EXHIBIT 10 MODIFICATION OF EMPLOYMENT AGREEMENT This Modification of Employment Agreement is made this day of May, 2004, by and between North Country Financial Corporation, a Michigan corporation (the "Corporation") and C. James Bess (the "Employee")....

                                                                      EXHIBIT 10

                      MODIFICATION OF EMPLOYMENT AGREEMENT

         This Modification of Employment Agreement is made this   day of May,
2004, by and between North Country Financial Corporation, a Michigan corporation
(the "Corporation") and C. Xxxxx Xxxx (the "Employee").

         WHEREAS, the Corporation and Employee are parties to that certain
Employment Agreement dated the first day of August, 2003; and

         WHEREAS, the parties wish to amend said Agreement as hereinafter
provided.

         NOW, THEREFORE, in consideration of the mutual promises of the parties
and mutual consideration, the receipt and sufficiency of which is acknowledged
by both the Corporation and the Employee, the above-referenced Employment
Agreement is modified as follows:

         1. The first sentence in Paragraph 5 under the subsection (of the first
sentence) enumerated as (B) which reads ". . . and (B) one year of Employee's
then Base Pay." is modified to read as follows:

         ". . . and (B) two years' of Employee's then Base Pay. . . ."


         2. In all other respects, the Employment Agreement dated August 1,
2003, is hereby reaffirmed in its entirety.

         IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed on its behalf by the Chairman of its Board of Directors, and the
Employee has signed this Agreement, all as of the date and year first above
written.

                                 NORTH COUNTRY FINANCIAL CORPORATION

                                 By: /s/ XXXX XXXXXXXX
                                     ----------------------------------------
                                         Xxxx Xxxxxxxx

                                 Its: Chairman

                                 /s/ C. XXXXX XXXX
                                 --------------------------------------------
                                   C. Xxxxx Xxxx, Employee

                       NORTH COUNTRY FINANCIAL CORPORATION
                              000 X. XXXXX XXXXXX
                           XXXXXXXXXX, XXXXXXXX 00000


                                  May 18, 2004



PRIVATE & CONFIDENTIAL

Xx. Xxxx Xxxxxxxx
Chairman & CEO
North Country Bank and Trust
000 X. Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000

         Re:      Employment Agreement of C. Xxxxx Xxxx dated August 1, 2003, as
                  modified the 18th day of May, 2004 (the "Employment
                  Agreement")

Dear Xx. Xxxxxxxx:

         Reference is made to my Employment Agreement, as modified, with North
Country Financial Corporation.

         This communication will serve as a "side bar" agreement between myself
and North Country Financial Corporation regarding the Modification of Employment
Agreement dated May 18, 2004, wherein North Country Financial Corporation has
agreed to pay me two (2) years' compensation in the event of a change in control
(through modification of Paragraph 5 of the Agreement).

         Notwithstanding execution of the Modification of Employment Agreement,
I hereby agree and covenant, for consideration, the receipt and sufficiency of
which is acknowledged, that if the modification of my Employment Agreement
(specifically the payment of two years' compensation upon a "change in control")
causes a negative impact or jeopardizes a potential "change in control," such as
a sale of the Corporation's sole asset (North Country Bank and Trust), that I
will voluntarily, and without additional consideration, agree to rescission of
the Modification of Employment Agreement to facilitate the change in control,
and abide by the original terms of my Employment Agreement (which provides for
payment of one years' compensation). You and I have agreed that we will mutually
determine whether or not the Modification of Employment Agreement "interferes"
with a change in control, and act in the utmost good faith (with each other) and
in the utmost best interest of North Country Financial Corporation in
determining whether or not a rescission of the Modification of Employment
Agreement dated May 18, 2004, is in order.

         We both acknowledge that it is our mutual preference that the
Modification of Employment Agreement, to the extent possible, remain in place as
written, however, we equally both agree that such




Xx. Xxxx Xxxxxxxx
Page 2

modification should not jeopardize a potential change in control to the
detriment of North Country Financial Corporation and its shareholders.

                                        Very truly yours,

                                        NORTH COUNTRY FINANCIAL CORPORATION

                                        By: /s/ C. XXXXX XXXX
                                           -------------------------------------
                                            C. Xxxxx Xxxx, CEO and President

Accepted and Agreed for and on behalf
of North Country Bank and Trust
as of the date first above written.

By: /s/ XXXX XXXXXXXX
   ----------------------------------
   Xxxx Xxxxxxxx
   Chairman