EXHIBIT 10.6

                    First Amendment to Employment Agreement
                            dated December 15, 2004,
                            between the Corporation
                               and C. James Bess



                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT

                                 (C. JAMES BESS)

      This First Amendment (the "Amendment"), dated as of the 15th day of
December 2004, by and among NORTH COUNTRY FINANCIAL CORPORATION, a Michigan
corporation (the "Company"), and C. JAMES BESS ("Employee").

                                   WITNESSETH:

      WHEREAS, the Company and Employee are parties to that certain Employment
Agreement dated August 10, 2004 (the "Employment Agreement"); and

      WHEREAS, the parties desire to amend the Employment Agreement, on the
terms and conditions set forth herein.

      NOW, THEREFORE, in consideration of the premises and the mutual
undertakings set forth herein the parties hereto agree as follows:

      1. The first sentence of Section 1 of the Employment Agreement captioned
"Employment and Duties" is hereby deleted in its entirety and replaced with the
following:

                  In accordance with actions taken and authorized by the Board
            of Directors of the Company (the "Company Board"), effective upon
            the latest to occur of: (i) the payment of the amount due to
            Employee pursuant to Section 5 of the Employment Agreement dated
            August 1, 2003, by and between the Company and Employee, and (ii)
            the closing of the transactions provided for in the Stock Purchase
            Agreement dated August 10, 2004, as amended (the "Stock Purchase
            Agreement"), between the Company and NCFC Recapitalization, LLC (the
            "Effective Date"), Employee shall become employed and appointed as
            the



            President and Chief Executive Officer of the Company's wholly-owned
            subsidiary, North Country Bank and Trust (the "Bank"), and shall
            have the duties and responsibilities commensurate with such titles
            and offices, including, without limitation, all such duties and
            responsibilities as now are or hereafter may be set forth with
            respect to such offices in the by-laws of the Bank.

            2. A new subsection (c) is added to Section 3 of the Employment s
      Agreement captioned "Cash Compensation" as follows:

                  (c) if, before this Agreement terminates or expires, the Bank
            is no longer subject (whether or not the Bank has received formal
            notice of such) to any formal or informal enforcement action
            including cease and desist orders, written agreements or memoranda
            of understanding by or with any federal or state banking regulatory
            agency, a cash bonus of $360,000.

      3. Capitalized terms not otherwise defined herein shall have the meaning
ascribed to such term in the Employment Agreement.

      4. In the event there is a conflict between the terms of the Employment
Agreement and the terms of this Amendment, the terms of this Amendment shall
control.

      5. The Employment Agreement, as hereby amended, shall continue in full
force and effect, to the fullest extent not inconsistent with this Amendment.

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

                                            NORTH COUNTRY FINANCIAL CORPORATION

                                             By /s/ John D. Lindroth
                                                --------------------------------
                                                Its Chairman

                                             /s/ C. James Bess
                                             ----------------------------------
                                             C. James Bess

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