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                   FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

         THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment") is
executed and delivered as of September 28, 2004, by and between North Country
Financial Corporation, a Michigan corporation registered as a bank holding
company ("North Country"), and NCFC Recapitalization, LLC, a Michigan limited
liability company ("NCFC Recapitalization"), individually and on behalf of the
"Investors" that subscribe for shares of North Country common stock and become a
party to the Agreement as contemplated in Section 2.1 of the Agreement.
Capitalized terms used in this Amendment and not otherwise defined have the
respective meanings in the Agreement.

                                   WITNESSETH:


         WHEREAS, the parties hereto executed and delivered a Stock Purchase
Agreement dated as of August 10, 2004 (the "Original Agreement"); and

         WHEREAS, the parties hereto desire to amend the Original Agreement as
set forth in this Amendment.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:

         1. The preamble of the Original Agreement is hereby amended to delete
"(the Agreement")" and Schedule 1 of the Agreement is hereby amended to add a
definition of "Agreement' as follows:

                  "Agreement" means the Stock Purchase Agreement dated as of
         August 10, 2004 by and between the parties hereto, as amended by the
         First Amendment, and as the same may be further amended from time to
         time pursuant to its terms.

         2. Section 3.1(b)(iii)(F) of the Original Agreement is hereby amended
to read in its entirety as follows:

         (F) take any action (including any action by its Board of Directors (or
         any committee thereof) to adjust in any way either the number of shares
         of North Country covered by any outstanding North Country Stock
         Options, or the exercise price of any of the options, whether pursuant
         to the terms of such Plans or otherwise (except only as contemplated by
         Section 29 of Part I of Schedule 3).

         3. Section 3.2(b) of the Original Agreement is hereby amended to add
the following to the end of the Section:

         NCFC Recapitalization shall use its Best Efforts to provide to North
         Country as soon as reasonably practicable the names of the new
         directors, their backgrounds and other
         information required to be furnished by North Country to its
         shareholders in compliance with Rule 14f-1 under the Securities
         Exchange Act, if applicable.

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         4. The Original Agreement is hereby amended to add a new Section 3.8
which reads in its entirety as follows:

                  3.8 Reverse Stock Split. North Country shall take all required
         action so that the issued and outstanding shares of North Country
         common stock shall be changed into a fewer number of shares on a 1 for
         20 basis, effective not later than immediately prior to the Closing.
         The changes described in this Section 3.8 are referred to as the
         "Reverse Stock Split". No fractional shares shall be issued as a result
         of the Reverse Stock Split. Instead, in the event that the number of
         shares into which the shares held by a particular shareholder are to be
         changed would result in a fractional share, the number of shares shall
         instead be rounded upwards to the next whole share. Effective at the
         time that the Reverse Stock Split shall become effective under
         applicable law, all certificates evidencing shares of North Country
         common stock shall automatically, and for all purposes, represent the
         number of shares into which the shares shall have been changed pursuant
         to the Reverse Stock Split. After the Reverse Stock Split shall become
         effective, not more than 350,958 shares of common stock of North
         Country will be issued and outstanding (subject to adjustment to
         account for fractional shares as contemplated by this Section 3.8 and
         the issuance of shares of North Country common stock upon the exercise
         prior to the Closing of outstanding North Country Stock Options).

         5. Section 4.5 is hereby amended to add a new subsection (i) which
reads in its entirety as follows:

                  (i) In the event and effective the time that the Pre-Closing
         Outstanding Shares are reduced as the result of the Reverse Stock Split
         contemplated by Section 3.8 of this Agreement, then the number
         "39,775,195" appearing in two places in Section 4.5(b) shall be changed
         to 1,988,762 (subject to adjustment for fractional shares described
         below). In the event that for any reason the Pre-Closing Outstanding
         Shares shall exceed 350,958, the minimum number of shares to be issued
         shall be increased to the number (rounded upward to the nearest whole
         share) equal to (a) the Pre-Closing Outstanding Shares divided by 0.15
         less (b) the Pre-Closing Outstanding Shares.

         6. Section 4.6(i) of the Original Agreement is hereby amended to change
the reference therein to Section 4.5(g) to Section 4.5(f).

         7. Section 4.7 of the Original Agreement is hereby amended to change
the reference therein to Article 8 to Article 7.

         8. Section 5.1(g) is hereby amended to add the following sentences to
the end of the Section:

                  When the Reverse Stock Split is approved by the shareholders
         of North Country as contemplated by Section 3.4(a), the Reverse Stock
         Split shall have been duly authorized,and the Reverse Stock Split shall
         become effective at the time that an appropriate amendment to the
         Articles of Incorporation of North Country is filed with the Michigan
         Department of Labor & Economic Growth as provided under the Michigan
         Business
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         Corporation Act. When the Reverse Stock Split becomes effective prior
         to the Closing as contemplated by Section 3.8, 350,958 shares of common
         stock of North Country will be issued and outstanding (subject to
         adjustment to account for fractional shares as contemplated by Section
         3.8 and the issuance of shares of North Country common stock pursuant
         to the exercise prior to the Closing of North Country Stock Options)
         and no shares of common stock will be held in treasury."

         9. The definition of "Pre-Closing Equity Adjustments" in Schedule 1 is
hereby amended to change paragraph (a) of the definition to read as follows:

                  (a) Reduce stockholders' equity by the full amount of the
               following, whether or not then due, accrued or incurred:

                           (i) the full amount by which all costs and expenses
                    of North Country and its Subsidiaries with respect to the
                    transactions contemplated by this Agreement, including
                    investment banking, legal and accounting fees and expenses,
                    exceed $75,000; and

                           (ii) the full amount of the settlement or other
                    resolution of the Identified Claims and any other litigation
                    or claims, including all attorneys fees and any contingent
                    or deferred amounts; and

                           (iii) $100,000, representing a portion of additional
                    expenses incurred by NCFC Recapitalization and the Placement
                    Agents in connection with the transactions contemplated by
                    this Agreement.

         10. The definition of "Pre-Closing Outstanding Shares" in Schedule 1 is
hereby amended to add the following sentence to the end of the definition:

         Based on the representation and warranty contained in Section 5.1(g),
         the Pre-Closing Outstanding Shares as of the time the Reverse Stock
         Split shall become effective will be 350,958 shares (subject to
         adjustment for fractional shares as described in Section 3.8 and the
         issuance of shares of North Country common stock pursuant to the
         exercise prior to the Closing of North County Stock Options).

         11. The definition of "Shareholder Approval Items" in Schedule 1 is
hereby amended to read in its entirety as follows:

                  "Shareholder Approval Items" means and includes approval of
         (a) the issuance of the North Country Shares to the Investors as
         contemplated by this Agreement, (b) an amendment to the Articles of
         Incorporation of North Country to make the Reverse Stock Split
         contemplated by Section 3.8 effective, (c) an amendment to the Articles
         of Incorporation of North Country to change its name to "Mackinac
         Financial Corporation", (d) the amendment of North Country's 2000 Stock
         Incentive Plan to increase the authorized number of shares of common
         stock of North Country under the plan, to permit the awards to be made
         as contemplated in certain of the Employment Agreements to be priced at
         a per share price equal to the price per share in the Offering (see
         Section 15 of


<PAGE>

         Part 1 of Schedule 3), to permit such options to continue to vest and
         be exercisable notwithstanding termination of the Employment
         Agreements, and otherwise to permit such options to be awarded under
         the Plan, and (e) any other action by the shareholders of North Country
         required under applicable law or the NASDAQ Rules, or reasonably
         requested by NCFC Recapitalization, in connection with this Agreement
         or any of the transactions contemplated by this Agreement.

         12. The "Total Number of Shares" section of Schedule 2 is hereby
amended to read in its entirety as follows:

         Not less than 39,775,195 shares of common stock of North Country except
         that if the Reverse Stock Split contemplated by Section 3.8 becomes
         effective the number of shares shall not be less than 1,988,762 shares
         (subject to adjustment as contemplated by Section 4.5). The precise
         number of shares of North Country to be issued will be determined by
         Section 4.5.

         Minimum Closing Date Equity of $3 million.  See Schedule 3.

         13. The "Amendments to North Country Stock Option Plans" section of
Schedule 2 is hereby amended to read in its entirety as follows:

         The North Country Stock Option Plans to be amended to increase the
         number of shares that may be subject to awards made at or after the
         Closing under the plans to 12.5% of the total number of shares to be
         outstanding after the Closing Date. The number of shares to be subject
         to each plan shall be determined prior to Closing by NCFC
         Recapitalization, provided that there shall be reserved under each plan
         a sufficient number of shares to be available for issuance upon the
         exercise of outstanding North Country Stock Options under the plan. The
         2000 Stock Incentive Plan will be further amended to permit the options
         to be awarded as contemplated under certain of the Employment
         Agreements (see Schedule 5) to be priced at the per share price in the
         Offering, to continue to vest and be exercisable notwithstanding
         termination of the Employment Agreements as contemplated in the
         Employment Agreements and otherwise to permit such options to be
         awarded under the Plan.

         14. The "Expenses" section of Schedule 2 is hereby amended to delete
the third sentence.

         15. Section 9 of Part I of Schedule 3 is hereby amended to read in its
entirety as follows:

                  9. Effective upon the Closing, the Board of Directors of North
         Country shall have been duly reconstituted as specified by NCFC
         Recapitalization (including that all directors other than Mr. Bess and
         Mr. Lindroth shall have duly resigned and new directors designated by
         NCFC Recapitalization shall have been duly appointed) and North Country
         shall have taken all required action to duly reconstitute the Boards of
         Directors of its Subsidiaries as specified by NCFC Recapitalization.
         Mr. Bess and Mr. Lindroth, two (2) current directors of North Country,
         shall continue as directors of North

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         Country following the Closing. North Country shall have taken all
         required action so that the new directors shall take office as
         directors effective at the Closing.

         16. Part I of Schedule 3 is hereby amended to add new Sections 28 and
29 which read in their entirety as follows:

                  28. The Reverse Stock Split contemplated by Section 3.8 shall
         have become effective.

                  29. All required actions shall have been taken so that the
         numbers of shares of common stock of North Country subject to
         outstanding North Country Stock Options shall have been duly adjusted
         downward (divided by 20), and the exercise prices shall have been duly
         adjusted upwards (multiplied by 20), proportionately in view of the
         Reverse Stock Split.

         17. As amended by this Amendment, the Original Agreement shall remain
in full force and effect.

         18. This Amendment may be executed in multiple counterparts, each of
which shall be deemed an original and all of which shall constitute one
agreement.

         19. Facsimile signatures to this Amendment shall be considered
originals hereof, with any party executing this Amendment by facsimile signature
agreeing to provide promptly to the other parties an original signature
evidencing the same.

         20. This Amendment shall be construed and enforced in accordance with
and governed by the laws of the State of Michigan (without regard to conflicts
of law principles).



                  [Remainder of Page Intentionally Left Blank]






<PAGE>

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

                                NORTH COUNTRY FINANCIAL CORPORATION


                                By: /s/ C. James Bess
                                    --------------------------------
                                    Name: C. James Bess
                                    Title: President and Chief Executive Officer

                                NCFC RECAPITALIZATION, LLC


                                By: /s/ Eliot R. Stark
                                    --------------------------------------------
                                    Name: Eliot R. Stark
                                    Title: A Member

                                and

                                By: /s/ Paul D. Tobias
                                    --------------------------------------------
                                    Name: Paul D. Tobias
                                    Title: A Member