installment period, the Bank shall credit interest on the unpaid Accrual Balance at an annual rate equal to the Merrill Lynch High Grade Long Term Bond rate as published in the Wall Street Journal on the first business day of that Plan Year, compounded monthly.

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 Bank shall distribute to the Beneficiary the remaining benefits at the

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Supplemental Executive Retirement Agreement

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 Bank 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 Bank 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

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Supplemental Executive Retirement Agreement

having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of 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 Bank 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 Bank 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 Bank or 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 Bank 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.

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.

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Supplemental Executive Retirement 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 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.

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Supplemental Executive Retirement Agreement

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;
	(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:

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Supplemental Executive Retirement Agreement

	(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).

Article 8
Amendments and Termination

8.1		Amendments. This Agreement may be amended only by a written agreement signed by the Bank, 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 or to comply with legislative or tax 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. The benefit shall be the Accrual Balance as of the date the Agreement is terminated. 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, the timing of distributions may be modified under the terms of this Agreement in the following circumstances:

(a)

If the Company terminates the Agreement, within thirty (30) days before, or twelve (12) months after a Change in Control, distributions may be made provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements that would be aggregated with this Agreement under Code Section 409A or the regulations thereunder are terminated so that all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements;

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Supplemental Executive Retirement Agreement

	(b)		The Company may terminate the Agreement within 12 months of the Company’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which the Agreement terminates and liquidation occurs; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or
	(c)		The Company may terminate this Agreement and all other arrangements required to be aggregated with this Agreement under Code Section 409A or the regulations thereunder), provided that such termination does not occur proximate to a downturn in the financial health of the Company, and further provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Company does not adopt any new Non-Account Balance Plans for a minimum of three (3) years following the date of such termination. “Non-Account Balance Plans” shall have the same meaning as that contained in Section 409A and the final regulations promulgated thereunder and shall mean any plan that is neither an account balance plan, an equity based plan nor a separation pay arrangement under Treas. Reg. §1.409A(c)(2)(i)(C).

Article 9
Miscellaneous

9.1		Binding Effect. This Agreement shall bind the Executive and the Company and its Affiliates, 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 or its Affiliates, nor does it interfere with the Company’s or its Affiliates’ 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 Bank 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 Bank 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 and the Bank for the distribution of benefits under this Agreement. The benefits represent the mere promise by the Company and the Bank 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 or the Bank 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, the Bank 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, the Bank or the Plan Administrator to perform any act required by this Agreement, the Company, the Bank 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 and the Bank.
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, the Bank 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:

DONALD GRILL
Supplemental Executive Retirement Agreement

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.

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 “Bank” as used in this Agreement shall be deemed to refer to the successor employer of the Executive.

DONALD GRILL
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/Donald Grill		By		/s/ Forrest Shook
Donald Grill				Title Chairman
		BANK:
		THE STATE BANK
		By		/s/ Forrest Shook
				Title Chairman