NORTH COUNTRY FINANCIAL CORP
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>3
<FILENAME>c68446ex10-7.txt
<DESCRIPTION>AMENDED AND RESTATED EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>
                                                                    Exhibit 10.7

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT is entered into this 21st day of December, 2001
by and between NORTH COUNTRY FINANCIAL CORPORATION (the "Company"), with it's
principal executive offices located at 1011 Noteware Drive, Traverse City,
Michigan, and RONALD G. FORD (the "Executive").

                                    RECITALS

     The Executive is employed by the Company and serves as Chief Executive
Officer, Chairman and a Director of the Company and of NORTH COUNTRY BANK &
TRUST (the "Bank"). The Company desires to continue to employ the Executive
pursuant to the terms of a formal Employment Agreement and the Executive desires
to continue to be employed by the Company in accordance with the terms and
provisions contained herein.

     The Company and the Executive expressly acknowledge that, on or about July
1, 1994 and on or about July 3, 2000, the Company and the Executive entered into
binding Employment Agreements. It is further acknowledged by the Company and the
Executive that, subsequent to the date of execution of the July 3, 2000
Employment Agreement, certain circumstances changed such that the Company and
the Executive desire to restate and amend, in the form of this Amended and
Restated Employment Agreement, the terms and conditions of said July 3, 2000
Employment Agreement. The Company and the Executive intend that, subsequent to
the execution of this Amended and Restated Employment Agreement, the July 3,
2000 Employment Agreement (and the July 1, 1994 Employment Agreement) shall have
no further binding force and effect.

     NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements contained herein, the parties hereto hereby agree as follows.

     1.   Employment.

         (a) The Company hereby employs the Executive, and the Executive hereby
accepts employment, on the terms and subject to the conditions contained herein.

         (b) During the Employment Term as defined in Section 2, below, the
Executive shall serve as the Chairman and Chief Executive Officer (jointly the
"CEO") of the Company, faithfully and to the best of the Executive's ability,
subject to the direction of the Board of Directors and, in such capacity, shall
supervise, manage and administer the operations, business and affairs of the
Company and shall perform such duties and exercise such power and authority as
may from time to time be delegated to the Executive by the Board of Directors
consistent with the Executive's status as CEO. During the Employment Term, the
Executive shall also serve as a Director of the Company and the Chairman (for so
long as the Executive shall be nominated and elected to fill such positions).
The Executive may receive whatever additional compensation for serving in such
Director related capacity(ies) that may be established from time to time by the
Company's Board of Directors. During the Employment Term, and for no additional
consideration, the Executive shall also serve as the CEO of the Bank and as a
Director of the Bank and the Chairman (for so long as the Executive shall be
nominated and elected to fill such positions). In addition, the Executive shall
serve as an officer and/or director of such subsidiaries of the Company as may
be designated by their Boards of Directors and/or shareholders. The Executive
may

                                  Page 1 of 10
<PAGE>
receive whatever additional compensation for serving in such Director and
Officer related capacity(ies) that may be established from time to time by the
Company's Board of Directors.

         (c) During the Employment Term, and excluding any periods of vacation
and sick leave to which the Executive is entitled, the Executive agrees to
devote substantially all of his business time, efforts and skills to the
business and affairs of the Company and, to the extent necessary to discharge
the responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Term, it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal investments, so long
as such activities do not materially interfere with the performance of the
Executive's responsibilities as an employee of the Company in accordance with
this Agreement.

     2.  Employment Term. The term of the employment of Executive under this
Agreement (the "Employment Term") shall commence as of the date hereof and shall
continue, unless sooner terminated under Section 7 hereof, until December 31,
2001.

     3.  Salary.

         (a) During the Employment Term, Executive shall be paid a salary at the
rate of two hundred fifty thousand and 00/100 dollars ($250,000.00) per annum
(the "Annual Base Salary"), payable in equal installments in accordance with the
Company's customary payroll practices in effect from time to time.

         (b) Executive's Annual Base Salary shall be reviewed periodically by
the Compensation Committee of the Company's Board of Directors (the
"Compensation Committee") and may be increased at any time and from time to time
as the Board of Directors, in its sole discretion, shall deem appropriate taking
into account the Compensation Committee's recommendation. The term Annual Base
Salary as utilized in this Agreement shall refer to Annual Base Salary as so
increased. Any increase in Annual Base Salary shall not serve to limit or reduce
any other obligation to Executive under this Agreement. Annual Base Salary shall
not be reduced at any time during the Employment Term. Annual Base Salary is
subject to income and employment tax withholding and all amounts in this
Agreement are stated prior to any such deductions.

     4.   Bonus and Long-Employment Term Incentives.

         (a) In addition to Annual Base Salary, Executive shall be eligible to
receive, for each fiscal year ending during the Employment Term, any annual
bonus (the "Annual Bonus") determined in accordance with any Company bonus plan
adopted by the Board of Directors as in effect from time to time (the "Bonus
Plan").

         (b) Executive shall be eligible to participate in those long-term
incentive plans available to senior executives of the Company, including any
stock incentive plan(s), in an amount and on such terms as shall be determined
by the Compensation Committee. Executive shall also be eligible to participate
in the Company's Supplemental Executive Retirement Plan in accordance with its
terms.

     5.   Benefits. Subject to the application of any applicable
anti-discrimination rules, the Executive shall be entitled to participate in all
employee benefit plans, programs, practices or


                                  Page 2 of 10

<PAGE>
arrangements of the Company in which other senior executives of the Company are
eligible to participate from time to time, including, without limitation, any
qualified or non-qualified pension, profit sharing and savings plans, any death
benefit and disability benefit plans, and any medical, dental, health and
welfare plans on terms and conditions at least as favorable as provided to other
senior executives of the Company. Notwithstanding the foregoing, (a) the Company
with provide the Executive with the use of an automobile of his choice with a
retail value up to $50,000 (the "Automobile") and (b) the Executive will be
entitled to four (4) weeks of vacation. The Automobile shall be owned by the
Company or the Bank and shall be replaced when it is approximately two years
old. While the Executive is employed by the Company, the Company shall be
responsible for all expenses associated with the automobile, including repairs,
gasoline (while the auto is being used for business purposes) and customary
insurance coverage.

     6.   Expenses. The Company shall pay or reimburse the Executive for all
reasonable out-of-pocket expenses incurred by him in the course of performing
his duties for the Company in accordance with the Company's reimbursement
policies as in effect from time to time. Executive shall keep accurate records
and receipts of such expenditures and shall submit such accounts and proof
thereof as may from time to time be required in accordance with such expense
account or reimbursement policies that the Company may establish for its
employees generally.

     7.   Termination of Employment. During the Employment Term, the Executive's
employment hereunder may be terminated under any of the following circumstances:

          (a) Death or Disability. The Executive's employment hereunder shall
     terminate automatically upon the Executive's death during the Employment
     Term. If the Company determines in good faith that a Disability of the
     Executive has occurred during the Employment Term (pursuant to the
     definition of Disability set forth below), the Company may give to the
     Executive written notice in accordance with Section 7(d) of this Agreement
     of its intention to terminate the Executive's employment hereunder. In such
     event, the Executive's employment with the Company shall terminate
     effective on the thirtieth (30th) day after receipt of such notice by the
     Executive (the "Disability Effective Date"), provided that, within thirty
     (30) days after such receipt, the Executive shall not have returned to
     full-time performance of the Executive's duties. For purposes of this
     Agreement, "Disability" means a condition rendering the Executive unable,
     by reason of a medically determinable physical or mental impairment, to
     perform his duties with the Company or the Bank, which condition, in the
     opinion of a physician selected by the Company's Board of Directors, is
     expected to have a duration of more than 90 consecutive days.

          (b) Termination by Company. The Company may terminate the Executive's
     employment for Cause or without Cause. For purposes of this Agreement,
     "Cause" means (i) the willful commission by the Executive of a criminal or
     other act that causes or will probably cause substantial economic damage to
     the Company, the Bank or an affiliate, (ii) the commission by the Executive
     of an act of fraud in the performance of his duties on behalf of the
     Company, the Bank or an affiliate, (iii) the continuing willful failure of
     the Executive to perform his duties to the Company, the Bank or an
     affiliate (other than any such failure resulting from the Executive's
     incapacity due to physical or mental illness) after written notice therefor
     (specifying the particulars thereof in reasonable detail) and a reasonable
     opportunity to be heard and cure such failure are given to the Executive;
     or (iv) the order of a federal or state bank regulatory agency or a court
     of competent jurisdiction requiring the Executive's termination of
     employment. For purposes of this


                                  Page 3 of 10
<PAGE>
     paragraph, no act, or failure to act, on the Executive's part shall be
     deemed "willful" unless done, or omitted to be done, by the Executive not
     in good faith and without reasonable belief that the action or omission was
     in the best interest of the Company, the Bank or an affiliate. The term
     "affiliate" means a corporation or other business entity that is controlled
     by, controlling or under common control with the Company.

          (c) Good Reason Termination. The Executive may voluntarily terminate
     his employment hereunder for Good Reason. "Good Reason" means, without the
     Executive's written consent, the material breach by the Company or the Bank
     of any provision of this Agreement, or, if in anticipation of or after the
     occurrence of a Change in Control, the occurrence of one or more of the
     following during the Employment Term:

               (i) a material diminution of or interference with the Executive's
          duties and responsibilities with the Company or the Bank immediately
          prior to the Change in Control, including, but not limited to a
          material demotion of the Executive, a material reduction in the number
          or seniority of other Company personnel reporting, directly or
          indirectly, to the Executive, or a material reduction in the frequency
          with which, or in the nature of the matters with respect to which,
          such personnel are to report to the Executive; or

               (ii) the assignment to the Executive by the Company or the Bank
          of duties inconsistent with the Executive's position, duties,
          responsibilities and status immediately prior to the Change in
          Control; or

               (iii) a change in the principal workplace of the Executive to a
          location outside of the direct geographical service area of the
          Company and the Bank; or

               (iv) any failure by the Company or the Bank to continue in effect
          any qualified plan, welfare benefit or incentive plan or arrangement
          in which the Executive is participating immediately prior to the
          Change in Control or to reduce or eliminate the Executive's
          participation in, or remuneration or benefits under, any such plans or
          arrangements; or

               (v) if this Agreement does not become, by operation of law, an
          obligation of any successor to the Company, any failure by a successor
          to the Company to expressly assume this Agreement; or

               (vi) a voluntary termination by the Executive for any reason or
          no reason during the ninety (90) day period commencing on the date six
          (6) months after the Change in Control.

     For purposes of this Agreement, Change in Control has the same meaning as
     in the Company's 2000 Stock Incentive Plan, as the same may be amended from
     time to time. Notwithstanding the foregoing, prior to a Change in Control,
     Executive will not have "Good Reason" to terminate his employment with the
     Company unless (i) the Executive complies with the requirements of
     subsection (d) hereof and (ii) within the ten (10) day period after the
     Board of Directors receives the Notice of Termination, as defined in
     Section 7(d), below, the Company has not reasonably cured the situation
     which is the basis for the Executive's claim of Good Reason to terminate.


                                  Page 4 of 10
<PAGE>
     The Executive's continued employment or failure to give Notice of
     Termination will not constitute consent to, or a waiver of rights with
     respect to, any circumstance constituting Good Reason hereunder. After the
     occurrence of a Change in Control, any good faith determination by the
     Executive that there is Good Reason shall be conclusive and binding on the
     Company and its successors.

          (d) Notice of Termination. Any purported termination of employment
     shall be communicated by Notice of Termination to the other party. For
     purposes of this Agreement, a "Notice of Termination" shall mean a written
     notice which (i) indicates the specific termination provision in this
     Agreement relied upon; (ii) if applicable, sets forth in reasonable detail
     the facts and circumstances claimed to provide a basis for termination of
     the Executive's employment under the provision so indicated; and (iii)
     indicates the Termination Date. "Termination Date" shall mean in the case
     of the Executive's death, his date of death, or in all other cases of
     termination by the Company, the date specified in the Notice of
     Termination; provided, however, that the date specified in the Notice of
     Termination shall be at least thirty (30) days after the date the Notice of
     Termination is given to the Executive, provided, further, that in the case
     of Disability, the Executive shall not have returned to the full-time
     performance of his duties during such period of at least thirty (30) days.
     In the case of the Executive's Good Reason Termination, the "Termination
     Date" shall be no earlier than thirty (30) days after written notice by the
     Executive to the Company, unless the Company agrees to an earlier
     Termination Date.

     8.   Obligations Upon Termination.

         (a) Termination by the Company for Cause. If the Executive's employment
with the Company is terminated by the Company for Cause, the Company will pay
and/or provide the Executive with the following: (i) the Executive's Annual Base
Salary through the Termination Date, and (ii) all benefits to which the
Executive is entitled under any benefit plans set forth in Section 5 hereof in
accordance with the terms of such plans through the Termination Date.

         (b) Termination by Reason of Disability or Death. If the Executive's
employment with the Company is terminated during the Employment Term by reason
of the Executive's disability or death, the Company will pay and/or provide the
Executive or the Executive's legal representative, as the case may be, with the
following: (i) the Executive's Annual Base Salary as then in effect through the
Termination Date (ii) a fraction of any Annual Bonus paid to the Executive for
the fiscal year preceding the Termination Date determined by multiplying the
prior year's Annual Bonus, if any, by a fraction, the numerator of which shall
equal the number of days during such fiscal year preceding the Termination Date,
and the denominator of which shall equal three hundred sixty-five (365) and
(iii) all benefits to which the Executive is entitled under any benefit plans
set forth in Section 5 hereof in accordance with the terms of such plans through
the Termination Date. Payment of the amount set forth in this subparagraph (b)
shall be made within thirty (30) days after the Termination Date.

         (c) Good Reason Termination, Termination by the Company Without Cause
or Termination after the Employment Term. If (i) the Executive terminates his
employment hereunder for Good Reason, (ii) the Company terminates the
Executive's employment without Cause, or (iii) the Executive's employment with
the Company terminates for any reason after the Employment Term ends, the
Company shall make four (4) quarterly payments to the Executive, each in an
amount equal to One Hundred Twelve Thousand Five Hundred and 00/100 Dollars


                                  Page 5 of 10
<PAGE>
     ($112,500.00) commencing on a date which is no later than ten (10) business
     days after compliance with subsection (d) hereof.

         (d) Release of Claims. Notwithstanding the foregoing, the Company will
     not pay to the Executive, and the Executive will not have any right to
     receive any payments described in Sections 8(b) and (c), above, unless and
     until the Executive or his legal representative (in the case of the
     Executive's death or if the Executive is disabled such that he is unable to
     consent) executes, and there shall be effective following any statutory
     period for revocation, a release, in a form reasonably acceptable to the
     Company, that irrevocably and unconditionally releases, waives, and fully
     and forever discharges the Company and its past and current shareholders,
     members of the Board of Directors, officers, employees, and agents from and
     against any and all claims, liabilities, obligations, covenants, rights,
     demands and damages of any nature whatsoever, whether known or unknown,
     anticipated or unanticipated, relating to or arising out of the Executive's
     employment with the Company, including without limitation claims arising
     under the Age Discrimination in Employment Act of 1977, as amended, Title
     VII of the Civil Rights Act of 1974, as amended, the Civil Rights Act of
     1991, as amended, the Equal Pay Act, as amended, and any other federal,
     state, or local law or regulation.

         (e) Withholding, Waiver of Vacation Pay and Other Issues. Payments to
     be made to Executive under this Section 8 will be reduced by any applicable
     income or employment taxes which are required by be withheld under
     applicable law, and all amounts are stated before any such deduction.
     Furthermore, none of the payments under this Section 8 shall be included as
     compensation for purposes of any pension, deferred compensation or welfare
     benefit plan or program of the Company. Finally, in consideration of all of
     the payments to be made under this Section 8 to the Executive by the
     Company pursuant to this Agreement, the Executive hereby waives any claim
     he may have for accrued and unpaid vacation pay as of the Termination Date.

     9.   Nondisclosure.

         (a) During the Employment Term and after the Executive's termination of
     employment with the Company, the Executive shall not make any Unauthorized
     Disclosure. For purposes of this Agreement, "Unauthorized Disclosure" shall
     mean use by the Executive or disclosure by the Executive without the
     consent of the Board of Directors of the Company to any person, other than
     use or disclosure that is reasonably necessary or appropriate in connection
     with the performance by the Executive of his duties as an executive of the
     Company or as may be legally required (provided the provisions of Section
     9(c) hereof are complied with), of any confidential information obtained by
     the Executive while in the employ of the Company, including, but not
     limited to, confidential information with respect to any of the Company's
     customers, suppliers, contractors, methods of operation, services,
     products, mechanisms, databases, processes, programs and access codes (the
     "Confidential Information"); provided, however, that Confidential
     Information 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 Section 9(a)).

         (b) The Executive agrees that all memoranda, notes, records, papers,
     financial models, mechanisms, programs, flow charts, work papers, source
     codes, computer codes, designs, software, data and other documents and all
     copies thereof relating to the operations or business of the Company, some
     of which may be prepared by him, and all objects associated


                                  Page 6 of 10
<PAGE>
     therewith (such as samples) in any way obtained by him in connection with
     the performance of his duties hereunder shall be the exclusive property of
     the Company. The Executive shall not, except for the Company's use, copy or
     duplicate any of the aforementioned, not remove them from the Company's
     facilities, nor use any information concerning them, in each case, except
     for the Company's benefit, either during his employment or thereafter. The
     Executive agrees that he will deliver the original and all copies of all of
     the aforementioned that may be in his possession to the Company on
     termination of his employment, or at any other time on the request of the
     Board of Directors of the Company.

         (c) If the Executive is requested or becomes legally required or
     compelled (by oral questions, interrogatories, requests for information or
     documents, subpoena, civil or criminal investigative demand, or similar
     process) or is required by a governmental body to make any disclosure that
     is prohibited or otherwise constrained by this Agreement, the Executive
     will provide the Company with prompt notice of such request so that it may
     seek an appropriate protective order or other appropriate remedy. Subject
     to the foregoing, the Executive may furnish that portion (and only that
     portion) of the Confidential Information that the Executive is legally
     compelled or is otherwise required to disclose or else stand liable for
     contempt or suffer other material censure or material penalty.

         (d) 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 9. 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.

     10. Exclusive Remedy. The payments, severance benefits and severance
protections provided to the Executive pursuant to this Agreement are to be paid
and provided in lieu of any severance payments, severance benefits and severance
protections provided in any other plan or policy of the Company.

     11.  Excise Tax Payments. Notwithstanding anything contained in this
Agreement to the contrary, in the event that any payment or distribution to or
for the benefit of the Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise in connection
with, or arising out of, his employment with the Company (a "Payment" or
"Payments"), would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1996, as amended (the "Code")), or any interest or
penalties are incurred by the Executive with respect to such excise tax (such
excise tax, together with any interest and penalties, are collectively referred
to as the "Excise Tax"), then the Executive shall be entitled to receive an
additional payment (a "Gross-Up Payment") in an amount such that after payment
by the Executive of all taxes (including any interest or penalties imposed with
respect to such taxes), including any Excise Tax, imposed upon the Gross-Up
Payment, the Executive retains an amount of the Gross-Up Payment equal to the
Excise Tax imposed upon the Payments. The Company shall pay the Gross-Up Payment
to the Executive, or to the taxing authorities on behalf of the Executive, at
the time when the Excise Tax is required to be paid to the taxing authorities.
Calculation of the Gross-Up Payment shall be made by the Company's independent
certified public accounting firm engaged by the Company immediately prior to the
Change in Control


                                  Page 7 of 10
<PAGE>
     and shall be subject to the Executive's review and consent at least ten
     (10) days prior to the date on which an Excise Tax payment must be made
     hereunder.

     12.  Trial by Jury. THE COMPANY, THE BANK AND THE EXECUTIVE ACKNOWLEDGE
     THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE
     WAIVED. THE COMPANY, THE BANK AND THE EXECUTIVE ACKNOWLEDGE THAT EACH HAS
     HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL OF CHOICE, BEFORE SIGNING THIS
     CONTRACT, AND THE COMPANY, THE BANK AND THE EXECUTIVE EACH HEREBY KNOWINGLY
     AND VOLUNTARILY, WITHOUT COERCION, WAIVES ALL RIGHTS TO TRIAL BY JURY OF
     ALL DISPUTES BETWEEN THEM.

     13.  Successors.

         (a) This Agreement is personal to the Executive and without the prior
     written consent of the Company shall not be assignable by the Executive
     otherwise than by will or the laws of descent and distribution. This
     Agreement shall inure to the benefit of and be enforceable by the
     Executive's legal representatives.

         (b) This Agreement shall inure to the benefit of and be binding upon
     the Company and its successors.

     14.  Legal Fees and Expenses. If any legal proceeding is necessary to
     enforce or interpret the terms of this Agreement, or to recover damages for
     breach hereof, Executive, if the prevailing party, shall be entitled to
     recover from the Company reasonable attorneys' fees and necessary costs and
     disbursements incurred in such litigation, in addition to any other relief
     to which he may be entitled.

     15.  Miscellaneous.

         (a) This Agreement shall be governed by and construed in accordance
     with the laws of the State of Michigan, without reference to principles of
     conflict of laws. The captions of this Agreement are not part of the
     provisions hereof and shall have no force or effect. This Agreement may not
     be amended or modified otherwise than by a written agreement executed by
     the Company and the Executive or their respective successors and legal
     representatives.

         (b) All notices and other communications hereunder shall be in writing
     and shall be given by hand delivery to the other party, delivered by
     overnight courier, or by certified mail, return receipt requested, postage
     prepaid, addressed as follows:


                                  Page 8 of 10
<PAGE>
         If to the Executive:     Ronald G. Ford
                                  1385 Opal Lake Road
                                  Gaylord, MI  49735

         If to the Company:       North Country Financial Corporation
                                  1011 Noteware Drive
                                  Traverse City, Michigan 49686
                                  Attention: Compensation Committee Chairperson


     or to such other address as either party shall have furnished to the other
     in writing in accordance herewith. Notice and communications shall be
     effective when actually received by the addressee.

         (c) The invalidity or unenforceability of any provision of this
     Agreement shall not affect the validity or enforceability of any other
     provision of this Agreement. By way of example and not by wary of
     limitation, if any payments provided for hereunder are found to be beyond
     limits permissible to be paid by the Company or the Bank by statute or
     regulation, it is intended that the payments shall be made to the maximum
     of any such lesser amount as is permissible to be paid by the Company or
     the Bank.

         (d) The Executive's or Company's failure to insist upon strict
     compliance with any provision hereof shall not be deemed to be a waiver of
     such provision or any other provision thereof.

         (e) This Agreement contains the entire understanding of the Company and
     the Executive with respect to the subject matter hereof except as noted
     below in this Section 15(e). It is expressly agreed by and between the
     Company and the Executive that this Agreement supersedes and replaces any
     other agreements, understandings and arrangements, oral or written, between
     the parties hereto regarding any subject matter contained in this
     Agreement. Specifically included within the scope of this Section 15(e) are
     those certain Employment Contracts dated July 1, 1994 and July 3, 2000, as
     amended, between the Company and the Executive, which such Agreements shall
     be and are hereby rendered null and void.

         Notwithstanding the foregoing provisions of this Section 15(e) to the
     contrary, this Agreement shall not supercede, replace or render null and/or
     void that certain Restated and Amended Consulting Agreement dated December
     __, 2001 between the Company and the Executive, which such Consulting
     Agreement shall remain in full force and effect. However, in the event that
     any provisions of this Agreement shall conflict with any provisions of such
     Consulting Agreement, the provisions of this Agreement shall supercede and
     control the conflicting provisions contained in such Consulting Agreement.


                                  Page 9 of 10
<PAGE>

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


                                     COMPANY: NORTH COUNTRY BANK AND TRUST:


                                     By: /s/ Sherry Littlejohn
                                         ---------------------------------------
                                         Sherry Littlejohn, its President &
                                         Authorized Signatory



                                     EXECUTIVE: RONALD G. FORD:


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



                                 Page 10 of 10

</TEXT>
</DOCUMENT>
