NORTH COUNTRY FINANCIAL CORP
FORM OF WAIVER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>k90508exv10w1.txt
<DESCRIPTION>FORM OF WAIVER AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                                             December __, 2004

North Country Financial Corporation
Board of Directors
Manistique, Michigan

Dear Board Members:

      In connection with the proposed transactions contemplated pursuant to that
certain Stock Purchase Agreement dated August 10, 2004, by and between the North
Country Financial Corporation ("NCFC") and NCFC Recapitalization, LLC (the
"Stock Purchase Agreement") and that certain Employment Agreement dated August
10, 2004, by and between NCFC and me (the "Employment Agreement"), I hereby
acknowledge and agree that the Effective Date of the Employment Agreement will
be the later of the (i) the Closing (as defined in the Stock Purchase Agreement)
of the transactions provided for in the Stock Purchase Agreement, and (ii) the
date NCFC receives Regulatory Approval to enter into the Employment Agreement.

      I further acknowledge and agree that notwithstanding anything in the
Employment Agreement to the contrary, a Change in Control shall not be deemed to
have occurred upon the consummation of any of the transactions contemplated by
the Stock Purchase Agreement, including, without limitation, the sale of shares
to the Investors (as defined in the Stock Purchase Agreement), the management
changes and the reconstitution of the Board of Directors, whether such
transactions occur before, at, or after the Effective Date of the Employment
Agreement.

                                                 Very truly yours,
                                                 _______________________________

Acknowledged and Agreed:

North Country Financial Corporation

By: ________________________________
      Its:

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