NORTH COUNTRY FINANCIAL CORPORATION
               2000 STOCK INCENTIVE PLAN



     1.  Objectives.  The North Country Financial
Corporation 2000 Stock Incentive Plan is designed to
attract and retain certain selected key employees and
non-employee directors whose skills and talents are
important to the Company's operations, and reward them
for making major contributions to the success of the
Company.  These objectives are accomplished by making
awards under the Plan, thereby providing Participants
with a proprietary interest in the growth and
performance of the Company.

     2.  Definitions.

          (a)  "Award" shall mean the grant of a Stock
     Option to a Participant pursuant to such terms,
     conditions, performance requirements, and
     limitations as the Committee may establish in
     order to fulfill the objectives of the Plan.

          (b)  "Award Agreement" shall mean an
     agreement between North Country Financial
     Corporation and a Participant that sets forth the
     terms, conditions, performance requirements, and
     limitations applicable to an Award.

          (c)  "Board" shall mean the Board of
     Directors of North Country Financial Corporation.

          (d)  "Cause" shall mean termination of a
     Participant's employment with the Company for (i)
     any failure of the Participant to substantially
     perform his duties with the Company (other than by
     reason of illness) which occurs after the Company
     has delivered to the Participant a demand
     for performance which specifically identifies the
     manner in which the Company believes the
     Participant has failed to perform his duties, and
     the Participant fails to resume performance of his
     duties on a continuous basis within 14 days after
     receiving such demand, (ii) the commission by the
     Participant of any act of dishonesty or disloyalty
     involving the Company or its business, or (iii)
     the conviction of the Participant of a felony or
     misdemeanor which, in the reasonable judgment of
     the Committee, is substantially related to the
     employee's position with the Company or
     substantially impairs the Participant's ability to
     perform his duties with the Company.

          (e)  "Change in Control" shall mean any of
     the following:

               (i)  The acquisition by any individual,
          entity or "group" (within the meaning of
          Section 13(d)(3) or 14(d)(2) of the
          Securities Exchange Act of 1934, as amended
          (the "Exchange Act")) of beneficial ownership
          (within the meaning of Rule 13d-3 promulgated
          under the Exchange Act) of thirty-three
          percent (33%) or more of either (A) the then
          outstanding shares of common stock of the
          Company (the "Outstanding Company Common
          Stock") or (B) the combined voting power of
          the then outstanding voting securities of the
          Company entitled to vote generally in the
          election of directors (the "Outstanding
          Company Voting Securities"); provided,
          however, that the following acquisitions of
          common stock shall not constitute a Change in
          Control:  (A) any acquisition directly from
          the Company (excluding an acquisition by
          virtue of the exercise of a conversion
          privilege or by one person or a group of
          persons acting in concert), (B) any
          acquisition by the Company, (C) any
          acquisition by any employee benefit plan (or
          related trust) sponsored or maintained by the
          Company or any corporation controlled by the
          Company or (D) any acquisition by any
          corporation pursuant to a reorganization,
          merger, statutory share exchange or
          consolidation which would not be a Change in
          Control under paragraph (iii) of this Section
          2(e); or

               (ii)  During any period of two
          consecutive years, individuals who at the
          beginning of such period constitute the
          entire Board shall cease for any reason to
          constitute a majority thereof unless the
          election, or the nomination for election by
          the Company's stockholders, of each new
          director was approved by a vote of at least
          two-thirds of the directors then still in
          office who were directors at the beginning of
          the period.

               (iii)  Consummation of a reorganization,
          merger, statutory share exchange or
          consolidation, unless, following such
          reorganization, merger, statutory share
          exchange or consolidation, (A) more than two
          thirds (2/3) of, respectively, the then
          outstanding shares of common stock of the
          corporation resulting from such
          reorganization, merger, statutory share
          exchange or consolidation and the combined
          voting power of the then outstanding voting
          securities of such corporation entitled to
          vote generally in the election of directors
          is then beneficially owned, directly or
          indirectly, by all or substantially all of
          the individuals and entities who were the
          beneficial owners, respectively, of the
          Outstanding Company Common Stock and
          Outstanding Company Voting Securities
          immediately prior to such reorganization,
          merger, statutory share exchange or
          consolidation in substantially the same
          proportions as their ownership, immediately
          prior to such reorganization, merger,
          statutory share exchange or consolidation,
          (B) no person (excluding the Company, any
          employee benefit plan (or related trust) of
          the Company or such corporation resulting
          from such reorganization, merger, statutory
          share exchange or consolidation and any
          person beneficially owning, immediately prior
          to such reorganization, merger, statutory
          share exchange or consolidation, directly or
          indirectly, thirty-three percent (33%) or
          more of the Outstanding Company Common Stock
          or Outstanding Voting Securities, as the case
          may be) beneficially owns, directly or
          indirectly, thirty-three percent (33%) or
          more of, respectively, the then outstanding
          shares of common stock of the corporation
          resulting from such reorganization, merger,
          statutory share exchange or consolidation or
          the combined voting power of the then
          outstanding voting securities of such
          corporation, entitled to vote generally in
          the election of directors and (C) at least a
          majority of the members of the Board of the
          corporation resulting from such
          reorganization, merger, statutory share
          exchange or consolidation were members of the
          Board at the time of the execution of the
          initial agreement providing for such
          reorganization, merger or consolidation; or

               (iv)  Consummation of (A) a complete
          liquidation or dissolution of the Company or
          (B) the sale or other disposition of all or
          substantially all of the assets of the
          Company, other than to a corporation, with
          respect to which following such sale or other
          disposition, (1) more than two thirds (2/3)
          of, respectively, the then outstanding shares
          of common stock of such corporation and the
          combined voting power of the then outstanding
          voting securities of such corporation
          entitled to vote generally in the election of
          directors is then beneficially owned,
          directly or indirectly, by all or
          substantially all of the individuals and
          entities who were the beneficial owners,
          respectively, of the Outstanding Company
          Common Stock and Outstanding Company Voting
          Securities immediately prior to such sale or
          other disposition in substantially the same
          proportion as their ownership, immediately
          prior to such sale or other disposition, of
          the Outstanding Company Common Stock and
          Outstanding Company Voting Securities, as the
          case may be, (2) no person (excluding the
          Company and any employee benefit plan (or
          related trust) of the Company or such
          corporation and any person beneficially
          owning, immediately prior to such sale or
          other disposition, directly or indirectly,
          thirty-three percent (33%) or more of the
          Outstanding Company Common Stock or
          Outstanding Company Voting Securities, as the
          case may be) beneficially owns, directly or
          indirectly, thirty-three percent (33%) or
          more of, respectively, the then outstanding
          shares of common stock of such corporation or
          the combined voting power of the then
          outstanding voting securities of such
          corporation entitled to vote generally in the
          election of directors and (C) at least a
          majority of the members of the board of
          directors of such corporation were members of
          the Board at the time of the execution of the
          initial agreement or action of the Board
          providing for such sale or other disposition
          of assets of the Company.

          (f)  "Code" shall mean the Internal Revenue
     Code of 1986, as amended from time to time.

          (g)  "Committee" shall mean the Compensation
     Committee of the Board of Directors of North
     Country Financial Corporation which shall be
     comprised of at least two non-employee directors.

          (h)  "Common Stock" shall mean the authorized
     and issued or unissued no par value common stock
     of North Country Financial Corporation.

          (i)  "Company" shall mean North Country
     Financial Corporation and/or a subsidiary
     including subsidiaries of subsidiaries and
     partnerships and other business ventures in which
     North Country Financial Corporation has a
     significant equity interest, as determined in the
     sole discretion of the Committee.

          (j)  "Fair Market Value" shall mean the
     closing sale price of the Common Stock on the
     Nasdaq National Market as reported in the Midwest
     Edition of the Wall Street Journal for the date in
     question, provided that, if no sales of Common
     Stock were made on said exchange on that date,
     "Fair Market Value" shall mean the closing sale
     price of Common Stock as reported for the most
     recent preceding day on which sales of Common
     Stock were made on such exchange, or, failing any
     such sales, such other price as the Committee may
     determine in conformity with pertinent law and
     regulations of the Treasury Department.

          (k)  "Participant" shall mean a current or
     prospective employee or non-employee director of
     the Company to whom an Award has been made under
     the Plan.

          (l)  "Plan" shall mean the North Country
     Financial Corporation 2000 Stock Incentive Plan.

          (m)  "Retirement" shall mean, in the case of
     an employee, termination of employment with the
     Company at the earlier of (i) after attaining age
     65 or (ii) after attaining age 55 with ten years
     of service with the Company or any predecessor in
     interest to the Company.  In the case of a non-
     employee director, "Retirement" shall mean
     termination of service on the board of directors
     of the Company after at least three years of
     service on the Company's Board.

          (n)  "Stock Option" shall mean a grant of a
     right to purchase a specified number of shares of
     Common Stock, the purchase price of which shall be
     not less than 100% of Fair Market Value on the
     date of grant.  A stock option may be in the form
     of a nonqualified stock option or an incentive
     stock option ("ISO").  A nonqualified stock option
     is an option that does not meet the criteria of an
     ISO.  An ISO, in addition to being subject to
     applicable terms, conditions and limitations
     established by the Committee, complies with
     Section 422 of the Code which, among other
     limitations, provides that the aggregate Fair
     Market Value (determined at the time the option is
     granted) of Common Stock for which ISOs are
     exercisable for the first time by a Participant
     during any calendar year shall not exceed
     $100,000; that ISOs shall be priced at not less
     than 100% of the Fair Market Value on the date of
     the grant (110% in the case of a Participant who
     is a 10% shareholder of the Company within the
     meaning of Section 422 of the Code); and that ISOs
     shall be exercisable for a period of not more than
     ten years (five years in the case of a Participant
     who is a 10% shareholder of the Company).

     3.  Eligibility.  Current and prospective
employees and non-employee directors who provide
services to the Company are eligible for an Award under
the Plan if they hold, or will hold, positions of
responsibility and if their performance, in the
judgment of the Committee or the management of the
Company (if such responsibility is delegated pursuant
to Section 6 hereof), can have a significant effect on
the success of the Company.

     4.  Common Stock Available for Awards.  Subject to
adjustment as provided in Section 14 hereof, the number
of shares that may be issued under the Plan for Awards
during the term of the Plan is 500,000 shares of Common
Stock, all of which may be in the form of incentive
stock options.  Any shares subject to an Award which
are used in settlement of tax withholding obligations
shall be deemed not to have been issued for purposes of
determining the maximum number of shares available for
issuance under the Plan.  Likewise, if any Stock Option
is exercised by tendering shares, either actually or by
attestation, to the Company as full or partial payment
for such exercise under this Plan, only the number of
shares issued net of the shares tendered shall be
deemed issued for purposes of determining the maximum
number of shares available for issuance under the Plan.
No individual shall be eligible to receive Awards
aggregating more than 50,000 shares of Common Stock
reserved under the Plan in any one calendar year,
subject to adjustment as provided in Section 14 hereof.
North Country Financial Corporation shall take whatever
actions are necessary to file required documents with
the U.S. Securities and Exchange Commission and any
other appropriate governmental authorities and stock
exchanges to make shares of Common Stock available for
issuance pursuant to Awards.

     5.  Administration.  The Plan shall be
administered by the Committee, which shall have full
and exclusive power to interpret the Plan, to determine
which current and prospective employees and non-
employee directors are Participants, to grant waivers
of Award restrictions, to determine the provisions of
Award Agreements and to adopt such rules, regulations
and guidelines for carrying out the Plan as it may deem
necessary or proper.

     6.  Delegation of Authority.  Except to the extent
prohibited by applicable law or the applicable rules of
a stock exchange, the Committee may delegate to the
chief executive officer and to other senior officers of
the Company its duties under the Plan pursuant to such
conditions or limitations as the Committee may
establish.  Any such delegation may be revoked by the
Committee at any time.

     7.  Awards.  The Committee shall set forth in the
related Award Agreement the terms, conditions,
performance requirements, and limitations applicable to
each Award including, but not limited to, vesting
requirements, conditions under which acceleration of
vesting will occur and achievement of specific business
objectives.

     8.  Stock Option Exercise.  The price at which
shares of Common Stock may be purchased under a Stock
Option shall be paid in full at the time of the
exercise in cash or, if permitted by the Committee, by
means of tendering shares of Common Stock, which have
been held by the Participant for more than six months
and have not been used within the prior six-month
period to exercise an option, either directly or by
attestation, valued at Fair Market Value on the date of
exercise, or any combination thereof.

     9.  Tax Withholding.  The Company shall have the
right to deduct applicable taxes from any Award payment
and withhold, at the time of delivery or vesting of
shares under the Plan, an appropriate number of shares
for payment of taxes required by law or to take such
other action as may be necessary in the opinion of the
Company to satisfy all obligations for withholding of
such taxes.  The Company may defer making delivery with
respect to Common Stock obtained pursuant to an Award
hereunder until arrangements satisfactory to it have
been made with respect to any such withholding
obligation.  If Common Stock is used to satisfy tax
withholding, such stock shall be valued based on the
Fair Market Value when the tax withholding is required
to be made.

     10.  Amendment or Termination of the Plan.  The
Board may, at any time, amend or terminate the Plan;
provided, however, that

     (a)  subject to Section 14 hereof, no amendment
          or termination may, in the absence of
          written consent to the change by the
          affected Participant (or, if the Participant
          is not then living, the affected
          beneficiary), adversely affect the rights of
          any Participant or beneficiary under any
          Award granted under the Plan prior to the
          date such amendment is adopted by the Board;
          and

     (b)  without further approval of the shareholders
          of the Company, no amendment shall increase
          the number of shares of Common Stock which
          may be issued pursuant to Awards hereunder,
          except for increases resulting from Section
          14 hereof.

     12.  Termination of Employment.  If the employment
of a Participant terminates, or a non-employee director
no longer serves on the Board, other than pursuant to
paragraphs (a) through (c) of this Section 12, all
unvested Awards shall immediately terminate and all
vested but unexercised, deferred or unpaid Awards shall
terminate 90 days after such termination of employment
or service, unless the Award Agreement provides
otherwise, and during such 90-day period shall be
exercisable only to the extent provided in the Award
Agreement.  Notwithstanding the foregoing, if a
Participant's employment is terminated for Cause, to
the extent the Award is not effectively exercised or
has not vested prior to such termination, it shall
lapse or be forfeited to the Company immediately upon
termination.  In all events, an Award will not be
exercisable after the end of its term as set forth in
the Award Agreement.

          (a)  Retirement.  When a Participant's
     employment or service terminates as a result of
     Retirement, or early retirement with the consent
     of the Committee, the Committee (in the form of an
     Award Agreement or otherwise) may permit Awards to
     continue in effect beyond the date of Retirement,
     or early retirement, and/or the exercisability and
     vesting of any Award may be accelerated.

          (b)  Resignation in the Best Interests of the
     Company.  When a Participant resigns from the
     Company or the Board and, in the judgment of the
     Committee, the acceleration and/or continuation of
     outstanding Awards would be in the best interests
     of the Company, the Committee may (i) authorize,
     where appropriate, the acceleration and/or
     continuation of all or any part of Awards granted
     prior to such termination and (ii) permit the
     exercise, vesting and payment of such Awards for
     such period as may be set forth in the applicable
     Award Agreement.

          (c)  Death or Disability of a Participant.

                    (i)  In the event of a
          Participant's death, the Participant's estate
          or beneficiaries shall have a period
          specified in the Award Agreement within which
          to receive or exercise any outstanding Award
          held by the Participant under such terms, and
          to the extent, as may be specified in the
          applicable Award Agreement.  Rights to any
          such outstanding Awards shall pass by will or
          the laws of descent and distribution in the
          following order:  (a) to beneficiaries so
          designated by the Participant; if none, then
          (b) to a legal representative of the
          Participant; if none, then (c) to the persons
          entitled thereto as determined by a court of
          competent jurisdiction.  Subject to
          subparagraph (iii) below, Awards so passing
          shall be exercised or paid out at such times
          and in such manner as if the Participant were
          living.

                    (ii)  In the event a Participant is
          deemed by the Company to be disabled within
          the meaning of the Company's group long-term
          disability plan, or if the Company does not
          have such a plan, Section 22(e)(3) of the
          Code, the Award shall be exercisable for the
          period, and to the extent, specified in the
          Award Agreement.  Awards and rights to any
          such Awards may be paid to or exercised by
          the Participant, if legally competent, or a
          legally designated guardian or representative
          if the Participant is legally incompetent by
          virtue of such disability.

                    (iii)  After the death or
          disability of a Participant, the Committee
          may in its sole discretion at any time (1)
          terminate restrictions in Award Agreements
          and (2) accelerate any or all installments
          and rights.

                    (iv)  In the event of uncertainty
          as to interpretation of or controversies
          concerning this paragraph (c) of Section 12,
          the Committee's determinations shall be
          binding and conclusive.

          (d)  No Employment Rights.  The Plan shall
     not confer upon any Participant any right with
     respect to continuation of employment by the
     Company or service on the Board, nor shall it
     interfere in any way with the right of the Company
     to terminate any Participant's employment or
     service on the Board at any time.

     13.  Nonassignability.  Except as provided in
subsection (c) of Section 12 and this Section 13, no
Award under the Plan shall be assignable or
transferable, or payable to or exercisable by anyone
other than the Participant to whom it was granted.
Notwithstanding the foregoing, the Committee (in the
form of an Award Agreement or otherwise) may permit
Awards, other than incentive stock options within the
meaning of Section 422 of the Code, to be transferred
to members of the Participant's immediate family, to
trusts for the benefit of the Participant and/or such
immediate family members, and to partnerships or other
entities in which the Participant and/or such immediate
family members own all the equity interests.  For
purposes of the preceding sentence, "immediate family"
shall mean a Participant's spouse, issue, and spouses
of his issue.

     14.  Adjustments.  In the event of any change in
the outstanding Common Stock of the Company by reason
of a stock split, stock dividend, combination or
reclassification of shares, recapitalization, merger,
or similar event, the Committee may adjust
proportionally (a) the number of shares of Common Stock
(i) reserved under the Plan, (ii) available for ISOs,
(iii) for which Awards may be granted to an individual
Participant, and (iv) covered by outstanding Awards
denominated in stock; (b) the stock prices related to
outstanding Awards; and (c) the appropriate Fair Market
Value and other price determinations for such Awards.
In the event of any other change affecting the Common
Stock or any distribution (other than normal cash
dividends) to holders of Common Stock, such adjustments
as may be deemed equitable by the Committee, including
adjustments to avoid fractional shares, shall be made
to give proper effect to such event.  In the event of a
corporate merger, consolidation, acquisition of
property or stock, separation, reorganization or
liquidation, the Committee shall be authorized to issue
or assume Stock Options, whether or not in a
transaction to which Section 424(a) of the Code
applies, by means of substitution of new Stock Options
for previously issued Stock Options or an assumption of
previously issued Stock Options.

     15.  Notice.  Any notice to the Company required
by any of the provisions of the Plan shall be addressed
to the president of the Company in writing, and shall
become effective when it is received by his office.

     17.  Governing Law.  The Plan and all
determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Michigan,
without giving effect to principles of conflicts of
laws, and construed accordingly.

     18.  Effective and Termination Dates.  The
effective date of the Plan is February 16, 2000.  The
Plan shall terminate on February 15, 2010 subject to
earlier termination by the Board pursuant to Section
11, after which no Awards may be made under the Plan,
but any such termination shall not affect Awards then
outstanding or the authority of the Committee to
continue to administer the Plan.

     19.  Other Benefit and Compensation Programs.
Payments and other benefits received by a Participant
pursuant to an Award shall not be deemed a part of such
Participant's regular, recurring compensation for
purposes of the termination, indemnity or severance pay
law of any country and shall not be included in, nor
have any effect on, the determination of benefits under
any other employee benefit plan, contract or similar
arrangement, unless the Committee expressly determines
otherwise.