FIRST AMENDMENT TO EMPLOYMENT CONTRACT


     This Agreement is made and is effective this 18th
day of August, 1999, and amends an Employment Contract
between FIRST NORTHERN BANK & TRUST n/k/a NORTH COUNTRY
BANK & TRUST (the "Bank"), FIRST MANISTIQUE CORPORATION
n/k/a NORTH COUNTRY FINANCIAL CORPORATION (the
"Company") and SHERRY LITTLEJOHN ("Littlejohn") dated
May 22, 1996.

                        RECITAL

     The parties wish to amend the Employment Contract
in certain respects as described in this First
Amendment.  Accordingly, the Boards of Directors of the
Bank and the Company have approved this First Amendment
and authorized its execution and delivery on behalf of
the Bank and the Company.

                       AGREEMENT

     1.  Section 7(d) of the Employment Contract is
amended to add at the end thereof the following:

          "For purposes of this Section 7(d), any good
          faith determination by Littlejohn that there
          is Good Reason shall be conclusive.  Anything
          in this Agreement to the contrary
          notwithstanding, a voluntary termination of
          employment by Littlejohn for any reason or no
          reason during the ninety (90) day period
          commencing on the date six (6) months after
          the Change in Control shall be deemed to be a
          termination for Good Reason for purposes of
          this Agreement."

     2.  Except as amended hereby, the Employment
Contract is ratified and confirmed in all respects.



     IN WITNESS WHEREOF, the parties have executed this
Amendment Agreement, effective as of the day first
written above.

                            NORTH COUNTRY BANK & TRUST


                            By:  /s/  Ronald G. Ford
                               ----------------------------------------
                            Its:  Chairman and Chief Executive Officer



                            NORTH COUNTRY FINANCIAL CORPORATION


                            By:  /s/  Ronald G. Ford
                               ----------------------------------------
                            Its:  Chairman and Chief Executive Officer



                              /s/  Sherry Littlejohn
                             ------------------------------------------
                             Sherry Littlejohn