FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC.
                        2006 STOCK-BASED INCENTIVE PLAN

                                    FORM OF
                             STOCK OPTION AGREEMENT
                              (OUTSIDE DIRECTORS)

     A. STOCK OPTIONS for a total of  ____________  shares of Common Stock,  par
value $0.01 per share, of First Federal of Northern Michigan Bancorp,  Inc. (the
"Company")  are  hereby  granted  to  ___________  (the  "Participant").   Stock
Appreciation  Rights with  respect to a total of  _____________  shares are also
granted to the  Participant  and relate to the Options  granted  hereunder.  The
grant and terms of the Options and Stock Appreciation Rights shall be subject in
all  respects  to the First  Federal of Northern  Michigan  Bancorp,  Inc.  2006
Stock-Based  Incentive  Plan  (the  "Plan").  The  terms  of this  Stock  Option
Agreement are subject to the terms and conditions of the Plan.

     B. The Option  exercise price of Common Stock is $9.65 per share,  the Fair
Market Value (as defined in the Plan) of the Common  Stock on May 17, 2006,  the
date of grant.

     C.  The  Options  granted   hereunder  shall  vest  in  five  equal  annual
installments,  with the  first  installment  becoming  exercisable  on the first
anniversary of the date of grant,  or May 17, 2007, and succeeding  installments
on each  anniversary  thereafter  through  May 17,  2011.  The  Options  granted
hereunder  may be  exercised  for up to ten (10)  years  from the date of grant,
subject to sub-paragraph D below.

     D. If  Participant  ceases to  maintain  service  with the  Company  or its
affiliates,  including  First Federal of Northern  Michigan (the "Bank") for any
reason other than  Disability  (as defined in the Plan),  death,  Retirement (as
defined in the Plan) or  following a Change in Control (as defined in the Plan),
unvested  Options will be forfeited and vested Options will be exercisable for a
period of up to one (1) year following such cessation of service. If Participant
ceases  to  maintain  service  with  the  Bank  or the  Company  due  to  death,
Disability,  Retirement  or  following  a Change  in  Control,  Options  granted
hereunder,  whether or not exercisable at such time, will become  exercisable by
the Participant  (or his/her legal  representative  or beneficiary)  for one (1)
year following the date of  termination of service.  In no event will the period
of exercise extend beyond the expiration of the Option term.

     E. Stock  Appreciation  Rights  ("SARs") are hereby granted with respect to
all  Options  granted  hereunder.  SARs are  granted in tandem  with the Options
granted  hereunder  and the exercise of one will cause the  cancellation  of the
other. If the Participant  exercises SARs, the Participant  will not be required
to pay the exercise  price of the related Option and will be entitled to receive
Common Stock of the Company  equal in value to the  difference  between the Fair
Market Value of the Common Stock on the date of exercise and the exercise  price
of the related Options (which will be cancelled).


     Example:  Participant  receives 1,000 Options and related SARs. The Options
     have an exercise  price of $12.  When the Company  Stock is trading at $18,
     the Participant  exercises 300 SARs.  Because the Participant has exercised
     SARs,  the  Participant  does  not  have to pay  the  exercise  price.  The
     Participant receives 100 shares of the Company stock.

         $18      Common Stock
       - $12      exercise price
         -----------------------
          $6      SAR value
       x 300      SARs exercised
         -----------------------
      $1,800/18   Common Stock = 100 shares

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     F.  Options may not be  exercised if the issuance of shares of Common Stock
of the Company upon such exercise would constitute a violation of any applicable
federal or state securities or other law or regulation.  The  Participant,  as a
condition  to exercise of the Options,  shall  represent to the Company that the
shares of Common Stock of the Company that he acquires pursuant to such exercise
are being  acquired by such  Participant  for  investment and not with a present
view to  distribution  or resale,  unless counsel for the Company is then of the
opinion that such a  representation  is not required under the Securities Act of
1933 or any  other  applicable  law,  regulation,  or  rule of any  governmental
agency.

     G. In the discretion of the Committee,  vested Options may be  transferred,
subject to any limitations on transferability imposed by the Committee.

     H. A copy of the Plan is enclosed and your  attention is invited to all the
provisions  of the Plan.  You will observe that you are not required to exercise
the Options as to any  particular  number or shares at one time, but the Options
must be exercised,  if at all and to the extent exercised,  by no later than ten
years and one day from the date of grant.  The Options may be  exercised  during
such term  only in  accordance  with the terms of the Plan.  In the event of any
inconsistency between this Stock Option Agreement and the Plan, the terms of the
Plan will control.

     I. All exercises of the Options must be made by executing and returning the
Notice of  Exercise  of Stock  Options  attached  hereto as  Exhibit A, and upon
receipt of any shares of Common  Stock upon the  exercise  of any  Options,  the
recipient shall complete and return to the Company the Acknowledgment of Receipt
of Stock Option Shares attached hereto as Exhibit B.

     J. The Participant  acknowledges  receipt of a copy of the First Federal of
Northern Michigan Bancorp,  Inc. 2006 Stock-Based  Incentive Plan and represents
that he is  familiar  with the terms and  provisions  thereof.  The  Participant
hereby accepts the Options subject to all the terms and provisions of such Plan.
The Participant  hereby agrees to accept as binding,  conclusive,  and final all
decisions and  interpretations  of the Committee  established to administer such
Plan upon any questions arising under such plan.

Dated:
      --------------


ATTEST:                                     FIRST FEDERAL OF NORTHERN MICHIGAN
                                            BANCORP, INC.


-----------------------------               ------------------------------------


WITNESS:                                    PARTICIPANT



-----------------------------               ------------------------------------

   This Stock Option Agreement must be executed in duplicate originals, with
     one original retained by the Company and one original retained by the
                                  Participant



                                       2

<page>

                                   EXHIBIT A

                      NOTICE OF EXERCISE OF STOCK OPTIONS
                             (BY OUTSIDE DIRECTORS)

     I hereby  exercise the stock option (the  "Option")  granted to me by First
Federal of Northern  Michigan  Bancorp,  Inc. (the  "Company") or its affiliate,
subject to all the terms and provisions set forth in the Stock Option  Agreement
(the "Agreement") and the First Federal of Northern Michigan Bancorp,  Inc. 2006
Stock-Based  Incentive Plan (the "Plan") referred to therein,  and notify you of
my desire to purchase  __________________  shares of common stock of the Company
("Common Stock") for a purchase price of $_________ per share.

     Enclosed please find (check one):

     ___  Cash, my check in the sum of $_______,  or electronic  funds  transfer
          (EFT) in the sum of $__________ in full payment of the purchase price.

     ___  Stock of the  Company  with a fair  market  value of  $______  in full
          payment of the purchase price.*

     ___  My check in the sum of $_______  and stock of the Company  with a fair
          market value of $______, in full payment of the purchase price.*

     ___  Please sell ______  Shares from my Option  Shares  through a broker in
          full/partial payment of the purchase price.

     I understand that after this exercise,  ____________ shares of Common Stock
remain  subject to the Option,  subject to all terms and provisions set forth in
the Agreement and the Plan.

     I hereby  represent that it is my intention to acquire these shares for the
following purpose:

     ___  investment

     ___  resale or distribution

     Please  note:  if your  intention  is to resell (or  distribute  within the
meaning of Section 2(11) of the  Securities  Act of 1933) the shares you acquire
through  this Option  exercise,  the  Company or  transfer  agent may require an
opinion  of counsel  that such  resale or  distribution  would not  violate  the
Securities Act of 1933 prior to your exercise of such Option.


Dated: ____________, _____.                _____________________________________
                                                 Participant's signature

     * If I elect to  exercise  by  exchanging  shares  I  already  own,  I will
constructively  return  shares  that I already  own to  purchase  the new option
--------------
shares. If my shares are in certificate form, I must attach a separate statement
indicating  the  certificate  number  of the  shares  I am  treating  as  having
exchanged.  If the shares are held in "street  name" by a registered  broker,  I
must provide the Company with a notarized  statement  attesting to the number of
shares  owned  that will be treated as having  been  exchanged.  I will keep the
shares that I already  own and treat them as if they are shares  acquired by the
option  exercise.  In addition,  I will receive  additional  shares equal to the
difference between the shares I constructively exchange and the total new option
shares that I acquire.


<page>


                                   EXHIBIT B

                ACKNOWLEDGMENT OF RECEIPT OF STOCK OPTION SHARES

     I hereby  acknowledge  the  delivery  to me by First  Federal  of  Northern
Michigan    Bancorp,    Inc.    (the    "Company")    or   its    affiliate   on
__________________________________,      of     stock      certificates      for
____________________shares  of  common  stock  of the  Company  purchased  by me
pursuant to the terms and conditions of the Stock Option Agreement and the First
Federal of Northern Michigan Bancorp,  Inc. 2006 Stock-Based  Incentive Plan, as
applicable,  which shares were  transferred to me on the Company's  stock record
books on ____________________.

Dated:
      ----------------



                                                     ---------------------------
                                                     Participant's signature