CONSULTING AGREEMENT


     THIS AGREEMENT, made effective as of September 15,
1999 between NORTH COUNTRY FINANCIAL CORPORATION (the
"Company"), with its principal executive offices at 130
South Cedar Street, Manistique, Michigan, and RONALD G.
FORD ("Executive").

                       RECITALS

     Executive has over 22 years of experience with the
Company, NORTH COUNTRY BANK & TRUST (the "Bank"),
and/or their affiliates and is currently employed as
Chairman of the Board and Chief Executive Officer of
the Company and the Bank.  Executive possesses intimate
knowledge of the business and affairs of the Company,
the Bank, and their affiliates and their respective
policies, markets and financial and human resources.
By virtue of his employment, Executive has acquired
certain confidential information and data (as described
further herein) with respect to the Company, the Bank,
and their affiliates.

     The Company and the Bank desire to assure the
continued services of Executive on their own behalf
and/or on behalf of their affiliates following
termination of his employment by the Company and the
Bank for the period provided in this Agreement, and
Executive is willing to continue to provide certain
services to the Company, the Bank, and/or their
affiliates for such period, upon the terms and
conditions hereinafter set forth.  In addition, the
Company and the Bank wish to prevent Executive from
competing with them for the period provided in this
Agreement and Executive is willing to consent to such a
limitation.

     NOW, THEREFORE, in consideration of the premises
and the mutual covenants herein contained, the parties
agree as follows:

     1.   Consulting.  As of the Retirement Date, as
defined herein, Executive agrees to provide the
services described in Paragraph 3 hereof for the period
stated in Paragraph 2 hereof, subject to the other
terms and conditions herein provided.  For the purposes
of this Agreement, "Retirement Date" means the day
after the date the Executive leaves the full-time
employ of the Company other than because of death or
Disability (as defined in Paragraph 5A hereof).

     2.   Term.  The term shall commence as of the
Retirement Date and shall continue until the tenth
anniversary of such date, unless this Agreement is
sooner terminated as hereinafter set forth (the
"Term").

     3.   Duties.  During the Term, Executive shall
devote his best efforts and such of his business time,
attention, skill and efforts as he deems necessary to
consult with the executive officers of the Company and
the Bank with respect to such matters as may be
reasonably requested by the Company and the Bank;
provided, however, that nothing in this Agreement shall
preclude Executive from devoting reasonable periods
required for serving as a director or consultant to any
business organization which does not involve a material
conflict of interest

<PAGE>

with the Company's business, from
engaging in charitable and community activities, and
from managing his personal investments.  The parties
hereto acknowledge and agree that (i) Executive shall
be free to reside and work at the geographical location
of his choice, (ii) in most circumstances, Executive
may respond to the Company's requests for his services
by telephone, mail, facsimile or similar means of
communication, (iii) in requiring Executive's services
hereunder, the Company shall consider the reasonable
convenience of Executive and the demands of his other
commitments and shall require his physical attendance
at meetings and events remote from his residence only
in matters for which Executive's presence is essential;
(iv) the conduct and control of the consulting services
to be performed hereunder shall be the sole
responsibility of Executive, and (v) the Company shall
have no power to direct or dictate Executive's schedule
or the hours during which he shall be required to
perform consulting services hereunder.  The Company
hereby acknowledges and agrees that Executive shall
continue to receive compensation and benefits pursuant
to this Agreement as set forth in Paragraph 4 hereof
notwithstanding the failure or refusal of the Company
to request the performance of consulting services by
Executive hereunder.  The Company may terminate this
Agreement only for Cause as set out in Paragraph 5B
hereof.

     4.   Compensation.  As compensation for the
services to be provided pursuant to this Agreement,
Executive shall receive from the Company or its
affiliates the compensation, expense reimbursement and
other benefits set forth below:

          A.   Cash Compensation.  The Company will pay
     to Executive Seven Thousand Dollars ($7,000.00)
     per month for the Term.  The payments shall be
     made on a monthly basis in arrears.

          B.   Reimbursement of Expenses.  The Company
     shall pay or reimburse Executive for all
     reasonable travel and other expenses incurred by
     Executive in the performance of his duties
     hereunder.  Upon the Executive's request, the
     Company shall, during the Term and at its expense,
     furnish Executive with secretarial services and
     office space sufficient for the Executive to
     perform his duties hereunder at a location
     mutually convenient for the Company and the
     Executive.

          C.   Benefits.  For the Term, the Company
     shall continue to provide medical and dental
     benefits to the Executive and/or the Executive's
     spouse and dependents at the Company's expense in
     accordance with the most favorable plans,
     practices, programs or policies of the Company and
     its affiliated companies applicable generally to
     other peer executives who are active employees and
     their spouse and dependents as in effect from time
     to time thereafter; provided, however, that (1) if
     the Executive becomes reemployed with another
     employer and is eligible to receive medical or
     other benefits under another employer provided
     plan, the medical and other benefits described
     herein shall be secondary to those provided under
     such other plan during such applicable period of
     eligibility, provided that the aggregate coverage
     of the combined benefit plans is no less favorable
     to the Executive, in terms of amounts, deductibles
     and costs to him, than the coverage required
     hereunder, and (2) that if the Executive and/or
     the Executive's spouse qualifies for coverage by
     Medicare or any successor program, the Company may require

<PAGE>

     that the Executive and/or the Executive's
     spouse fully participate in Medicare and pay the
     premiums therefor personally.

          D.   Company Car.  The Executive shall have
     the right to purchase the car provided to him by
     the Company or its affiliates during the twelve
     (12) month period immediately preceding the
     Retirement Date (or a comparable car acceptable to
     the Executive if such car is no longer owned by
     the Company or its affiliates), at the book value
     thereof on the Retirement Date, exercisable within
     thirty (30) days after the Retirement Date.  If
     the car is not purchased, Executive shall return
     the car to the Company.

     5.   Consequences of Executive's Death or
          Disability, Voluntary Termination or
          Termination by the Company for Cause.

          A.   Death or Disability.  Executive's
     obligations under this Agreement shall terminate
     upon the death or Disability of Executive.  The
     Company's obligations to pay the cash compensation
     discussed in Paragraph 4A shall also terminate
     upon the death or Disability of Executive.  The
     Company will have the obligation to reimburse the
     Executive for expenses allowed under Paragraph 4B
     hereof which were incurred prior to the date of
     death or Disability.  Thereafter, the Company's
     obligations under Paragraph 4B will cease.  The
     health benefits discussed in Paragraph 4C will
     continue for ten years from the Retirement Date,
     notwithstanding the death or Disability of
     Executive or, if shorter, until the death of the
     last to die of the Executive or his spouse.  For
     purposes of this Agreement, the Executive shall
     have suffered a "Disability" if he is disabled
     within the meaning of the Company's long-term
     disability plan.  If the Company does not have
     such a plan, the Executive shall have suffered a
     "Disability" if he is unable to perform his duties
     with or without reasonable accommodation for
     ninety (90) consecutive business days or one
     hundred twenty (120) business days in the
     aggregate during a 365-day period as a result of
     incapacity due to mental or physical illness which
     is determined to be total and permanent by a
     physician selected by the Company or its insurers
     and acceptable to the Executive or the Executive's
     legal representative, provided if the parties are
     unable to agree, the parties shall request that
     the President of the Schoolcraft County Medical
     Society choose such physician.

          B.   Termination by the Company for Cause.
     The Company may terminate the Executive's
     employment hereunder for Cause.  There will be
     Cause for termination under any of the following
     circumstances:  (i) any act of Personal Dishonesty
     (as hereinafter defined) by the Executive; (ii)
     any act of Willful Misconduct (as hereinafter
     defined) by the Executive; (iii) any act by the
     Executive constituting a breach of his fiduciary
     duty to the Company which results or is intended
     to result in gain to, or personal enrichment of,
     the Executive at the Company's expense; or (iv)
     any breach by Executive of Paragraph 6A through 6D
     of this Agreement (noncompetition, confidential
     information, and nonsolicitation).  For purposes
     of this Agreement:  "Personal Dishonesty" means
     conduct on the part of the Executive which evinces
     a want of integrity or an intentional breach of
     trust and which directly causes (or the Board of
     Directors determines is reasonably likely

<PAGE>

     to cause) material injury to the Company; and
     "Willful Misconduct" means conduct on the part of
     the Executive which evinces a deliberate disregard
     of the interest of the Company and which causes
     (or the Board of Directors determines is
     reasonably likely to cause) material injury to the
     Company.  Executive acknowledges and agrees that
     after the Termination Date, he shall no longer be
     entitled to receive any of the compensation
     provided under Paragraph 4 hereof but that
     Paragraphs 6A through 6D hereof shall continue to
     apply to the extent provided therein.

          C.   Termination by Executive.  Executive may
     terminate this Agreement at any time by giving
     ninety (90) days' prior written notice to the
     Company.  In such event, Executive shall receive
     no further compensation hereunder after the
     Termination Date as defined herein.  After the
     Termination Date, the provisions of Paragraphs 6A
     through 6D hereof shall continue to apply to the
     extent provided therein.  The term "Termination
     Date" shall mean (A) the date the Company notifies
     the Executive that his duties hereunder are being
     terminated for Cause; (B) the day after expiration
     of the ninety (90) day period specified in
     Paragraph 5C if this Agreement is terminated by
     the Executive pursuant to Paragraph 5C unless the
     Executive and the Company agree on an earlier
     date; provided, however, that (1) any such Notice
     of Termination shall be given in accordance with
     Paragraph 5D hereof, and (2) if a dispute exists
     concerning the termination, the Termination Date
     shall be the date on which the dispute is finally
     settled, either by mutual written agreement of the
     parties, or by arbitration as provided in
     Paragraph 7F hereof.

          D.   Termination Notice and Procedure.  Any
     termination by the Company for Cause as provided
     under Paragraph 5B hereof or by Executive as
     provided under Paragraph 5C hereof, shall be made
     by written Notice of Termination to the other
     party delivered by hand or certified mail (postage
     prepaid), return receipt requested, addressed, if
     to the Company, at its main office at 130 South
     Cedar Street, Manistique, Michigan, or if to the
     Executive, at the address set forth on the
     signature page of this Agreement (or such other
     address as shall be specified in writing by either
     party to the other).  Any such Notice of
     Termination shall be made in accordance with the
     following procedures:

               (i)   Any Notice of Termination for
          Cause under Paragraph 5B shall indicate the
          specific termination provision in this
          Agreement relied upon and shall set forth in
          reasonable detail the facts and circumstances
          alleged to provide a basis for termination.
          Any termination of employment by Executive
          under Paragraph 5C shall state such fact
          therein.

               (ii)   Any Notice of Termination by the
          Company for Cause under Paragraph 5B hereof
          shall be approved by a resolution duly
          adopted by a majority of the Directors of the
          Company (or any successor corporation) then
          in office, specifying in detail the basis for
          such termination.

               (iii)   In the event of a purported
          termination by the Company for Cause, if
          within thirty (30) days following the date of
          receipt of the Notice of Termination, one
          party notifies the other that a dispute
          exists concerning the basis for

<PAGE>
          termination, this Agreement shall not be terminated
          until the dispute is finally resolved either by
          mutual written agreement of the parties, or
          by arbitration as provided in Paragraph 7F hereof.


     6.   Obligations of Executive During and After the Term.

          A.   Competition.  Executive agrees that
     during the Term, and for the two-year period
     following the Term, he shall not, either directly
     or indirectly as an agent, stockholder, employee,
     officer, director, trustee, partner, member,
     proprietor or otherwise, render advice or
     assistance to (other than on behalf of the
     Company) or be employed by or render services to
     any person, company, business entity, or other
     organization which is engaged in the business of
     commercial banking within a sixty (60) mile radius
     of any branch office of the Bank or any other
     affiliated entity of the Company.  The Company,
     Bank and any other affiliated entity of the
     Company are hereafter referred to as the "Company
     Affiliated Group."

          B.   Confidential Information.  The Executive
     shall not make any Unauthorized Disclosure.  For
     purposes of this Agreement, "Unauthorized
     Disclosure" shall mean disclosure by the Executive
     without the consent of the Board of Directors to
     any person, other than an employee of the Company
     Affiliated Group or a person to whom disclosure is
     reasonably necessary or appropriate in connection
     with the performance by the Executive of his
     duties hereunder or as may be legally required, of
     any confidential information obtained by the
     Executive while rendering services to the Company
     Affiliated Group (including, but not limited to,
     any confidential information with respect to any
     of the Company Affiliated Group's customers or
     methods of operation) the disclosure of which he
     knows or has reason to believe will be materially
     injurious to the Company Affiliated Group;
     provided, however, that such term shall not
     include the use or disclosure by the Executive,
     without consent, of any information known
     generally to the public (other than as a result of
     disclosure by him in violation of this Paragraph
     6B) or any information not otherwise considered
     confidential by a reasonable person engaged in the
     same business as that conducted by the Company
     Affiliated Group.

          C.   Solicitation of Employees.  The
     Executive will not, during the Term and for the
     two-year period following the Term, directly or
     indirectly, induce, solicit, entice or procure any
     person who is an employee of the Company
     Affiliated Group, or has been such an employee
     within the three months preceding such contact by
     Executive, to terminate his or her employment with
     the Company Affiliated Group so as to accept
     employment with any person, company, business
     entity, or other organization whatsoever in which
     the Executive owns, directly or indirectly, at
     least a 5% equity interest or from which the
     Executive receives compensation.

          D.   Solicitation of Customers.  During the Term and
     for the two-year period following the Term, the
     Executive will not, directly or indirectly, contact any
     customer or prospective customer of the Company
     Affiliated Group with whom the Executive has had
     contact on behalf of the Company Affiliated Group
     during the two-year period preceding

<PAGE>

     the date of
     termination of the Term or any customer or prospective
     customer about whom the Executive has obtained
     confidential information in connection with the
     Executive's services to the Company Affiliated Group
     during such two-year period so as to cause or attempt
     to cause such customer or prospective customer of the
     Company Affiliated Group not to do business or to
     reduce such customer's business with the Company
     Affiliated Group or divert any business from the
     Company Affiliated Group.

          E.  Enforcement of Covenants.  The Executive
     recognizes that irreparable and incalculable
     injury will result to the Company Affiliated
     Group, its businesses or properties in the event
     of his breach of any of the restrictions imposed
     by this Section 6.  The Executive therefore agrees
     that, in the event of any such actual, impending
     or threatened breach, the Company or any affiliate
     thereof will be entitled, in addition to any other
     remedies and damages, to temporary and permanent
     injunctive relief (without the necessity of
     posting a bond or other security) restraining the
     violation, or further violation, of such
     restrictions by the Executive and by any other
     person or entity for whom the Executive may be
     acting or who is acting for the Executive or in
     concert with the Executive.

     7.   General Provisions.

          A.   Successors and Assigns.  (i) This
     Agreement shall be binding upon and shall inure to
     the benefit of the Company, its successors and
     assigns, and the Company shall require any
     successor or assign (whether direct or indirect,
     by purchase, merger, consolidation or otherwise)
     to expressly assume and agree to perform this
     Agreement in the same manner and to the same
     extent that the Company would be required to
     perform if no such succession or assignment had
     taken place.  The term "Company" as used herein
     shall include such successors and assigns.  The
     term "successors and assigns" as used herein shall
     mean a corporation or other entity acquiring all
     or substantially all the assets and business of
     the Company (including this Agreement) whether by
     operation of law or otherwise.

               (ii)  Neither this Agreement nor any
     right or interest hereunder shall be assignable or
     transferable by the Executive, nor shall
     Executive's rights hereunder be subject to
     encumbrance or to the claims of the Executive's
     creditors.  This Agreement and all rights of the
     Executive hereunder shall inure to the benefit of
     and be enforceable by Executive's personal or
     legal representatives, Estate, executors,
     administrators, heirs and beneficiaries.

          B.   Enforcement.  The provisions of this
     Agreement shall be regarded as divisible, and if
     any of said provisions or any part hereof are
     declared invalid or unenforceable by a court of
     competent jurisdiction, the validity and
     enforceability of the remainder of such provisions
     or parts hereof and the applicability thereof
     shall not be affected thereby.

          C.   Amendment.  This Agreement may not be
     amended or modified except by written instrument
     executed by the Company and Executive.

<PAGE>

          D.   Independent Contractor.  The parties
     hereto acknowledge and agree that Executive shall
     be an independent contractor during the Term and
     that he shall not be deemed an employee of the
     Company.  In acknowledging that he is providing
     services as an independent contractor, Executive
     acknowledges and agrees that, except as
     specifically provided in Paragraph 4 hereof, he
     shall not be entitled to participate in any
     insurance, qualified or nonqualified benefit plans
     or other fringe benefits provided by the Company
     to its employees and that, except as required by
     federal, state or local law, the Company shall not
     be required to withhold nor shall the Company
     withhold any income, social security, unemployment
     or other taxes or similar payments from the
     amounts payable to Executive hereunder.  In the
     event the Company shall be required by law to
     withhold any such taxes or payments from amounts
     payable to Executive under Paragraph 4 hereof, the
     amounts payable to Executive thereunder shall be
     reduced accordingly.

          E.   Governing Law.  This Agreement and the
     rights and obligations hereunder shall be governed
     by and construed in accordance with the internal
     laws of the State of Michigan without giving
     effect to its principles of conflicts of laws.

          F.   Arbitration.  Any controversy or claim
     arising out of or relating to this Agreement, or
     the breach thereof, other than a controversy or
     claim arising in connection with Section 6 hereof
     (the noncompetition, confidentiality and
     nonsolicitation provisions) where the Company is
     seeking injunctive relief, shall be settled
     exclusively by arbitration by a single arbitrator
     mutually agreed to by the disputing parties in
     accordance with the Commercial Arbitration Rules
     of the American Arbitration Association as then in
     effect.  Such arbitration will be held in
     Manistique, Michigan or such other place as is
     mutually agreed to by the disputing parties.
     Judgment on the award rendered by the arbitrator
     may be entered in any court having jurisdiction
     thereof.  The arbitrator may award costs and
     reasonable attorneys' fees to the prevailing party
     in such an arbitration.

          G.   Notice.  Notices given pursuant to this
     Agreement shall be in writing and shall be
     considered to be given and received in all
     respects when personally delivered, when
     transmitted by facsimile or on the second business
     day following the date deposited in the United
     States mail, certified mail, postage pre-paid,
     return receipt requested, addressed to the parties
     as set forth below or at such other address as
     each party may specify by notice to the other
     party, or in the case of a facsimile, to the
     facsimile number indicated:

        If to Company:   North Country Financial Corporation
                         130 South Cedar Street
                         Manistique, Michigan  49854
                         Attention:  President
                         Facsimile:  906.341.8702

<PAGE>

        If to Executive: HC 01, Box 3288A
                         Manistique, Michigan  49854
                         Attention:  Ronald G. Ford
                         Facsimile:  906.341.5992

          H.   No Waiver.  No waiver by either party at
     any time of any breach of the other party of, or
     compliance with, any condition or provision of
     this Agreement to be performed by the other party
     shall be deemed a waiver of similar or dissimilar
     provisions or conditions at the same time or any
     prior or subsequent time.

          I.   Headings.  The headings herein contained
     are for reference only and shall not affect the
     meaning or interpretation of any provision of this
     Agreement.

     IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first above
written.



                         NORTH COUNTRY FINANCIAL CORPORATION:



                         By:  /s/  Paulette M. Demers
                            ------------------------------
                         Title:  Secretary


                        EXECUTIVE:



                           /s/  Ronald G. Ford
                         ---------------------------------
                         Ronald G. Ford