Fentura Financial, Inc. AMENDED AND RESTATED NONQUALIFIED DEFERRED COMPENSATION PLAN

Exhibit 10.1

Fentura Financial, Inc.
AMENDED AND RESTATED
NONQUALIFIED DEFERRED COMPENSATION PLAN

     Effective January 1, 2004, Fentura Financial, Inc., a Michigan corporation, (the “Company”) adopted the Fentura Financial, Inc. Nonqualified Deferred Compensation Plan (the “Plan”) for the purpose of providing deferred compensation to certain officers of the Company and its affiliates. The Plan is hereby amended and restated, effective January 1, 2005, in order to comply with the applicable provisions of the American Jobs Creation Act of 2004.

1. Administration

     The Plan shall be authorized by the Company’s Board of Directors and administered by the Board’s Compensation Committee (hereinafter “Committee”). Subject to the provisions of the Plan, the Committee shall have exclusive power to determine the amount of deferred compensation to be granted hereunder, the officers eligible for grants and the time or times when deferred compensation will be granted.

     The Committee shall have authority to interpret the Plan, to adopt and revise rules and regulations relating to the Plan, to determine the conditions subject to which any deferred compensation may be made or payable, and to make any other determinations which it believes necessary or advisable for the administration of the Plan. Determinations by the Committee shall be made by majority vote and shall be final and binding on all parties with respect to all matters relating to the Plan.

2. Grants

     Deferred compensation shall be granted in the Committee’s sole discretion to such officers of the Company and its affiliates who shall hereafter be referred to as the “Participant,” in accordance with the following method. The Committee will review the financial performance of the Company and its affiliates on an annual basis following the end of the calendar year. Deferred compensation may then be granted under the Plan in such percentage of a Participant’s Annual Compensation as the Committee deems appropriate. The percentage may vary from Participant to Participant and from year to year in the sole discretion of the Committee. For purposes of the Plan, the term “Annual Compensation” shall mean the Participant’s base salary in effect for the calendar year to which the deferred compensation grant relates.

3. Account

     Deferred compensation granted to the Participant under the Plan shall be credited to a deferred compensation account (the “Account”) established and maintained for such Participant. The Account shall be the record of deferred compensation granted to him under the Plan, is solely for accounting purposes and shall not require a segregation of any Company assets. The Account shall be valued by the Committee in the manner provided in Section 6.

4. Vesting and Forfeiture of Deferred Compensation

     (a) The Participant shall vest in his Account according to the following schedule:

     (b) Solely for purposes of determining vesting under the Plan, the Participant shall receive one Year of Service Credit for each year of service credited under the Fentura Financial, Inc. Employee Deferred Compensation and Stock Ownership Plan, including service earned prior to the Plan’s effective date.

     (c) Notwithstanding the provisions of Paragraph (a) above, all deferred compensation credited to a Participant’s Account shall be forfeited and of no value and void, and no payment whatsoever shall be owing to the Participant in the event the Participant: (i) is convicted of or pleads no contest to either a felony or a misdemeanor showing moral turpitude; (ii) violates the Company’s Code of Conduct; (iii) violates the Company’s Conflict of Interest Policy; (iv) violates the Company’s Confidentiality and Shareholder Protection Agreement; (v) continues to perform his duties in an unacceptable manner after receiving a thirty day written notice of his deficiencies; or (vi) engages in conduct that materially injures the Company. In addition, in the event payments have begun under the Plan, all remaining unpaid amounts shall be forfeited upon the occurrence of any of the foregoing events.

     (d) Death or Disability of the Participant shall not trigger full vesting. For purposes of the Plan, “Disability” shall mean a condition such that the participant (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 participant’s employer. Disability shall also include any other condition described in Section 409A of the Code, or the regulations promulgated thereunder.

5. Payment for Deferred Compensation

     (a) Upon the Separation from Service of the Participant and if the Participant has not forfeited his Account under Paragraph 4(c) above, the Participant shall be entitled to receive the vested amount in his Account in accordance with 5(b) below. For purposes of the Plan, “Separation from Service” shall mean the termination of the Participant’s employment with the Company for reasons other than death or Disability. A termination of employment will be presumed to constitute a Separation from Service if the Participant continues to provide services as an employee of the Company in an annualized amount that is less than 20% of the services rendered, on average, during the immediately preceding three years of employment (or, if employed less than three years, such lesser period). The Participant will be presumed to have not incurred a Separation from Service if the Participant continues to provide services to the Company in an annualized amount that is 50% or more of the services rendered, on average, during the immediately preceding three years of employment (or if employed less than three years, such lesser period). A Separation from Service will not have occurred if immediately following the Participant’s

termination of employment, the Participant becomes an employee of any affiliate of the Company, unless the services t