SCHEDULE 14-A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ]  Preliminary Proxy Statement
[x]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

                First Federal of Northern Michigan Bancorp, Inc.
                ------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


    ------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
    14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

         1) Title of each class of securities to which transaction applies:

         ..................................................

         2) Aggregate number of securities to which transaction applies:

         ..................................................

         3) Per unit price or other  underlying  value of  transaction  computed
         pursuant to Exchange Act Rule 0-11:

         ..................................................

         4) Proposed maximum aggregate value of transaction:

         ..................................................

[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:


2) Form, Schedule or Registration Statement No.:


3) Filing Party:


4) Date Filed:





April 18, 2008


Dear Stockholder:

You are cordially  invited to attend the Annual Meeting of Stockholders of First
Federal of Northern Michigan Bancorp,  Inc. (the "Company").  The Annual Meeting
will be held at the Company's  newest branch  facility at 2885 South County Road
#489, Lewiston, Michigan, at 1:00 p.m. Michigan time on May 21, 2008.

The enclosed  Notice of Annual Meeting and proxy  statement  describe the formal
business to be transacted.  During the Annual Meeting we will also report on our
operations.  Our  directors  and  officers  will be  present  to  respond to any
questions  that  stockholders  may have.  Also  enclosed  for your review is our
Annual Report to Stockholders,  which contains detailed  information  concerning
our activities and operating performance.

The  Annual  Meeting  is  being  held so that  stockholders  will  be  given  an
opportunity to elect two directors and ratify the appointment of Plante & Moran,
PLLC as our  independent  registered  public  accountants  for the  year  ending
December 31, 2008.

For the  reasons  set  forth in the  proxy  statement,  the  Board of  Directors
unanimously  recommends a vote "FOR" the election of each of the  directors  and
"FOR"  the  ratification  of the  appointment  of  Plante &  Moran,  PLLC as our
independent registered public accountants for the 2008 fiscal year.

On behalf of the Board of  Directors,  we urge you to sign,  date and return the
enclosed proxy card as soon as possible even if you currently plan to attend the
Annual Meeting. Your vote is important,  regardless of the number of shares that
you own.  Voting by proxy will not prevent  you from voting in person,  but will
assure that your vote is counted if you are unable to attend the meeting.


Sincerely,

/s/ Martin A. Thomson

Martin A. Thomson
Chief Executive Officer




                First Federal of Northern Michigan Bancorp, Inc.
                             100 South Second Avenue
                             Alpena, Michigan 49707
                                 (989) 356-9041

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           To Be Held On May 21, 2008

         Notice is hereby  given that the Annual  Meeting of  Stockholders  (the
"Meeting") of First Federal of Northern Michigan  Bancorp,  Inc. will be held at
the Company's  newest branch facility at 2885 South County Road #489,  Lewiston,
Michigan on May 21, 2008 at 1:00 p.m., Michigan time.

         A proxy statement and proxy card for the Meeting are enclosed.

         The Meeting is for the purpose of considering and acting upon:

         1.       The  election of two  directors  of First  Federal of Northern
                  Michigan Bancorp, Inc.;

         2.       The ratification of the appointment of Plante & Moran, PLLC as
                  our  independent  registered  public  accountants for the year
                  ending December 31, 2008; and

such other matters as may properly come before the Meeting,  or any adjournments
thereof.  The Board of  Directors  is not aware of any  other  business  to come
before the Meeting.

         Any action may be taken on the  foregoing  proposals  at the Meeting on
the date  specified  above,  or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on March 14, 2008 are
the stockholders entitled to vote at the Meeting, and any adjournments thereof.

         EACH  STOCKHOLDER,  WHETHER HE OR SHE PLANS TO ATTEND THE  MEETING,  IS
REQUESTED TO SIGN,  DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED  POSTAGE-PAID  ENVELOPE.  ANY  PROXY  GIVEN BY THE  STOCKHOLDER  MAY BE
REVOKED  AT ANY TIME  BEFORE IT IS  EXERCISED.  A PROXY MAY BE REVOKED BY FILING
WITH OUR SECRETARY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER
DATE.  ANY  STOCKHOLDER  PRESENT AT THE  MEETING MAY REVOKE HIS OR HER PROXY AND
VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE MEETING. HOWEVER, IF YOU ARE A
STOCKHOLDER  WHOSE  SHARES ARE NOT  REGISTERED  IN YOUR OWN NAME,  YOU WILL NEED
ADDITIONAL  DOCUMENTATION FROM YOUR RECORD HOLDER IN ORDER TO VOTE PERSONALLY AT
THE MEETING.

                      By Order of the Board of Directors

                      /s/ Amy E. Essex

                      Amy E. Essex
                      Chief Financial Officer, Treasurer and Corporate Secretary

Alpena, Michigan
April 18, 2008

- --------------------------------------------------------------------------------
IMPORTANT:  A  SELF-ADDRESSED  ENVELOPE IS  ENCLOSED  FOR YOUR  CONVENIENCE.  NO
POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
- --------------------------------------------------------------------------------



                                 PROXY STATEMENT

                FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC.
                             100 South Second Avenue
                             Alpena, Michigan 49707
                                 (989) 356-9041

                         ANNUAL MEETING OF STOCKHOLDERS
                                  MAY 21, 2008

         This proxy statement is furnished in connection  with the  solicitation
of  proxies on behalf of the Board of  Directors  of First  Federal of  Northern
Michigan  Bancorp,  Inc. to be used at our Annual Meeting of  Stockholders  (the
"Meeting"),  which will be held at the Company's  newest branch facility at 2885
South County Road #489 Lewiston, Michigan on May 21, 2008 at 1:00 p.m., Michigan
time, and all adjournments thereof. The accompanying Notice of Annual Meeting of
Stockholders  and this proxy statement are first being mailed to stockholders on
or about April 18, 2008.

- --------------------------------------------------------------------------------
                              REVOCATION OF PROXIES
- --------------------------------------------------------------------------------

         Stockholders  who execute  proxies in the form solicited  hereby retain
the right to revoke them in the manner described below.  Unless so revoked,  the
shares  represented  by  such  proxies  will be  voted  at the  Meeting  and all
adjournments thereof. Proxies solicited on behalf of our Board of Directors will
be voted in accordance with the directions given thereon.  Where no instructions
are  indicated,  signed  proxies will be voted "FOR" the  proposals set forth in
this proxy statement for consideration at the Meeting.

         A proxy may be  revoked at any time  prior to its  exercise  by sending
written  notice of revocation  to our  Secretary,  Amy E. Essex,  at our address
shown  above,  or by filing a duly  executed  proxy  bearing a later  date or by
voting in person at the Meeting.  The presence at the Meeting of any stockholder
who had  given a proxy  shall not  revoke  such  proxy  unless  the  stockholder
delivers  his or her  ballot in  person at the  Meeting  or  delivers  a written
revocation to our Secretary prior to the voting of such proxy.

- --------------------------------------------------------------------------------
                 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
- --------------------------------------------------------------------------------

         Except as otherwise noted below,  holders of record of our common stock
("common  stock") at the close of business on March 14, 2008 (the "Voting Record
Date") are  entitled  to one vote for each share held.  As of the Voting  Record
Date, there were 2,884,249 shares of common stock  outstanding.  The presence in
person or by proxy of at least a majority  of the  outstanding  shares of common
stock entitled to vote is necessary to constitute a quorum at the Meeting.

         In accordance  with the  provisions  of our Articles of  Incorporation,
record  holders  of common  stock who  beneficially  own in excess of 10% of the
outstanding  shares of common  stock (the  "Limit") are not entitled to any vote
with  respect  to the  shares  held in  excess of the  Limit.  Our  Articles  of
Incorporation  authorize the Board of Directors  (i) to make all  determinations
necessary  to  implement  and apply the  Limit,  including  determining  whether
persons or entities  are acting in  concert,  and (ii) to demand that any person
who is  reasonably  believed  to  beneficially  own stock in excess of the Limit
supply information to us to enable the Board of Directors to implement and apply
the Limit.

         Persons and groups who  beneficially  own in excess of five  percent of
our common stock are required to file certain  reports with the  Securities  and
Exchange  Commission  (the  "SEC")  regarding  such  ownership  pursuant  to the
Exchange Act.

                                       1


         The following  table sets forth the beneficial  ownership of our common
stock held by our directors and executive officers, individually and as a group,
and all individuals  known to management to own more than 5% of our common stock
as of the  Voting  Record  Date.  The  business  address  of each  director  and
executive  officer and of the First Federal of Northern  Michigan Employee Stock
Ownership Plan is 100 South Second Avenue, Alpena, Michigan 49707.



                                                                    Number of Shares of
                                                                        Common Stock         Percent of All Common
                    Name of Beneficial Owner                       Beneficially Owned (1)      Stock Outstanding
- ----------------------------------------------------------------   ----------------------   -----------------------
                                                                                                 
Five Percent Stockholders:
- --------------------------

Tontine Associates, LLC
3500 Lenox Road, Suite 1830
Atlanta, Georgia 30326                                                      255,961                    8.9%

Investors of America Limited Partnership (2)
135 North Meramec
Clayton, Missouri 63105                                                     149,000                    5.2


First Federal of Northern Michigan Employee Stock Ownership Plan            182,747                    6.3

Directors and Executive Officers:
- ---------------------------------

James C. Rapin                                                               27,082                     *
Martin A. Thomson                                                            71,452                    2.5
Thomas R. Townsend                                                           15,391                     *
Gary C. VanMassenhove                                                        12,380                     *
Keith D. Wallace                                                             26,813                     *
Michael W. Mahler                                                            17,942                     *
Amy E. Essex                                                                 14,334                     *
Jerome W. Tracey                                                             21,324                     *
                                                                                                   ------------

All directors and executive officers as a group (8 persons)                 206,718                    7.2%



- -----------------------
*    Less than 1%.
(1)  In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
     be the beneficial  owner for purposes of this table of any shares of common
     stock if he has sole or shared voting or  investment  power with respect to
     such security,  or has a right to acquire beneficial  ownership at any time
     within  60 days  from the date as of which  beneficial  ownership  is being
     determined.  As used herein,  "voting power" is the power to vote or direct
     the  voting of shares  and  "investment  power" is the power to  dispose or
     direct the disposition of shares.
(2)  Based on  a Schedule 13G  filed with the Securities and Exchange Commission
     on January 22, 2008.

- --------------------------------------------------------------------------------
                 VOTING PROCEDURES AND METHOD OF COUNTING VOTES
- --------------------------------------------------------------------------------

         As to the  election of the  directors,  the proxy card  provided by the
Board of  Directors  enables a  stockholder  to vote "FOR" the  election  of the
nominees  proposed by the Board of Directors or to "WITHHOLD  AUTHORITY" to vote
for the  nominees  being  proposed.  Under  Maryland  law and  our  Articles  of
Incorporation  and Bylaws,  directors  are elected by a plurality  of the shares
voted at the Meeting without regard to either broker  non-votes or proxies as to
which the  authority to vote for the nominee is withheld.  Plurality  means that
individuals who receive the largest number of votes cast are elected,  up to the
maximum number of directors to be elected at the Meeting.

         As to the  ratification  of  Plante  & Moran,  PLLC as our  independent
registered public accountants, by checking the appropriate box a stockholder may
vote "FOR" the item,  vote  "AGAINST"  the item or "ABSTAIN"  from voting on the
item. The  ratification of independent  registered  public  accountants  must be
approved by a majority  of the shares  voted at the  Meeting  without  regard to
broker non-votes or proxies marked "ABSTAIN."

         In the event at the time of the Meeting there are not sufficient  votes
for a quorum or to approve or ratify any matter being presented, the Meeting may
be adjourned in order to permit the further solicitation of proxies.

                                       2


         Proxies  solicited  hereby will be returned to us and will be tabulated
by the Internal Auditor of First Federal of Northern Michigan,  the inspector of
election designated by our Board of Directors.

- --------------------------------------------------------------------------------
                        PROPOSAL I--ELECTION OF DIRECTOR
- --------------------------------------------------------------------------------

         Our Board of Directors is  comprised  of five  persons,  and is divided
into three classes with one class of directors elected each year.  Directors are
generally  elected to serve for a  three-year  period or until their  respective
successors shall have been elected and shall qualify. Our Nominating  Committee,
which is comprised of all of our independent  directors,  has nominated James C.
Rapin and Martin A. Thomson to serve as directors for a three-year term. Messrs.
Rapin and  Thomson  are  currently  members of the Board of  Directors  and have
agreed to serve, if elected.

         The table below sets forth certain information, as of the Voting Record
Date,  regarding the Board of Directors and executive  officers.  It is intended
that the  proxies  solicited  on behalf of the Board of  Directors  (other  than
proxies in which the vote is withheld as to the  nominees)  will be voted at the
Meeting  for the  election of the  nominees  identified  below.  If a nominee is
unable to serve,  the shares  represented  by all such proxies will be voted for
the election of such substitute as the Board of Directors may recommend. At this
time,  the Board of  Directors  knows of no reason why either  nominee  might be
unable to serve, if elected. There are no arrangements or understandings between
either nominee and any other person pursuant to which the nominee was selected.

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
                    NOMINEES LISTED IN THIS PROXY STATEMENT.



                                                                                      Director     Term
       Name                Age                      Positions Held                      Since     Expires
- ---------------------    -------   -----------------------------------------------   ----------   -------
                                                                                         
                                                       NOMINEES
James C. Rapin             67                   Chairman of the Board                   1985        2008
Martin A. Thomson          59            Chief Executive Officer and Director           1986        2008

                                                      DIRECTORS

Keith D. Wallace           66                          Director                         1988        2010
Gary C. VanMassenhove      61                          Director                         2001        2009
Thomas R. Townsend         56                          Director                         2002        2009

                                                  EXECUTIVE OFFICERS

Michael W. Mahler          44           President and Chief Operating Officer            N/A        N/A
Amy E. Essex               44      Chief Financial Officer, Treasurer and Corporate      N/A        N/A
                                                        Secretary
Jerome W. Tracey           48      Executive Vice President, Chief Lending Officer       N/A        N/A


         The  business  experience  for  the  past  five  years  of  each of our
directors and executive officers is set forth below. Unless otherwise indicated,
directors  and executive  officers  have held their  positions for the past five
years.

Directors

         James C. Rapin is  Chairman  of the Board of  Directors.  He has been a
director of First Federal of Northern  Michigan since 1985. Mr. Rapin retired as
a pharmacist with LeFave Pharmacy, Alpena, Michigan in 2004.

         Martin A.  Thomson is our Chief  Executive  Officer and from 2001 until
2006 was  also our  President.  Mr.  Thomson  previously  held the  position  of
President  and  Chief  Executive  Officer  of  Presque  Isle  Electric  and  Gas
Cooperative,  Inc., Onaway,  Michigan.  Mr. Thomson has been a director of First
Federal of Northern Michigan since 1986.

                                       3


         Thomas R. Townsend is the  President of R.A.  Townsend Co., a plumbing,
heating and air conditioning  distributor located in Alpena,  Michigan, where he
has been employed for the past 31 years.  Mr. Townsend has been a director since
2002.

         Gary C. VanMassenhove is a partner in VanMassenhove, Kearly, Taphouse &
Faulman,  CPAs. Mr.  VanMassenhove has been a Certified Public Accountant for 37
years. He has been a director since 2001.

         Keith D. Wallace is the senior  partner of the law firm of Isackson and
Wallace, P.C., located in Alpena, Michigan and local counsel to First Federal of
Northern Michigan.  Mr. Wallace has been a practicing  attorney for 41 years. He
has been a director since 1988.

Executive Officers Who Are Not Directors

         Michael W. Mahler was appointed as our  President  and Chief  Operating
Officer in January 2006. Prior to this appointment, Mr. Mahler was our Executive
Vice President since November 2004.  Prior to this  appointment,  since November
2002,  Mr.  Mahler was our Chief  Financial  Officer.  Mr. Mahler was named as a
director of the Bank in June 2007.  From September 2000 until November 2002, Mr.
Mahler  was  Corporate  Controller  at  Besser  Company,  Alpena,  Michigan,  an
international producer of concrete products equipment. From 1990 until 2000, Mr.
Mahler was employed at LTV Steel Company, East Chicago,  Indiana where he served
in financial  roles of  increasing  responsibility  and served,  from 1997 until
2000, as Controller for a northeast Michigan division.

         Amy E. Essex was appointed as our Chief  Financial  Officer,  Treasurer
and Corporate  Secretary in January 2006. Prior to this  appointment,  Ms. Essex
was our Chief  Financial  Officer  since  November  2004.  From March 2003 until
November 2004, Ms. Essex was our Internal Auditor and Compliance Officer.  Prior
to March 2003,  Ms.  Essex spent eight years as the Director of Tax and Risk for
Besser Company, Alpena, Michigan, an international producer of concrete products
equipment. Ms. Essex is a certified public accountant.

         Jerome W. Tracey was  appointed as our  Executive  Vice  President  and
Chief Lending Officer in January 2006. Prior to this appointment, Mr. Tracey was
Senior Vice  President,  Senior Lender since  September  2001.  Prior to joining
First  Federal of Northern  Michigan,  Mr.  Tracey  served as Vice  President of
Commercial Lending for National City Bank, Alpena,  Michigan, a position he held
since 1996. Mr. Tracey has been in the banking profession since 1981.

Board Independence

         The Board of Directors has  determined  that,  except for Mr.  Thomson,
each member of the Board is an "independent  director" within the meaning of the
Nasdaq corporate  governance  listing  standards.  Mr. Thomson is not considered
independent because he is one of our executive officers.

         In  determining  the  independence  of  the  directors,  the  Board  of
Directors  reviewed and considered legal fees of  approximately  $26,574 paid to
the law firm of Isackson  and  Wallace,  P.C.,  of which  Director  Wallace is a
senior partner, for legal work for First Federal of Northern Michigan.

         In addition,  the following loans by First Federal of Northern Michigan
to  directors  were  reviewed  by the  Board of  Directors  in  determining  the
independence  of directors.  All such loans were made in the ordinary  course of
business  on  substantially  the  same  terms,   including  interest  rates  and
collateral,  as those  prevailing at the time for comparable  transactions  with
persons not related to First Federal of Northern Michigan Bancorp, Inc., and, in
the  judgment  of  management,  did not  involve  more than the  normal  risk of
collectibility or present other unfavorable features.

     ----------------------------------------------------------------------
                                          Aggregate Amount Outstanding at
         Independent Director                   December 31, 2007
     ----------------------------------------------------------------------
     James C. Rapin                            $            9,408
     ----------------------------------------------------------------------
     Keith D. Wallace                          $          195,721
     ----------------------------------------------------------------------
     Gary C. VanMassenhove                     $           73,709
     ----------------------------------------------------------------------
     Thomas R. Townsend                        $        2,155,716
     ----------------------------------------------------------------------

                                       4


Meetings and Committees of the Board of Directors

         General.  Our Board of Directors  meets on a monthly basis and may hold
additional special meetings.

         During the year ended December 31, 2007, our Board of Directors held 12
regular  meetings  and two  special  meetings.  No  member  of the  Board or any
committee  thereof  attended  fewer than 75% of the  aggregate of: (i) the total
number of meetings of the Board of  Directors  (held during the period for which
he has been a  director);  and (ii) the  total  number of  meetings  held by all
committees of the board on which he served  (during the periods that he served).
Executive  sessions  of  the  independent  directors  are  held  on a  regularly
scheduled basis.

         Our standing board committees include the Executive,  Audit, Nominating
and  Compensation  Committees.  The Board of Directors  appoints  all  committee
members.

         Executive Committee.  The Executive Committee is authorized to act with
the same authority as the Board of Directors  between meetings of the Board, and
is comprised of the full Board.  The Executive  Committee met seven times during
2007.

         Compensation  Committee.  The Compensation Committee meets periodically
to review the performance of officers and to determine  compensation of officers
to be  recommended  to the Board.  It is comprised of Messrs.  Rapin,  Townsend,
VanMassenhove and Wallace, each of whom is considered  independent as defined in
the Nasdaq corporate  governance listing  standards.  Our Board of Directors has
adopted a written charter for the Compensation Committee,  which is available on
our website at www.first-federal.com. The Compensation Committee met one time in
2007.

         The Compensation  Committee reviews annually the compensation levels of
the  executive   officers  and  the  fee  level  of  directors  and   recommends
compensation  and fee  changes to the full  Board of  Directors.  The  Committee
intends that executive compensation be structured so as to attract,  develop and
retain talented  executive  officers and directors who are capable of maximizing
our performance for the benefit of our stockholders. The Committee also seeks to
set  compensation and fee levels that are competitive in the markets in which we
operate.

         As described  immediately below, our compensation  program is primarily
comprised  of two  fundamental  components:  (1)  base  salary  and  (2)  annual
performance-based  cash bonuses.  In addition to these two primary elements,  we
have adopted a stock-based  compensation  plan, an employee stock ownership plan
(ESOP) and Bank-wide retirement benefits.

         Base Salary - Base  salaries  for all  employees,  including  executive
officers, are based on pay ranges that are first recommended by Clark Consulting
and then approved by the Compensation Committee. Clark Consulting is an employee
compensation  consulting firm engaged by us at the  recommendation of management
and with the concurrence of the Compensation  Committee.  In general,  these pay
ranges are re-evaluated by the Committee every two years. However, they are also
reviewed if a new job  classification is added or if the  responsibilities  of a
job classification are change  substantially.  Actual base salaries within those
ranges are then  established by the  Compensation  Committee  after  performance
reviews by the Committee and  consideration  of management  recommendations  for
base salary levels. The Compensation  Committee conducts a performance review of
the Chief Executive Officer.  The Chief Executive Officer,  in turn,  conducts a
performance review of the President and Chief Operating  Officer.  The President
and Chief Operating  Officer  conducts the performance  reviews of the Executive
Vice  President  and the Chief  Financial  Officer.  However,  the  Compensation
Committee  retains  complete  authority to establish base  salaries,  after such
performance reviews and management recommendations.

         Annual Cash Bonuses - All employees,  including executive officers, are
eligible to receive annual cash bonuses  pursuant to our "Staff  Incentive Plan"
if the Bank meets a net after-tax income goal, which is established  annually by
the Board of Directors based on the  recommendation of management.  No executive
officer  received  a  bonus  in  2007  because  we did not  meet  our  financial
performance targets for the year.

         Stock-Based  Compensation - Our 2006 Stock-Based  Incentive Plan, which
was approved by our  shareholders  on May 17,  2006,  permits the award of up to
173,386 stock options and 69,354 restricted  shares of common stock.  Individual
awards of options and  restricted  stock to executive  officers  and  directors,
reported on

                                       5


elsewhere in this proxy  statement,  were  established by the Committee based on
the relative  positions of the executive  officers within our  organization,  as
well as a review of awards made at similarly sized institutions.

         Employee Stock  Ownership Plan - We have  established an employee stock
ownership  plan that covers  substantially  all employees who have completed one
year of service,  attained  age 21, and worked at least  1,000 hours  during the
year.  Shares of common stock are allocated  annually to employees based on each
employee's relative compensation for each year.

         Retirement  Benefits - Like all employees,  each  executive  officer is
covered under our defined benefit  retirement  plan,  which was frozen effective
July 1, 2005. In addition,  each executive officer is eligible to participate in
our 401(k) plan.

         We encourage  directors,  officers  and  employees to own shares of our
common stock, as their means permit. However, we do not currently have any stock
ownership guidelines for our executive officers or directors.

         Nominating  Committee.  The  Nominating  Committee,  which  consists of
Directors Rapin, Townsend,  VanMassenhove and Wallace, nominates individuals for
election as  directors.  Each member of the  Nominating  Committee is considered
"independent" as defined in the Nasdaq corporate  governance  listing standards.
Our  Board of  Directors  has  adopted  a  written  charter  for the  Nominating
Committee,  which is  available  on our  website at  www.first-federal.com.  The
Committee met once during 2007.

         The functions of the Nominating Committee include the following:

         o  to lead the search for  individuals  qualified to become  members of
            the  Board and to  select  director  nominees  to be  presented  for
            stockholder approval;

         o  to review and monitor  compliance  with the  requirements  for Board
            independence;

         o  to review the committee  structure and make  recommendations  to the
            Board regarding committee membership;

         o  to  develop  and  recommend  to the Board for its  approval a set of
            corporate governance guidelines; and

         o  to  develop  and   recommend   to  the  Board  for  its  approval  a
            self-evaluation process for the Board and its committees.

         The Nominating  Committee  identifies  nominees by first evaluating the
current  members of the Board of  Directors  willing  to  continue  in  service.
Current members of the Board with skills and experience that are relevant to our
business  and who are willing to continue  in service are first  considered  for
re-nomination,  balancing the value of continuity of service by existing members
of the Board  with that of  obtaining  a new  perspective.  If any member of the
Board does not wish to  continue in service,  or if the  Committee  or the Board
decides not to re-nominate a member for re-election, or if the size of the Board
is increased,  the Committee would solicit  suggestions for director  candidates
from all Board members. In addition,  the Committee is authorized by its charter
to engage a third party to assist in the  identification  of director  nominees.
The  Nominating  Committee  would seek to identify a candidate  who at a minimum
satisfies the following criteria:

         o  has the highest personal and professional ethics and integrity;

         o  has had experiences and achievements  that have given him or her the
            ability to exercise and develop good business judgment;

         o  is willing to devote the necessary time to the work of the Board and
            its  committees,  which  includes  being  available  for  Board  and
            committee meetings;

         o  is  familiar  with the  communities  in which we  operate  and/or is
            actively engaged in community activities;

                                       6


         o  is involved in other  activities  or interests  that do not create a
            conflict  with  his or  her  responsibilities  to  the  us  and  our
            stockholders; and

         o  has  the  capacity  and  desire  to  represent  the  balanced,  best
            interests  of our  stockholders  as a  group,  and not  primarily  a
            special interest group or constituency.

         In  addition,   the  Nominating  Committee  will  determine  whether  a
candidate satisfies the qualifications requirements of our Bylaws, which require
any person appointed or elected to the Board of Directors to reside or work in a
county in which First Federal of Northern  Michigan  maintains an office (at the
time of appointment or election) or in a county  contiguous to a county in which
we maintain an office.

         Finally,  the  Nominating  Committee  will take into account  whether a
candidate  satisfies the criteria for "independence"  under the Nasdaq corporate
governance  listing  standards,  and if a nominee is sought  for  service on the
audit  committee,  the  financial  and  accounting  expertise  of  a  candidate,
including  whether the individual  qualifies as independent  for audit committee
standards under the federal securities rules and as an audit committee financial
expert.

         Procedures  for  the  Nomination  of  Directors  by  Stockholders.  The
Nominating  Committee  has adopted  procedures  for the  submission  of director
nominees  by  stockholders.  There  have  been  no  material  changes  to  these
procedures  since they were previously  disclosed in the proxy statement for our
last  annual  meeting  of  stockholders.  If a  determination  is  made  that an
additional  candidate is needed for the Board,  the  Nominating  Committee  will
consider  candidates  submitted  by our  stockholders.  Stockholders  can submit
qualified names of candidates for director by writing to our Corporate Secretary
at 100 South Second Avenue, Alpena, Michigan 49707. The Corporate Secretary must
receive a  submission  not less than ninety  (90) days prior to the  anniversary
date of our proxy  materials  for the  preceding  year's  annual  meeting  for a
candidate to be considered for next year's annual meeting of  stockholders.  The
submission must include the following information:

         o  a  statement  that the writer is a  stockholder  and is  proposing a
            candidate for consideration by the Nominating Committee;

         o  the  qualifications  of the candidate and why the candidate is being
            proposed;

         o  the name and address of the stockholder as they appear on our books,
            and number of shares of our common stock that are owned beneficially
            by such  stockholder  (if the stockholder is not a holder of record,
            appropriate   evidence  of  the  stockholder's   ownership  will  be
            required);

         o  the name, address and contact information for the candidate, and the
            number of shares of our common stock that are owned by the candidate
            (if the candidate is not a holder of record, appropriate evidence of
            the stockholder's ownership will be required);

         o  a statement of the candidate's business and educational experience;

         o  such other information  regarding the candidate as would be required
            to be included in the proxy statement pursuant to SEC Rule 14A;

         o  a statement detailing any relationship between the candidate and us;

         o  a statement detailing any relationship between the candidate and any
            of our customers, suppliers or competitors;

         o  detailed information about any relationship or understanding between
            the proposing stockholder and the candidate; and

         o  a  statement  that the  candidate  is willing to be  considered  and
            willing to serve as a director if nominated and elected.

                                       7


         Submissions that are received and that meet the criteria outlined above
are forwarded to the Chairman of the Nominating Committee for further review and
consideration.  A nomination  submitted by a stockholder for presentation by the
stockholder at an annual meeting of stockholders must comply with the procedural
and  informational  requirements  described  in this proxy  statement  under the
heading "Stockholder  Proposals." We did not receive any outside submissions for
Board nominees for the Meeting.

         Stockholder  Communications with the Board. Any of our stockholders who
wish to communicate with the Board or with any individual  director may write to
our  Corporate  Secretary,  100 South Second  Avenue,  Alpena,  Michigan  49707,
Attention: Board Administration. The letter should indicate that the author is a
stockholder  and if shares are not held of record,  should  include  appropriate
evidence of stock ownership. Depending on the subject matter, management will:

         o  forward the communication to the director or directors to whom it is
            addressed;

         o  attempt to handle the inquiry  directly,  for example  where it is a
            request for information about us or a stock-related matter; or

         o  not forward  the  communication  if it is  primarily  commercial  in
            nature,  relates to an improper or  irrelevant  topic,  or is unduly
            hostile, threatening, illegal or otherwise inappropriate.

         At each  Board  meeting,  management  will  present  a  summary  of all
communications  received since the last meeting that were not forwarded and make
those communications available to the directors.

         The Audit  Committee.  The Audit  Committee  reviews  our  records  and
affairs to determine our financial  condition,  reviews with  management and the
independent  auditors the systems of internal control, and monitors adherence in
accounting and financial reporting to accounting  principles  generally accepted
in the United  States of America.  The Audit  Committee  consists  of  Directors
Rapin,  Townsend  and  VanMassenhove.  Each  member  of the Audit  Committee  is
considered  "independent" as defined in the Nasdaq corporate  governance listing
standards and under SEC Rule 10A-3.  The Board of Directors has determined  that
Gary C.  VanMassenhove,  a certified public  accountant,  qualifies as an "audit
committee financial expert" as that term is defined by the rules and regulations
of the SEC. The Audit Committee met six times during the year ended December 31,
2007. The Audit  Committee  reports to the Board on its activities and findings.
The duties and  responsibilities  of the Audit  Committee  include,  among other
things:

         o  retaining, overseeing and evaluating a firm of independent certified
            public accountants to audit our annual financial statements;

         o  in consultation with the independent  registered public  accountants
            and the internal  auditor,  reviewing the integrity of our financial
            reporting processes, both internal and external;

         o  approving the scope of the audit in advance;

         o  reviewing  the  financial  statements  and  the  audit  report  with
            management and the independent registered public accountants;

         o  considering  whether  the  provision  by  the  external  independent
            registered public  accountants of services not related to the annual
            audit and  quarterly  reviews is  consistent  with  maintaining  the
            independent registered public accounting firm's independence;

         o  reviewing  earnings and  financial  releases and  quarterly  reports
            filed with the SEC;

         o  consulting with the internal audit staff and reviewing  management's
            administration of the system of internal accounting controls;

         o  approving all  engagements  for audit and non-audit  services by the
            independent registered public accountants; and

                                       8


         o  reviewing the adequacy of the audit committee charter.

         The Audit  Committee  operates under a written  charter  adopted by the
Board of Directors which is available on our website at www.first-federal.com.

Audit Committee Report

         Management has the primary responsibility for our internal controls and
financial reporting processes. The independent registered public accountants are
responsible for performing an independent  audit of our  consolidated  financial
statements  in  accordance  with auditing  standards  generally  accepted in the
United States and issuing a report thereon. The Audit Committee's responsibility
is to monitor and oversee these processes.

         As part of its ongoing activities, the Audit Committee has:

         o  reviewed  and  discussed  with   management,   and  the  independent
            registered public accountants,  our audited  consolidated  financial
            statements for the year ended December 31, 2007;

         o  discussed with the  independent  registered  public  accountants the
            matters required to be discussed by Statement on Auditing  Standards
            No.  61,  as  amended,  Communications  with  Audit  Committees,  as
            amended; and

         o  received the written disclosures and the letter from the independent
            registered  public  accountants  required by Independence  Standards
            Board   Standard  No.  1,   Independence   Discussions   with  Audit
            Committees, and has discussed with the independent registered public
            accountants their independence.

         Based on the  review  and  discussions  referred  to  above,  the Audit
Committee  recommended to the Board of Directors  that the audited  consolidated
financial  statements  be included  in our Annual  Report on Form 10-KSB for the
year ended  December 31, 2007 and be filed with the SEC. In addition,  the Audit
Committee  engaged Plante & Moran,  PLLC as our  independent  registered  public
accountants for the year ending December 31, 2008,  subject to the  ratification
of this appointment by our stockholders.

         Plante & Moran, PLLC did not use the services of any persons other than
its  full-time  permanent  employees  on  its  audit  of our  2007  consolidated
financial statements.

         This  report  shall  not be deemed  incorporated  by  reference  by any
general  statement  incorporating  by reference  this proxy  statement  into any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
to the extent that we specifically  incorporate  this  information by reference,
and shall not otherwise be deemed filed under such Acts.

                               The Audit Committee
                            James C. Rapin (Chairman)
                              Gary C. VanMassenhove
                               Thomas R. Townsend

Code of Ethics

         We have adopted a Code of Ethics that is applicable to our officers and
employees,  including  our  principal  executive  officer,  principal  financial
officer,  principal  accounting  officer or  controller,  or persons  performing
similar  functions.   The  Code  of  Ethics  is  available  on  our  website  at
www.first-federal.com.  Amendments  to and waivers  from the Code of Ethics will
also be disclosed on our website.  There were no such  amendments  or waivers in
2007.

Attendance at Annual Meetings of Stockholders

         We do  not  have a  policy  regarding  director  attendance  at  annual
meetings of  stockholders,  although  directors  are  requested  to attend these
meetings absent  unavoidable  conflicts.  All of our directors attended our 2007
annual meeting of stockholders.

                                       9


Executive Compensation

         The  following  table sets forth for the year ended  December  31, 2007
certain  information  as to the  total  remuneration  paid  by us to  Martin  A.
Thomson,  who serves as our Chief Executive  Officer,  and our three most highly
compensated  executive  officers  other than Mr.  Thomson (the "Named  Executive
Officers").  For a narrative  description of information included in this table,
please see the  discussion in this proxy  statement  under the heading  "Benefit
Plans."




                                                SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                  Non-equity    Nonqualified
                                                                                  incentive      deferred
                                                            Stock      Option       plan       compensation   All other
  Name and principal                                      awards(1)   awards(2)  compensation    earnings   compensation
       position           Year   Salary ($)   Bonus ($)      ($)         ($)          ($)           ($)           ($)      Total ($)
- -----------------------   ----  ----------   ---------   ----------   ---------  -----------   -----------   -----------   ---------
                                                                                                
Martin A. Thomson         2007  $  156,806   $      --   $   17,060   $  10,257  $        --    $   10,776   $  33,318(3)  $228,217
Chief Executive Officer   2006     156,806          --       11,386       5,340           --        13,244      28,567      215,343

Michael W. Mahler         2007  $  137,540   $      --   $   16,000   $   8,166  $        --    $       --   $  29,678(4)  $191,384
President and Chief       2006     133,521          --       10,679       4,078           --            --      21,062      169,340
Operating Officer

Amy E. Essex              2007  $  101,161   $      --   $   13,638   $   5,525  $        --    $       --   $  14,078(5)  $134,402
Chief Financial           2006      94,827          --        9,103       2,788           --            --      10,611      117,329
Officer,
Treasurer and
Corporate
Secretary

Jerome W. Tracey          2007  $  103,934   $      --   $   13,638   $   6,139  $        --    $       --    $ 12,833(6)  $136,544
Executive Vice            2006     100,341          --        9,103       3,329           --            --       9,290      122,063
President
and Chief Lending
Officer

- -----------------------------------
(1)  All stock awards to the Named Executive  Officers were made on May 17, 2006
     and were valued under SFAS 123R at the grant date market value of $9.65 per
     share.  The stock awards vest over five years  commencing one year from the
     grant date.

(2)  Option awards to the Named  Executive  Officers were made on March 14, 2006
     and on May 17,  2006 and  were  valued  at  $1.94  and  $2.15  per  option,
     respectively,  based  upon the  Black-Scholes  valuation  model  using  the
     following assumptions: (1) expected term of option, eight years; (2) annual
     volatility of common stock,  13.9%;  (3) expected  dividend yield of common
     stock,   2.16%;   and  (4)  risk-free   interest  rate,  4.70%  and  5.08%,
     respectively,  per annum.  The options vest over five years  commencing one
     year from the grant date.

(3)  Consists  of $13,300 of director  fees for service on our Board;  $1,200 of
     director  fees for  service on the Board of  InsuranCenter  of  Alpena,  an
     affiliate  of  First  Federal  of  Northern  Michigan   Bancorp,   Inc.;  a
     contribution of $10,704 pursuant to our 401(k) plan; $6,344 relating to the
     value of issued ESOP shares;  and $1,770 for dividends received on unvested
     stock awards.  For the year ended  December 31, 2007,  Mr.  Thomson did not
     receive perquisites or personal benefits that exceeded $10,000.

(4)  Consists of $4,100, $1,650 and $1,200,  respectively,  of director fees for
     service on the Board of  Directors of First  Federal of Northern  Michigan,
     for  service  on  the  Board  of  First  Federal  Community  Foundation,  a
     foundation established and funded by First Federal of Northern Michigan and
     for service on the Board of  InsuranCenter  of Alpena;  a  contribution  of
     $9,467 pursuant to our 401(k) plan;  $5,601 relating to the value of issued
     ESOP shares; a $6,000 car allowance for service as Chief Executive  Officer
     of InsuranCenter of Alpena;  and $1,660 for dividends  received on unvested
     stock  awards.  For the year ended  December 31, 2007,  Mr.  Mahler did not
     receive perquisites or personal benefits that exceeded $10,000.


                                       10

- ------------------------
(5)  Consists of $1,650 of director  fees for service on the FFCF,  an affiliate
     of First Federal of Northern  Michigan  Bancorp,  Inc.; a  contribution  of
     $6,828 pursuant to our 401(k) plan;  $4,185 relating to the value of issued
     ESOP shares;  and $1,415 for dividends  received on unvested  stock awards.
     For the year ended December 31, 2007, Ms. Essex did not receive perquisites
     or personal benefits that exceeded $10,000.

(6)  Consists of a contribution  of $7,132  pursuant to our 401(k) plan;  $4,286
     relating  to the value of issued  ESOP  shares;  and $1,415  for  dividends
     received on unvested  stock awards.  For the year ended  December 31, 2007,
     Mr. Tracey did not receive  perquisites or personal  benefits that exceeded
     $10,000.





                                       11


Outstanding   Equity  Awards  at  Year  End.  The  following  table  sets  forth
information  with respect to  outstanding  equity awards as of December 31, 2007
for the Named Executive Officers. All awards of common stock and options vest at
a rate of 20% per year  beginning on the first  anniversary  of the grants.  The
other  terms of the  awards are  described  in this  proxy  statement  under the
heading "Benefit Plans."



                              OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2007
- -----------------------------------------------------------------------------------------------------
                                                         Option awards
                            -------------------------------------------------------------------------


                                                             Equity
                                                         incentive plan
                                                            awards:
                             Number of      Number of      number of
                             securities    securities      securities
                             underlying    underlying      underlying
                            unexercised    unexercised    unexercised      Option         Option
                            options (#)    options (#)   earned options   exercise      expiration
           Name             exercisable   unexercisable       (#)         price ($)        date
- -------------------------   -----------   -------------  --------------  ----------   ---------------
                                                                               
Martin A. Thomson
Chief Executive Officer
March 27, 2002 Options            1,848             -                    $   7.44     March 27, 2012
March 14, 2006 Options            1,000         1,500                    $   9.20     March 14, 2016
May 17, 2006 Options              4,420        17,680                    $   9.65     May 17, 2016
May 17, 2006 Share Awards

Michael W. Mahler
President and Chief
Operating Officer
March 14, 2006 Options            1,000         1,500                    $   9.20     March 14, 2016
May 17, 2006 Options              3,680        14,720                    $   9.65     May 17, 2016
May 17, 2006 Share Awards

Amy E. Essex
Chief Financial Officer
March 14, 2006 Options            1,000         1,500                    $   9.20     March 14, 2016
May 17, 2006 Options              2,358         9,432                    $   9.65     May 17, 2016
May 17, 2006 Share Awards

Jerome W. Tracey
Executive Vice President
and Chief Lending Officer
March 27, 2002 Options            1,848                                  $   7.44     March 27, 2012
March 14, 2006 Options            1,000         1,500                    $   9.20     March 14, 2016
May 17, 2006 Options              2,358         9,432                    $   9.65     May 17, 2016
May 17, 2006 Share
Awards



                                                       Stock awards
                            ----------------------------------------------------------------------
                                                                                    Equity
                                                                                   incentive
                                                                                     plan
                                                                                    awards:
                                                                                   market or
                                                               Equity incentive  payout value
                              Number of      Market value of     plan awards:     of unearned
                              shares or      shares or units      number of      shares, units
                                units              of          unearned shares,    or other
                            of stock that    stock that have    units or other      rights
                               have not            not         rights that have  that have not
           Name               vested (#)      vested(1) ($)     not vested (#)    vested ($)
- -------------------------    -----------    ----------------   ----------------  -----------------
                                                                        
Martin A. Thomson
Chief Executive Officer                                                  N/A            N/A
March 27, 2002 Options
March 14, 2006 Options
May 17, 2006 Options
May 17, 2006 Share Awards         7,080     $       52,038

Michael W. Mahler
President and Chief
Operating Officer                                                        N/A            N/A
March 14, 2006 Options
May 17, 2006 Options
May 17, 2006 Share Awards         6,640     $       48,804

Amy E. Essex
Chief Financial Officer                                                  N/A            N/A
March 14, 2006 Options
May 17, 2006 Options
May 17, 2006 Share Awards         5,660     $       41,601

Jerome W. Tracey
Executive Vice President
and Chief Lending Officer
March 27, 2002 Options                                                   N/A            N/A
March 14, 2006 Options
May 17, 2006 Options
May 17, 2006 Share                5,660     $       41,601
Awards


- ---------------------------
(1) The amounts in this column are based on the fair market  value of our common
stock on December 31, 2007 of $7.35.


                                       12



Benefit Plans

         Defined Benefit Plan.  First Federal of Northern  Michigan  maintains a
noncontributory  defined benefit plan (the "Retirement Plan"). All employees age
21 or older, who have worked at First Federal of Northern  Michigan for a period
of one year and have been credited  with 1,000 or more hours of employment  with
the Bank during the year,  are eligible to accrue  benefits under the Retirement
Plan. The Bank annually  contributes an amount to the Retirement  Plan necessary
to satisfy the actuarially determined minimum funding requirements in accordance
with  the  Employment  Retirement  Income  Security  Act  of  1974,  as  amended
("ERISA").

         At the normal  retirement age of 65, the Retirement Plan is designed to
provide a life annuity.  The retirement  benefit  provided is an amount equal to
2.5%  of a  participant's  average  salary  based  on the  average  of the  five
consecutive years during the participant's  years of employment that provide the
highest average annual salary multiplied by the participant's  years of credited
service to the normal retirement date. Retirement benefits are also payable upon
retirement  due to early and late  retirement.  Benefits  are also paid from the
Retirement Plan upon a  participant's  disability or death. A reduced benefit is
payable upon early retirement at or after age 55. Upon termination of employment
other than as specified  above, a participant who was employed by the Bank for a
minimum of five years is eligible to receive his or her accrued  benefit reduced
for  early  retirement  or a  deferred  retirement  benefit  commencing  on such
participant's  normal  retirement date.  Benefits are payable in various annuity
forms as well as in the form of a single  lump sum  payment.  For the year ended
December  31,  2007,  the Bank  made  contributions  to the  Retirement  Plan of
$116,625.

         In 2004,  the  Board  amended  the  Retirement  Plan and set a  20-year
limitation as the maximum number of employment  years an employee is entitled to
under the Retirement Plan. In April 2005, the Board froze the Retirement Plan as
to current  participants  and excluded  from the  Retirement  Plan new employees
hired after July 1, 2004.

         The following table indicates the annual retirement  benefit that would
be payable  under the  Retirement  Plan upon  retirement  at age 65 in plan year
2007,  expressed  in the form of a single  life  annuity  for the final  average
salary and benefit service  classification  specified  below. As of December 31,
2007,  Messrs.  Thomson,  Mahler and Tracey and Ms. Essex had seven years,  five
years, eight years and four years credited service (i.e.,  benefit service) with
the Bank, respectively.

           ===========================================================
               High 5-Year
              Average Salary      10            15            20
           -----------------------------------------------------------
                 $15,000        $3,750        $5,625        $7,500
           -----------------------------------------------------------
                 $25,000        $6,250        $9,375        $12,500
           -----------------------------------------------------------
                 $50,000        $12,500      $18,750        $25,000
           -----------------------------------------------------------
                 $100,000       $25,000      $37,500        $50,000
           -----------------------------------------------------------
                 $150,000       $37,500      $56,250        $75,000
           ===========================================================

         Employee Stock Ownership Plan and Trust. The Bank has an employee stock
ownership  plan  ("ESOP")  and related  trust for eligible  employees.  The ESOP
purchased  138,709 shares of our common stock in our offering that was completed
in April 2005.  The ESOP obtained a loan from us to purchase  these shares.  The
ESOP loan amortizes over a 15-year  period,  but the ESOP is entitled to pay off
the loan at any time without incurring a penalty. Collateral for the loan is the
common stock purchased by the ESOP.

         The ESOP is a tax-qualified  plan subject to the  requirements of ERISA
and the Internal  Revenue Code of 1986 (the "Code").  Employees  with a 12-month
period of employment with the Bank during which they worked at least 1,000 hours
and who have attained age 21 are eligible to participate.

         Contributions to the ESOP and shares released from the suspense account
in an amount  proportional to the repayment of the ESOP loan are allocated among
participants on the basis of  compensation  in the year of allocation,  up to an
annual adjusted  maximum level of compensation.  Benefits  generally become 100%
vested after five years of credited  service.  Forfeitures  will be  reallocated
among remaining participating employees in the same proportion as contributions.
Benefits are payable upon death,  retirement,  early  retirement,  disability or
separation from service.  The Bank's contributions to the ESOP are not fixed, so
benefits payable under the ESOP cannot be estimated.

                                       13


         The  Bank's  Board of  Directors  administers  the  ESOP.  The Bank has
appointed First Bankers Trust Company,  Quincy,  Illinois to serve as trustee of
the ESOP.  The ESOP Committee may instruct the trustee  regarding  investment of
funds contributed to the ESOP. The ESOP trustee,  subject to its fiduciary duty,
must  vote  all  allocated  shares  held in the  ESOP  in  accordance  with  the
instructions of participating employees. Under the ESOP, nondirected shares will
be voted in a manner  calculated to most accurately  reflect the instructions it
has received from  participants  regarding  the allocated  stock so long as such
vote is in accordance with the provisions of ERISA. At December 31, 2007,  there
were 96,962 unallocated shares held in the ESOP.

         401(k) Plan. First Federal of Northern Michigan maintains a 401(k) Plan
for our employees.  The Plan is tax-qualified and permits  participants to elect
to defer up to 50% of the  participant's  eligible annual  compensation into the
Plan.  Until  2004,  the  Bank  made  matching   contributions  of  50%  of  the
participant's  contribution,  with the match being up to 3% of the participant's
eligible  annual  compensation  for the year. In July 2005, at the time we froze
the Defined Benefit Plan, as described above, we modified the matching  schedule
to be  100%  on  the  first  2% of  contributions  and  50% on  the  next  2% of
contributions.  The vesting schedule for matching  contributions is 20% per year
of service over a five-year period.  Forfeitures of discretionary  contributions
are used to reduce our  contributions  in succeeding  plan years.  In connection
with our 2005 stock offering, the 401(k) Plan was amended to permit participants
to direct the investment of their 401(k) Plan account balances. Participants are
permitted to invest their account balances in shares of our common stock through
an employer stock fund that has been established in the Plan.

         2006 Stock-Based Incentive Plan. In May 2006, our stockholders approved
the 2006 First Federal of Northern Michigan Bancorp,  Inc. Stock-Based Incentive
Plan (the  "Incentive  Plan") to provide our  officers,  employees and directors
with additional incentives to promote our growth and performance.  The Incentive
Plan will  remain in effect  for a period  of ten years  following  adoption  by
stockholders.

         The Incentive  Plan  authorizes the issuance of up to 242,740 shares of
our  common  stock  pursuant  to grants of  incentive  and  non-statutory  stock
options,  reload options, stock appreciation rights and restricted stock awards,
provided  that no more than  69,354  shares  may be issued as  restricted  stock
awards,  and no more than 173,386 shares may be issued  pursuant to the exercise
of stock  options.  The  Incentive  Plan is  administered  by a  committee  (the
"Committee") appointed by the Chairman of the Board of Directors, which includes
two or more of our disinterested directors who are "non-employee  directors," as
that term is defined for purposes of Rule 16b under the Securities  Exchange Act
of 1934. The Incentive Plan also permits the Board of Directors or the Committee
to  delegate  to one or  more  of our  officers  the  Committee's  power  to (i)
designate officers and employees who will receive awards, and (ii) determine the
number of awards to be received by them.

         Our  employees  and outside  directors  are eligible to receive  awards
under the Incentive  Plan.  Awards may be granted in a combination  of incentive
and non-statutory  stock options,  stock appreciation rights or restricted stock
awards.  The exercise  price of options  granted  under the plan may not be less
than the fair  market  value on the date the  stock  option  is  granted.  Stock
options are either "incentive" stock options or  "non-qualified"  stock options.
Stock options are subject to vesting  conditions and  restrictions as determined
by the Committee.

         The  Compensation  Committee of the Board of Directors  approved awards
under the Incentive Plan on May 17, 2006. All awards of common stock and options
on common stock  reported in the Summary  Compensation  Table and the Directors'
Compensation Table reflect a five-year vesting schedule (20% per year). Pursuant
to the awards,  all  awardees  are  entitled to cash  dividends  on common stock
awards,  whether such awards are vested or not.  Currently,  the quarterly  cash
dividend on common  stock is $0.05 per share.  Apart from the vesting  schedule,
there  are no  performance-based  conditions  or any other  material  conditions
applicable to the awards made on May 17, 2006.

         Stock  appreciation  rights may be granted in tandem with stock options
and give the  recipient the right to receive a payment in our common stock of an
amount  equal to the excess of the fair market  value of a  specified  number of
shares of our common stock on the date of the exercise of the stock appreciation
rights  over the fair market  value of the common  stock on the date of grant of
the stock  appreciation  right, as set forth in the recipient's award agreement.
Stock appreciation  rights will not be granted unless (i) the stock appreciation
right is  settled  solely in our  common  stock;  and (ii)  there is no  further
ability to defer the income  received on the exercise of the stock  appreciation
right. The grant of awards on May 17, 2006 included stock appreciation rights.

                                       14


         Stock  awards  under the  Incentive  Plan will be granted only in whole
shares of common stock.  Stock awards will be subject to conditions  established
by the  Committee  that are set forth in the award  agreement.  Any stock  award
granted under the Incentive Plan will be subject to vesting as determined by the
Committee.

         Upon the  occurrence  of an event  constituting  a change in control of
First Federal of Northern  Michigan  Bancorp,  Inc., as defined in the Incentive
Plan,  all stock  options  will become fully  vested,  and all stock awards then
outstanding will vest free of restrictions.

         1996 Stock  Option  Plan.  Certain of our  employees  and  non-employee
directors are eligible to  participate  in our 1996 Stock Option Plan (the "1996
Option  Plan").  The 1996 Option Plan  authorizes the grant of stock options and
limited  rights to purchase  69,000  shares  (10% of the shares of common  stock
issued to minority  stockholders in our initial 1994 public offering).  Upon the
closing of our 2005 stock  offering,  the shares of common stock  subject to the
1996 Option Plan were adjusted  pursuant to the exchange ratio.  Pursuant to the
1996 Option  Plan,  grants may be made of (i) options to purchase  common  stock
intended to qualify as incentive  stock  options  under Section 422 of the Code,
(ii) options that do not so qualify ("non-statutory  options") and (iii) limited
rights  (described  below) that are exercisable only upon a change in control of
the Bank or the Company.

         The 1996  Option Plan is  administered  by a  committee  consisting  of
certain non-employee  directors of the Board of Directors (the "Committee").  In
granting  options,  the Committee  considers  factors such as salary,  length of
employment with us, and the employee's  overall  performance.  All stock options
are  exercisable  in five equal annual  installments  of 20% commencing one year
from  the date of  grant;  provided,  however,  that  all  options  will be 100%
exercisable  in the event the  optionee  terminates  his  service  due to normal
retirement,  death or disability,  or in the event of a change in control of the
Company or the Bank.  Options must be exercised within 10 years from the date of
grant.  Stock options may be exercised up to one year  following  termination of
service or such later period as determined by the Committee.  The exercise price
of the options will be at least 100% of the fair market value of the  underlying
common stock at the time of the grant. The exercise price may be paid in cash or
common stock.

         Incentive  stock  options  will  only  be  granted  to  our  employees.
Non-employee directors will be granted non-statutory stock options. No incentive
stock option granted in connection  with the 1996 Option Plan may be exercisable
more than three months  after the date on which the  optionee  ceases to perform
services  for  us,  except  that  in the  event  of  death,  disability,  normal
retirement,  or a change in control of the Bank or the Company,  incentive stock
options may be exercisable  for up to one year;  provided,  however,  that if an
optionee  ceases to perform  services  for us due to  retirement  or following a
change in control (as  defined in the 1996 Option  Plan),  any  incentive  stock
options  exercised more than three months following the date the optionee ceases
to  perform  services  shall be  treated  as a  non-statutory  stock  option  as
described above.

         Upon the  exercise  of  "limited  rights"  in the  event of a change in
control, the optionee will be entitled to receive a lump sum cash payment, or in
certain cases,  common stock, equal to the difference between the exercise price
of the option and the fair market value of the shares of common stock subject to
the option on the date of exercise of the right in lieu of purchasing  the stock
underlying the option. In the event of death or disability,  if requested by the
optionee or beneficiary,  we may elect,  in exchange for the option,  to pay the
optionee,  or  beneficiary  in the event of death,  the amount by which the fair
market value of the common stock exceeds the exercise price of the option on the
date of the optionee's termination of service for death or disability.

         Pursuant  to  the  1996  Option  Plan,  non-employee  directors  at the
inception of the Plan on April 17, 1996, Messrs.  Rapin,  Thomson,  and Wallace,
were each  granted  options to  purchase  6,037  shares of common  stock.  These
options were granted at an exercise  price of $10.00 per share and have all been
vested.  The  number of  options  and the  exercise  price of the  options  were
converted  pursuant to the 1.8477-for-1 stock split effective as of the close of
business on April 1, 2005 in connection with the closing of the  mutual-to-stock
conversion of Alpena  Bancshares,  M.H.C.  There were options granted under this
Plan in 2006.

         1996  Recognition  and  Retention  Plan.  Certain of our  employees and
non-employee  directors are eligible to participate in our 1996  Recognition and
Retention Plan (the  "Recognition  Plan"). A Committee of the Board of Directors
composed  of  "disinterested"   directors  (the  "Recognition  Plan  Committee")
administers  the  Recognition  Plan and makes awards to  executive  officers and
employees.  Participants in the Recognition  Plan earn (become vested in) shares
of Restricted Stock covered by an award and all restrictions lapse over a period
of time  commencing  from the date of the  award;  provided,  however,  that the
Recognition  Plan  Committee  may  accelerate or

                                       15


extend the earnings rate on any awards made to officers and employees  under the
Recognition  Plan.  Awards to non-employee  directors vest at the rate of 20% of
the amount  initially  awarded  commencing  one year from the date of the award.
Awards to executive  officers and employees become fully vested upon termination
of  employment  or service  due to death,  disability  or normal  retirement  or
following a termination of employment or service in connection  with a change in
the  control of the Bank or the  Company.  Upon  termination  of  employment  or
service for another reason, unvested shares are forfeited.

         At the  inception  of the  Recognition  and  Retention  Plan  in  1996,
non-employee  directors  Rapin,  Thomson,  and Wallace were each  granted  2,415
shares of common  stock,  which  shares  have been  earned and  issued.  Messrs.
VanMassenhove  and  Townsend,  who were  appointed  to the Board of Directors in
September  2001 and April 2002,  respectively,  have not been awarded any shares
under the Recognition and Retention Plan. Awards to non-employee directors fully
vest upon a non-employee  director's  disability,  death, normal retirement,  or
following  termination of service in connection  with a change in control of the
Bank or the Company.  Unvested shares of Restricted Stock will be forfeited by a
non-employee director upon failure to seek reelection,  failure to be reelected,
or resignation from the Board (other than in connection with normal  retirement,
as defined by the Recognition Plan).

         Change in  Control  Agreements.  The Bank has  entered  into  change in
control agreements with Martin A. Thomson,  Chief Executive Officer, and Michael
W. Mahler, President and Chief Operating Officer, which provide certain benefits
in the  event of a change in  control  of the Bank or the  Company.  Each of the
change in control agreements provides for a term of up to 36 months.  Commencing
on each  anniversary  date,  the Board of  Directors  may  extend  the change in
control  agreements  for an additional  year.  The change in control  agreements
enable  us  to  offer  to  designated   officers  certain   protections  against
termination without cause in the event of a change in control (as defined in the
agreements). These protections against termination without cause in the event of
a change in control are frequently offered by other financial institutions,  and
we  may  be at a  competitive  disadvantage  in  attracting  and  retaining  key
employees if we do not offer similar protections.

         Following a change in control of the Company or the Bank, an officer is
entitled to a payment  under the change in control  agreement  if the  officer's
employment is involuntarily terminated during the term of such agreement,  other
than for  cause,  as  defined,  death  or  disability.  Involuntary  termination
includes  the  officer's  termination  of  employment  during  the  term  of the
agreement and following a change in control as the result of a demotion, loss of
title,  office or  significant  authority,  reduction  in the  officer's  annual
compensation  or benefits,  or relocation of the  officer's  principal  place of
employment  by more than 25 miles  from its  location  immediately  prior to the
change in control.  In addition,  for the first 12 months  following a change in
control, if we (or our successor) fail to renew the change in control agreement,
the executive can voluntarily resign and receive the severance  payment.  In the
event  that an  officer  who is a party  to a change  in  control  agreement  is
entitled to receive payments  pursuant to the change in control  agreement,  the
officer  will  receive a cash payment of up to a maximum of two times the sum of
base salary and highest  rate of bonuses  awarded to the officer  over the prior
three  years,  subject  to  applicable  withholding  taxes.  Under the change in
control  agreements,  Messrs.  Thomson and Mahler  would  receive  $393,800  and
$313,000,  respectively,  upon a change in control, based upon current levels of
compensation.  In addition to the  severance  payment,  each covered  officer is
entitled to receive life,  medical and dental  coverage for a period of up to 24
months from the date of termination,  as well as a lump-sum payment equal to the
excess,  if any, of (a) the present value of benefits to which the officer would
be entitled  under our defined  benefit  plan if the officer had the  additional
years of service that he would have had if he had  continued  working for us for
24 months following his termination,  over (b) the present value of the benefits
to which the officer is actually  entitled under our defined  benefit plan as of
the date of his  termination.  Notwithstanding  any provision to the contrary in
the change in control agreement, payments under the change in control agreements
are limited so that they will not constitute an excess  parachute  payment under
Section 280G of the Internal Revenue Code.

Equity Compensation Plan Disclosure

         Set forth  below is  information  as of  December  31,  2007  regarding
compensation  plans under which equity  securities  of First Federal of Northern
Michigan Bancorp, Inc. are authorized for issuance:

                                       16




=============================================================================================================
                              Number of Securities to be
                                Issued upon Exercise of                             Number of Securities
                                Outstanding Options and      Weighted Average      Remaining Available for
             Plan                       Rights                Exercise Price         Issuance under Plan
- -------------------------------------------------------------------------------------------------------------
                                                                                   
Equity compensation plans               198,590             $             9.48              43,600
approved by stockholders
- -------------------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by stockholders                   --                               --                  --
- -------------------------------------------------------------------------------------------------------------
     Total                              198,590             $             9.48              43,600
=============================================================================================================







                                       17


Directors' Compensation

         The  following  table sets forth for the year ended  December  31, 2007
certain  information as to the total remuneration we paid to our directors other
than  Mr.  Thomson.  Compensation  paid to Mr.  Thomson  for his  services  as a
Director is included in "Executive Compensation--Summary Compensation Table."



                                     DIRECTOR COMPENSATION TABLE FOR THE YEAR ENDED DECEMBER 31, 2007
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                          Non-equity     Nonqualified
                                                                        incentive plan    deferred
                        Fees earned or                  Option awards    compensation    compensation    All other
        Name           paid in cash ($) Stock awards ($)     ($)             ($)         earnings ($)  compensation ($)   Total ($)
- ---------------------  ---------------- --------------- -------------   -------------   -------------  ---------------- ------------
                                                                                                   
James C. Rapin          $      17,100   $       7,940   $       2,923   $          --   $       5,802   $       1,200   $     34,965
Thomas R. Townsend      $      15,300   $       7,940   $       2,923   $          --             N/A   $          --   $     26,163
Gary C. VanMassenhove   $      15,300   $       7,940   $       2,923   $          --             N/A   $       1,650   $     27,813
Keith D. Wallace        $      13,800   $       7,940   $       2,923   $          --   $       6,449   $          --   $     31,112







                                       18



         Directors' Fees. Each of the individuals who currently serves as one of
our directors  also serves as a director of First  Federal of Northern  Michigan
and earns director and committee  fees in that capacity.  Mr. Mahler serves as a
director of the Bank only, effective June 2007.

         In 2007,  each director of the Bank received a $700 monthly meeting fee
(with the exception of Mr.  Mahler who received $500 per meeting),  payable only
if the  director  attended the  meeting.  Each  director is paid for one excused
absence.  The  Chairman  of the Board  received  $850 for each  regular  meeting
attended,  and  each  director  received  $300 for each  special  Board  meeting
attended.

         In addition to the  foregoing,  during 2007,  Messrs.  Rapin,  Thomson,
Wallace,  VanMassenhove,  Townsend and Mahler received $3,900,  $2,100,  $2,400,
$3,900,  $3,900 and $600,  respectively,  for their  services  as members of the
Bank's Executive and Audit Committees.

         First Federal of Northern  Michigan paid a total of $78,900 in director
and  committee  fees to members of the Board of Directors  during the year ended
December 31, 2007.

Transactions with Certain Related Persons

         In the ordinary course of business,  First Federal of Northern Michigan
makes loans available to its directors,  officers and employees. These loans are
made in the  ordinary  course  of  business  on  substantially  the same  terms,
including interest rate and collateral,  as comparable loans to other borrowers.
Loans made to directors or executive  officers,  including any  modification  of
such loans, must be approved by a majority of disinterested members of the Board
of Directors. Management believes that these loans neither involve more than the
normal risk of collectibility nor present other unfavorable features.

         Section 402 of the  Sarbanes-Oxley  Act of 2002 generally  prohibits an
issuer  from:  (1)  extending  or  maintaining  credit;  (2)  arranging  for the
extension  of credit;  or (3)  renewing an  extension of credit in the form of a
personal loan for an officer or director.  There are several  exceptions to this
general prohibition,  one of which is applicable to us.  Sarbanes-Oxley does not
apply to loans made by a depository  institution  that is insured by the Federal
Deposit Insurance Corporation and is subject to the insider lending restrictions
of the Federal  Reserve Act. All loans to our directors and officers are made in
conformity with the Federal Reserve Act and applicable regulations.

Section 16(a) Beneficial Ownership Reporting Compliance

         Our common stock is  registered  with the SEC pursuant to Section 12(g)
of the Exchange Act. Our officers and directors and beneficial owners of greater
than 10% of our common  stock ("10%  beneficial  owners")  are  required to file
reports on Forms 3, 4, and 5 with the SEC  disclosing  beneficial  ownership and
changes  in  beneficial  ownership  of  the  common  stock.  SEC  rules  require
disclosure in our Proxy Statement or Annual Report on Form 10-KSB of the failure
of an officer,  director,  or 10% beneficial owner of our common stock to file a
Form 3,  4, or 5 on a  timely  basis.  Based  on our  review  of such  ownership
reports, no officer, director or 10% beneficial owner of our common stock failed
to file such ownership reports on a timely basis for the year ended December 31,
2007.


- --------------------------------------------------------------------------------
             PROPOSAL II--RATIFICATION OF APPOINTMENT OF INDEPENDENT
                          REGISTERED PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------

         Our  independent  registered  public  accountants  for the  year  ended
December 31, 2007 were Plante & Moran,  PLLC.  The Audit  Committee  has engaged
Plante & Moran, PLLC to be the our independent registered public accountants for
the 2007 fiscal  year,  subject to the  ratification  of the  engagement  by our
stockholders.  At the  Meeting,  stockholders  will  consider  and  vote  on the
ratification  of the  engagement  of  Plante & Moran,  PLLC for the year  ending
December  31,  2008.  A  representative  of Plante & Moran,  PLLC is expected to
attend the Meeting to respond to  appropriate  questions and to make a statement
if he so desires.

         Stockholder  ratification  of the selection of Plante & Moran,  PLLC is
not  required by our bylaws or  otherwise.  However,  the Board of  Directors is
submitting the selection of the independent registered public accountants to the
stockholders  for  ratification as a matter of good corporate  practice.  If the
stockholders  fail to

                                       19


ratify  the  selection  of  Plante &  Moran,  PLLC,  the  Audit  Committee  will
reconsider  whether  or not to  retain  that  firm.  Even  if the  selection  is
ratified,  the Audit Committee in its discretion may direct the appointment of a
different  independent  accounting  firm  at any  time  during  the  year  if it
determines that such change is in our best interests of our stockholders.

Fees Paid to Plante & Moran, PLLC

         Set forth below is certain information concerning aggregate fees billed
for professional services rendered by Plante & Moran, PLLC during 2007 and 2006:

         Audit Fees. The aggregate fees billed to us by Plante & Moran, PLLC for
professional  services  rendered  by  Plante & Moran,  PLLC for the audit of our
annual financial statements,  review of the financial statements included in our
Quarterly  Reports on Form 10-QSB and  services  that are  normally  provided by
Plante & Moran,  PLLC in connection  with statutory and  regulatory  filings and
engagements  were $88,725 and $86,800  during the years ended  December 31, 2007
and 2006, respectively.

         Audit-Related  Fees. The aggregate fees billed to us by Plante & Moran,
PLLC for assurance and related  services  rendered by Plante & Moran,  PLLC that
are  reasonably  related  to the  performance  of the audit of and review of the
financial  statements and that are not already  reported in "Audit Fees," above,
were  $4,810  and $9,285  during the years  ended  December  31,  2007 and 2006,
respectively.

         Tax Fees. The aggregate  fees billed to us by Plante & Moran,  PLLC for
professional  services rendered by Plante & Moran, PLLC for tax compliance,  tax
advice and tax planning were $7,650 and $9,000  during the years ended  December
31, 2007 and 2006, respectively.

         All Other Fees. The aggregate fees billed to us by Plante & Moran, PLLC
that are not described  above were $0 and $9,250 during the years ended December
31, 2007 and 2006, respectively.  For 2006, these services included consultation
on compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

         The Audit  Committee has considered  whether the provision of non-audit
services is compatible with maintaining Plante & Moran, PLLC's independence. The
Audit Committee concluded that performing such services does not affect Plante &
Moran, PLLC's independence in performing its function as our auditor.

Policy on Audit  Committee  Pre-Approval  of Audit  and  Non-Audit  Services  of
Independent Auditor

         The Audit Committee's  policy is to pre-approve all audit and non-audit
services provided by the independent auditors.  These services may include audit
services,  audit-related services, tax services and other services. Pre-approval
is generally  provided for up to one year and any pre-approval is detailed as to
particular  service  or  category  of  services  and is  generally  subject to a
specific budget. The Audit Committee has delegated pre-approval authority to its
Chairman when expedition of services is necessary.  The independent auditors and
management  are  required  to  periodically  report to the full Audit  Committee
regarding  the  extent of  services  provided  by the  independent  auditors  in
accordance with this  pre-approval,  and the fees for the services  performed to
date. For 2007, all services were pre-approved by the Audit Committee.

Required Vote and Recommendation of the Board of Directors.

         In order to ratify the selection of Plante & Moran, PLLC as independent
auditors for the 2008 fiscal year,  the  proposal  must receive the  affirmative
vote of at least a majority of the votes cast at the Annual  Meeting,  either in
person  or by  proxy,  without  regard to broker  non-votes  or  proxies  marked
abstain.

                 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
        THE RATIFICATION OF PLANTE & MORAN, PLLC AS INDEPENDENT AUDITORS

- --------------------------------------------------------------------------------
                              STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------

         In order to be eligible for  inclusion in our proxy  materials for next
year's Annual Meeting of Stockholders,  any stockholder  proposal to take action
at such  meeting  must be received at our  executive  office,  100 South  Second

                                       20


Avenue,  Alpena,  Michigan  49707,  no later than  December 18,  2008.  Any such
proposal shall be subject to the  requirements  of the proxy rules adopted under
the Exchange Act.

- --------------------------------------------------------------------------------
                   OTHER MATTERS AND ADVANCE NOTICE PROCEDURES
- --------------------------------------------------------------------------------

         The Board of  Directors is not aware of any business to come before the
Annual Meeting other than the matters  described above in this proxy  statement.
However,  if any matters should properly come before the Annual  Meeting,  it is
intended  that  holders of the proxies will act as directed by a majority of the
Board of  Directors,  except for  matters  related to the  conduct of the Annual
Meeting, as to which they shall act in accordance with their best judgment.  The
Board of  Directors  intends to  exercise  its  discretionary  authority  to the
fullest extent permitted under the Exchange Act.

         Our bylaws provide an advance notice procedure for certain business, or
nominations to the Board of Directors, to be brought before an annual meeting of
stockholders.  In order for a stockholder to properly  bring business  before an
annual  meeting,  or to  propose  a  nominee  to the  Board  of  Directors,  the
stockholder  must give written notice to our Secretary not less than ninety (90)
days prior to the date of our proxy  materials for the  preceding  year's annual
meeting;  provided,  however, that if the date of the annual meeting is advanced
more than  twenty  (20) days  prior to or  delayed  by more than sixty (60) days
after the  anniversary  of the preceding  year's annual  meeting,  notice by the
stockholder to be timely must be received not earlier than the close of business
on the 120th day prior to the date of such annual meeting and not later than the
close of  business  on the  later of (A) the 90th day  prior to the date of such
annual  meeting or (B) the tenth day following the first to occur of (i) the day
on which  notice of the date of the  annual  meeting  was  mailed  or  otherwise
transmitted  or (ii) the day on which we first made public  announcement  of the
date of the annual  meeting.  The notice must  include the  stockholder's  name,
record  address,  and number of shares  owned,  describe  briefly  the  proposed
business,  the reasons for bringing the business before the annual meeting,  and
any material interest of the stockholder in the proposed  business.  In the case
of  nominations  to the Board of Directors,  certain  information  regarding the
nominee must be provided.  Nothing in this paragraph  shall be deemed to require
us to include in our proxy statement and proxy relating to an annual meeting any
stockholder  proposal that does not meet all of the  requirements  for inclusion
established by the Securities and Exchange Commission in effect at the time such
proposal is received.

         Advance  written  notice of  business  or  nominations  to the Board of
Directors to be brought before the 2008 Annual Meeting of  Stockholders  must be
given to us no later than  January 19,  2009.  The date on which the 2009 Annual
Meeting of Stockholders is expected to be held is May 20, 2009.

- --------------------------------------------------------------------------------
                                  MISCELLANEOUS
- --------------------------------------------------------------------------------

         We will bear the cost of  solicitation  of proxies.  We will  reimburse
brokerage  firms and other  custodians,  nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy materials to the beneficial owners of
our common stock. In addition to solicitations by mail, directors, officers, and
our  regular  employees  may  solicit  proxies  personally  or by  telegraph  or
telephone without additional compensation.

         A COPY OF OUR REPORT ON FORM  10-KSB FOR THE YEAR  ENDED  DECEMBER  31,
2007 WILL BE FURNISHED  WITHOUT CHARGE TO  STOCKHOLDERS  AS OF THE VOTING RECORD
DATE UPON WRITTEN REQUEST TO AMY E. ESSEX, SECRETARY,  FIRST FEDERAL OF NORTHERN
MICHIGAN BANCORP, INC., 100 SOUTH SECOND AVENUE, ALPENA, MICHIGAN 49707.

                                             BY ORDER OF THE BOARD OF DIRECTORS

                                             /s/ Amy E. Essex
                                             ----------------------------------
                                             Amy E. Essex
                                             Secretary

Alpena, Michigan
April 18, 2008


                                       21


                                 REVOCABLE PROXY

                FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC.
                         ANNUAL MEETING OF STOCKHOLDERS

                                  May 21, 2008

         The undersigned hereby appoints the full Board of Directors,  with full
powers of  substitution  to act as attorneys and proxies for the  undersigned to
vote all shares of common stock of First Federal of Northern  Michigan  Bancorp,
Inc.  which  the  undersigned  is  entitled  to vote at the  Annual  Meeting  of
Stockholders  (the  "Meeting")  to be held  at  2885  South  County  Road  #489,
Lewiston,  Michigan,  at 1:00 p.m.  Michigan time on May 21, 2008.  The official
proxy  committee is  authorized  to cast all votes to which the  undersigned  is
entitled as follows:



                                                                                                              

                                                                                                     VOTE
                                                                                     FOR           WITHHELD
                                                                                     ---           --------
1.       The  election as director  of the nominee  listed  below to serve for a
         three-year term

                  James C. Rapin                                                     [_]              [_]

                  Martin A. Thomson                                                  [_]              [_]

                                                                                     FOR           AGAINST          ABSTAIN
                                                                                     ---           -------          -------
2.       The  ratification  of the  appointment  of  Plante  &  Moran,  PLLC  as     [_]             [_]              [_]
         independent  registered public accountants for the year ending December
         31, 2008.


  The Board of Directors recommends a vote "FOR" each of the listed proposals.

- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY  WILL BE VOTED FOR EACH OF THE  PROPOSITIONS  STATED  ABOVE.  IF ANY OTHER
BUSINESS  IS  PRESENTED  AT  SUCH  MEETING,  THIS  PROXY  WILL BE  VOTED  BY THE
ABOVE-NAMED PROXIES AT THE DIRECTION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT
THE  PRESENT  TIME,  THE BOARD OF  DIRECTORS  KNOWS OF NO OTHER  BUSINESS  TO BE
PRESENTED AT THE MEETING.
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                THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

         Should the  undersigned  be present and elect to vote at the Meeting or
at any  adjournment  thereof and after  notification  to the  Secretary of First
Federal of Northern Michigan  Bancorp,  Inc. at the Meeting of the stockholder's
decision to terminate  this proxy,  then the power of said attorneys and proxies
shall be deemed  terminated  and of no further force and effect.  This proxy may
also be revoked by sending  written  notice to the Secretary of First Federal of
Northern Michigan Bancorp, Inc. at the address set forth on the Notice of Annual
Meeting of Stockholders,  or by the filing of a later proxy statement prior to a
vote being taken on a particular proposal at the Meeting.

         The  undersigned  acknowledges  receipt from First  Federal of Northern
Michigan  Bancorp,  Inc. prior to the execution of this proxy of a Notice of the
Meeting and a proxy statement dated April 18, 2008.



Dated:______________________, 2008           [_]  Check Box if You Plan
                                                  to Attend Meeting


- ----------------------------------           -----------------------------------
PRINT NAME OF STOCKHOLDER                    PRINT NAME OF STOCKHOLDER


- ----------------------------------           -----------------------------------
SIGNATURE OF STOCKHOLDER                     SIGNATURE OF STOCKHOLDER


Please sign exactly as your name appears on this card. When signing as attorney,
executor,  administrator,  trustee or guardian,  please give your full title. If
shares are held jointly, each holder should sign.



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           Please complete and date this proxy and return it promptly
                    in the enclosed postage-prepaid envelope.
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