NORTH COUNTRY FINANCIAL CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>


                      EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT is entered into this
30th day of  September, 2000 by and between NORTH
COUNTRY FINANCIAL CORPORATION, a Michigan corporation
(the "Company"), and SHERRY LITTLEJOHN (the
"Executive").

                       RECITALS
     The Executive is employed by the Company as its
Chief Operating Officer and serves as a Director of the
Company.  The Company desires to continue to employ the
Executive pursuant to the terms of this Employment
Agreement and the Executive desires to continue to be
employed by the Company in accordance with the terms
and provisions contained herein.

     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
President and Chief Operating Officer (jointly the
"COO") 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 COO.  During the Employment Term, the
Executive shall also serve as a Director of the Company
(for so long as the Executive shall be nominated and
elected to fill such position).  Executive may receive
whatever additional compensation for serving in such
Director related capacity(ies) as may be determined
from time to time by the Company's Board of Directors.
During the Employment Term,  the Executive shall also
serve as the COO of North Country Bank and Trust (the
"Bank") and as a Director of the Bank (for so long as
the Executive shall be nominated and elected to fill
such position).  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. Executive may receive
whatever additional compensation for serving in such
Director  and Officer related capacity(ies) as may be
determined from time to time by the Company's Board of
Directors.

<PAGE>

          (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 her 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 September 30th, 2003.  At the end of each
day of the Employment Term, this Agreement shall be
automatically extended for one (1) day unless either
the Company or the Executive shall have given written
notice to the other at least thirty (30) days prior
thereto that the Employment Term shall not be so
extended.

     3.   Salary.

          (a)  During the Employment Term, Executive
shall be paid a salary at the rate of  Two Hundred
Fifty 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 at least annually 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

<PAGE>

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 the 2000 Stock Incentive Plan, or any
successors thereto, 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 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 her choice with a
retail value up to $50,000 (the "Automobile") and
(b) the Executive will be entitled to four (4) weeks of
vacation per year (and, to the extent the full amount
of vacation time is not taken, the Executive may only
carry over vacation time to a subsequent year to the
extent approved by the Compensation Committee).  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.
Subsequent to the Executive's termination from
employment with the Company, if "auto benefits" are
extended to the Executive pursuant to this Agreement,
the Executive shall be responsible for all expenses
associated with the Automobile, including repairs and
gasoline, other than customary insurance coverage which
shall be purchased by the owner of the Automobile.

     6.   Expenses.  The Company shall pay or reimburse
the Executive for all reasonable out-of-pocket expenses
incurred by her in the course of performing her 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:

<PAGE>

          (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 her 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 her duties on behalf of the
     Company, the Bank or an affiliate, (iii) the
     continuing willful failure of the Executive to
     perform her 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 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 her 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:

<PAGE>


               (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 a 50-mile radius from Manistique,
          Michigan or Traverse City, Michigan; 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 her 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.  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

<PAGE>

     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, her
     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 her 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 or
     Voluntary Termination by the Executive.  If the
     Executive's employment with the Company is
     terminated by the Company for Cause or if the
     Executive voluntarily leaves the Company's employ
     other than for Good Reason, 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

<PAGE>

     Termination Date.  Payment of the amount set forth
     in subparagraph (ii) hereof shall be made within
     thirty (30) days after the Termination date.

          (c)  Good Reason Termination or Termination
     by the Company Without Cause.  If the Executive
     terminates her employment hereunder for Good
     Reason, or the Company terminates the Executive's
     employment without Cause, the Company shall
     provide the following payments and/or benefits to
     the Executive:

               (i) twelve (12) quarterly payments to
          the Executive, each in an amount equal to
          twenty-five percent (25%) of her Annual Base
          Salary (or, if the termination occurs after a
          Change in Control, the greater of the
          Executive's Annual Base Salary before or
          after the Change in Control), commencing on a
          date which is no later than ten (10) business
          days after compliance with subsection (d)
          hereof; and

               (ii) for the three years following the
          Termination Date, medical and dental benefits
          to the Executive and/or the Executive's
          spouse and dependents at the Company's
          expense in accordance with the most favorable
          plans, practices, programs or policies of the
          Company and its affiliated companies
          applicable generally to other peer executives
          who are active employees and their spouse and
          dependents as in effect from time to time
          thereafter; provided, however, that (1) if
          the Executive becomes reemployed with another
          employer and is eligible to receive medical
          or other benefits under another employer
          provided plan, the medical and other benefits
          described herein shall be secondary to those
          provided under such other plan during such
          applicable period of eligibility, and (2)
          that if the Executive and/or the Executive's
          spouse qualifies for coverage by Medicare or
          any successor program, the Company may
          require that the Executive and/or the
          Executive's spouse fully participate in
          Medicare and pay the premiums therefor
          personally.

     If, after a Change in Control, (a)the Executive
     terminates her employment hereunder for Good
     Reason or (b) the Company terminates the
     Executive's employment without Cause, the Company
     shall provide the following payments and/or
     benefits to the Executive in addition to those
     provided in subparagraphs (i) and (ii), above:

               (iii)  outplacement services up to a
          maximum amount of 15% of the Executive's
          Annual Base Salary (or, if the termination
          occurs after a Change in Control, the greater
          of the Executive's Annual Base Salary before
          or after the Change in Control) plus travel
          expense reimbursement for job search travel
          of up to $5,000; and
<PAGE>

               (iv)  the same or similar (in nature and
          quantity) counseling services that may be
          available to employees of the Company
          pursuant to any Company "Employee Assistance
          Program" that may be in existence  at the
          time of the Executive's termination from
          employment with the Company.

               (v)  a cash payment, payable within 90
          days of the end of each calendar year during
          which the Executive is receiving payments
          under this Section 8(c), equal to the amounts
          that the Company would have contributed to
          its qualified retirement plan and the
          Supplemental Executive Retirement Plan for
          the Executive's account during that calendar
          year if the Executive had continued in the
          Company's employ for the three-year period
          beginning on the Termination Date and had
          earned the Annual Base Salary (or, if the
          termination occurs after a Change in Control,
          the greater of the Executive's Annual Base
          Salary before or after the Change in Control)
          and a bonus equal to the bonus earned by the
          Executive for the fiscal year ending
          immediately prior to the year in which the
          Change of Control occurs.

          (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 or benefits
     described in Sections 8(b) and (c), above, unless
     and until the Executive or her legal
     representative (in the case of the Executive's
     death or if the Executive is disabled such that
     she 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

<PAGE>

     the Company pursuant to this Agreement, the
     Executive hereby waives any claim she may have for
     accrued and unpaid vacation pay as of the
     Termination Date.

     9.   Obligations of Executive During and After the
Employment Term.

          (a)  Competition.  Executive agrees that
     while employed by the Company, and for the three-
     year period following the Termination Date, she
     shall not, either directly or indirectly as an
     agent, stockholder, employee, officer, director,
     trustee, partner, member, proprietor or otherwise,
     render advice or assistance to (other than on
     behalf of the Company) or be employed by or render
     services to any person, company, business entity,
     or other organization which is engaged in the
     business of commercial banking within a sixty (60)
     mile radius of any branch office of the Bank or
     any other affiliated entity of the Company.  The
     Company, Bank and any other affiliated entity of
     the Company are hereafter referred to as the
     "Company Affiliated Group."

          (b)  Solicitation of Employees.  The
     Executive agrees that while employed by the
     Company and for the three-year period following
     the Termination Date, she will not,  directly or
     indirectly, induce, solicit, entice or procure any
     person who is an employee of the Company
     Affiliated Group, or has been such an employee
     within the three months preceding such contact by
     Executive, to terminate his or her employment with
     the Company Affiliated Group so as to accept
     employment with any person, company, business
     entity, or other organization whatsoever in which
     the Executive owns, directly or indirectly, at
     least a 5% equity interest or from which the
     Executive receives compensation.

          (c)  Solicitation of Customers.  The
     Executive agrees that while employed by the
     Company and for the three-year period following
     the Termination Date, she will not, directly or
     indirectly, contact any customer or prospective
     customer of the Company Affiliated Group with whom
     the Executive has had contact on behalf of the
     Company Affiliated Group during the two-year
     period preceding the Termination Date or any
     customer or prospective customer about whom the
     Executive has obtained confidential information in
     connection with the Executive's services to the
     Company Affiliated Group during such two-year
     period so as to cause or attempt to cause such
     customer or prospective customer of the Company
     Affiliated Group not to do business or to reduce
     such customer's business with the Company
     Affiliated Group or divert any business from the
     Company Affiliated Group.

          (d)  Confidentiality Agreement.  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

<PAGE>

     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 her 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 her in violation of this Section
     9(d)).

          (e)  Return of Company Property.  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 her, and all objects
     associated therewith (such as samples) in any way
     obtained by her in connection with the performance
     of her 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 her employment or
     thereafter.  The Executive agrees that she will
     deliver the original and all copies of all of the
     aforementioned that may be in her possession to
     the Company on termination of her employment, or
     at any other time on the request of the Board of
     Directors of the Company.

          (f)  Notice by Executive to Company.  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.

          (g)  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 her 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

<PAGE>

     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, her 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 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.  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.

<PAGE>

     13.  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 she may be entitled.

     14.  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:

          If to the Executive:     Sherry L. Littlejohn
                                   517 West Avenue B
                                   Newberry, MI 49868


          If to the Company:       North Country Financial Corporation
                                   333 East State Street
                                   Traverse City, Michigan  49684
                                   Attention: Chairman -
                                        Compensation Committee

     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

<PAGE>

     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.   Other
     than the terms of all qualified, welfare benefit
     and compensation plans and awards in which the
     Executive participates, it is expressly agreed
     that the terms and conditions of this Agreement
     supersede and control any conflicting or contrary
     provision contained in any  other agreement(s),
     understandings and arrangements, oral or written,
     between the parties hereto regarding the subject
     matter of this Agreement, including that
     Management Continuity Agreement dated May 22,
     1996, as amended, between the Company and the
     Executive .

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


                         NORTH COUNTRY FINANCIAL CORPORATION


                         By:  /s/ Wesley W. Hoffman
                              -----------------------------------------
                              Wesley W. Hoffman, Compensation Committee
                              Chairman and Authorized Signatory


                         EXECUTIVE

                         By:  /s/ Sherry L. Littlejohn
                              ------------------------------------------
                              Sherry L. Littlejohn




</TEXT>
</DOCUMENT>
