FENTURA FINANCIAL, INC. INCENTIVE SUPPLEMENTAL EXECUTIVE RETIREMENT FOR DANIEL WOLLSCHLAGER

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

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.

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.

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 5 ^th 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

$0

$35,000

$70,000

$105,000

$140,000

$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 5 ^th anniversary of Executive’s date of hire, October 20, 2013.

2.3

Disability Benefit . If the Executive’s Disability results in Separation from Service prior to the 5 ^th 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

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

Date of Separation from Service

Amount of Benefit

$0

$35,000

$70,000

$105,000

$140,000

$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.

2.5

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.

3.1

Death During Active Service . If the Executive dies while in the active service of the Company, prior to the 5 ^th 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.

3.2

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.

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 sa