Mackinac Financial Corp/MI – ‘10-K’ for 12/31/99

On:  Tuesday, 3/28/00   ·   For:  12/31/99   ·   Accession #:  892712-0-62   ·   File #:  0-20167

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         23    124K 
 6: EX-10.13    Lease Agreement                                        5     22K 
 2: EX-10.2     Deferred Compensation Plan                             7     40K 
 3: EX-10.3     Stock Compensation Plan                               15     79K 
 4: EX-10.4     1997 Directors' Stock Option Plan                      7     34K 
 5: EX-10.5     2000 Stock Incentive Plan                             11±    45K 
 7: EX-13       Annual Report to Shareholders                         52    255K 
 8: EX-21       Subsidiaries of the Registrant                         1      6K 
 9: EX-23       Consent of Independent Public Accountants              1      7K 
10: EX-27       Financial Data Schedule                                2±     8K 

10-K   —   Annual Report
Document Table of Contents

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FORM 10-K                         
SECURITIES AND EXCHANGE COMMISSION                          
Washington, D.C.  20549                         

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)                         
OF THE SECURITIES EXCHANGE ACT OF 1934                          

For the fiscal year ended December 31, 1999                         

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)                         
OF THE SECURITIES EXCHANGE ACT OF 1934                          

For the transition period from _______ to ________                          

Commission file number 0-20167                          

NORTH COUNTRY FINANCIAL CORPORATION                         
(Exact name of registrant as specified in its charter)                          

MICHIGAN               38-2062816                       
(State of other        (I.R.S. Employer                 
jurisdiction of        Identification No.)              
incorporation or                                        
organization)                                           

3530 North Country Drive, Traverse City, Michigan   49684                 
(Address of principal executive offices)      (Zip Code)          

Registrant's telephone number, including area code:  (231) 929-5600         

Securities registered pursuant to Section 12(b) of the Act:  None               

Securities registered pursuant to Section 12(g) of the Act:                     
Common Stock, no par value                          
(Title of Class)                          

Indicate by check mark whether the registrant (1) has                           
filed all reports required to be filed by Section 13 or                         
15(d) of the Securities Exchange Act of 1934 during the                         
preceding 12 months (or for such shorter period that                            
the registrant was required to file such reports), and                          
(2) has been subject to such filing requirements for                            
the past 90 days.  Yes _X_ No ____                                              

Indicate by check mark if disclosure of delinquent                              
filers pursuant to Item 405 of Regulation S-K is not                            
contained herein, and will not be contained, to the                             
best of Registrant's knowledge, in definitive proxy or                          
information statements incorporated by reference in                             
Part III of this Form 10-K or any amendments to this                            
Form 10-K.  [ ]                                                                 

The aggregate market value of the common stock held by                          
non-affiliates of the Registrant, based on a per share                          
price of $14.00 as of March 21, 2000, was $87.1                                 
million.  As of March 21, 2000, there were outstanding                          
6,995,067 shares of the Corporation's Common Stock (no                          
par value).                                                                     

Documents Incorporated by Reference: Portions of the                            
Corporation's 1999 Annual Report to Shareholders are                            
incorporated by reference into Parts I and II of this                           
Report.                                                                         

Portions of the Corporation's Proxy Statement for the                           
Annual Meeting of Shareholders to be held April 18,                             
2000 are incorporated by reference into Part III of                             
this Report.                                                                    

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PART I                          

ITEM 1:  BUSINESS                         

General                         

North Country Financial Corporation (the                              
"Registrant" or "Corporation") was incorporated under                           
the laws of the state of Michigan on December 16, 1974.                         
The Corporation changed its name from "First Manistique                         
Corporation" to "North Country Financial Corporation"                           
on April 14, 1998.  The Registrant owns all of the                              
outstanding stock of its banking subsidiary, North                              
Country Bank and Trust (the "Bank").  The Registrant                            
also owns all of the outstanding stock of five nonbank                          
subsidiaries: First Manistique Agency, an insurance                             
agency which sells annuities as well as life and health                         
insurance; First Rural Relending Company, a nonprofit                           
relending company; North Country Financial Group, a                             
corporation which provides tax-exempt lease/purchase                            
financing to municipalities; North Country Capital                              
Trust, a statutory business trust which was formed                              
solely for the issuance of trust preferred securities;                          
and NCB Real Estate Company, which owns several                                 
properties used by the Bank.  The Bank represents the                           
principal asset of the Registrant.  The Registrant and                          
its subsidiary Bank are engaged in a single industry                            
segment, commercial banking, broadly defined to include                         
commercial and retail banking activities along with                             
other permitted activities closely related to banking,                          
namely credit life and accident and health insurance.                           

The Registrant became a registered bank holding                       
company under the Bank Holding Company Act of 1956, as                          
amended, on April 1, 1976, when it acquired First                               
Northern Bank and Trust ("First Northern").  On May 1,                          
1986, Manistique Lakes Bank merged with First Northern,                         
with the survivor being First Northern.  The Registrant                         
acquired all of the outstanding stock of the Bank of                            
Stephenson on February 8, 1994, in exchange for cash                            
and common stock.  The Bank of Stephenson was operated                          
as a separate banking subsidiary of the Registrant                              
until September 30, 1995, when it was merged into First                         
Northern with First Northern being the survivor.  First                         
Northern acquired a substantial portion of the banking                          
assets and assumed a substantial portion of the banking                         
liabilities of Newberry State Bank on December 8, 1994,                         
in exchange for cash.  First Northern acquired the                              
fixed assets and assumed the deposits of the Rudyard                            
branch of First of America Bank on September 15, 1995,                          
in exchange for cash.  The Registrant acquired all of                           
the outstanding stock of South Range State Bank ("South                         
Range") on January 31, 1996, in exchange for cash and                           
notes.  On August 12, 1996, First Northern and South                            
Range changed their names to North Country Bank and                             
Trust and North Country Bank, respectively.  On                                 
February 4, 1997, the Registrant acquired all of the                            
outstanding stock of UP Financial Inc., the parent                              
holding company of First National Bank of Ontonagon                             
("Ontonagon").  Ontonagon was merged into North Country                         
Bank with North Country Bank being the survivor.  North                         
Country Bank was operated as a separate banking                                 
subsidiary of the Registrant until March 10, 1998, when                         
it was merged into North Country Bank and Trust with                            
North Country Bank and Trust being the survivor.  On                            
June 25, 1999, North Country Bank and Trust acquired                            
the fixed assets and assumed the deposits of the Kaleva                         
and Mancelona branches of Huntington National Bank in                           
exchange for cash.  On July 23, 1999, North Country                             
Bank and Trust sold the fixed assets and deposits of                            
the Rudyard and Cedarville branches to Central Savings                          
Bank in exchange                                                                

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for cash.  On January 14, 2000, North                                           
Country Bank and Trust sold the fixed assets and                                
deposits of the Garden branch to First Bank, Upper                              
Michigan in exchange for cash.                                                  

The Corporation is headquartered in Traverse City,                    
Michigan.  The executive offices and mailing address of                         
the Corporation are located at 3530 North Country                               
Drive, Traverse City, Michigan 49684.                                           

The Bank is headquartered in Manistique, Michigan.                    
The Bank has 22 branch offices located in the Upper                             
Peninsula of Michigan and five branch offices located                           
in Michigan's Lower Peninsula.  The Bank maintains                              
offices in Grand Traverse, Otsego, Manistee, Antrim,                            
Emmet, Schoolcraft, Menominee, Delta, Dickinson,                                
Hougton, Ontonagon, Baraga, Marquette, Luce, Alger,                             
Mackinac, and Chippewa counties.  The Bank provides                             
drive-in convenience at 20 branch locations and has                             
automatic teller machines operating at 12 locations.                            
The Bank has no foreign offices.                                                

The Bank is engaged in the general commercial                         
banking business, providing a full range of loan and                            
deposit products.  These banking services include                               
customary retail and commercial banking services,                               
including checking and savings accounts, time deposits,                         
interest bearing transaction accounts, safe deposit                             
facilities, real estate mortgage lending, commercial                            
lending, commercial and governmental lease financing,                           
and direct and indirect consumer financing.                                     

Forward-Looking Statements                          

The discussions in this Report on Form 10-K and                       
the documents incorporated herein by reference which                            
are not statements of historical fact (including                                
statements in the future tense and those which include                          
terms such as "believe," "will," "expect," and                                  
"anticipate") contain forward-looking statements that                           
involve risks and uncertainties.  The Corporation's                             
actual future results could materially differ from                              
those discussed.  Factors that might cause actual                               
results to differ from the results discussed in forward-                        
looking statements include, but are not limited to:                             

*  General economic conditions, either nationally or                  
the state in which the Corporation does business;               
*  Legislation or regulatory changes which adversely                  
affect the businesses in which the Corporation is               
engaged;                                                        
*  Changes in the interest rate environment which                     
reduce interest rate margins;                                   
*  Changes in securities markets with respect to the                  
market value of financial assets and the level of               
volatility in certain markets such as foreign exchange;         
*  Significant increases in competition in the                        
banking and financial services industry resulting from          
industry consolidation, regulatory changes and other            
factors, as well as actions taken by particular                 
competitors;                                                    
*  Changes in consumer spending, borrowing and                        
savings habits;                                                 
*  Technological changes;                                             

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*  Acquisitions and unanticipated occurrences which                   
delay or reduce the expected benefits of acquisitions;          
*  The Corporation's ability to increase market share                 
and control expenses;                                           
*  The effect of compliance with legislation or                       
regulatory changes;                                             
*  The effect of changes in accounting policies and                   
practices;                                                      
*  The costs and effects of unanticipated litigation                  
and of unexpected or adverse outcomes in such                   
litigation; and                                                 
*  The factors discussed in Item 1 in this Report and                 
in the Management's Discussion and Analysis in Item 7,          
as well as those discussed elsewhere in this Report and         
the documents incorporated herein by reference.                 

All forward-looking statements contained in this                      
report are based upon information presently available                           
and the Corporation assumes no obligation to update any                         
forward-looking statements.                                                     

Principal Sources of Revenue                          

The principal source of revenue for the Registrant                    
is interest and fees on loans and investment income.                            
The sources of income for the three most recent years                           
are as follows (in thousands):                                                  

                      1999      1998      1997

Interest and fees on loans      $40,457   $37,284   $34,526           
Investment income                 1,670       717     1,065           
Other interest income               422       497       373           
Noninterest income                3,538     2,651     1,638           

Employees                         

As of December 31, 1999, the Corporation and its                      
subsidiaries employed in the aggregate approximately                            
180 employees, of which approximately 160 are full-time                         
employees.                                                                      

Competition                         

Banking is a highly competitive business.  In                         
addition to other banks, the Bank also competes for                             
loans and deposits with savings and loan associations,                          
credit unions, investment firms, and large national                             
retailers, and competes for deposits with money market                          
funds.  In order to successfully compete, management                            
has developed a sales and service culture, stresses and                         
rewards quality customer service, and designs products                          
to meet the needs of the customer.  The Bank also                               
utilizes its ability to sell loans in the secondary                             
market.                                                                         

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Business                          

The Bank makes mortgage, commercial, and                              
installment loans to customers throughout Michigan.                             
Fees may be charged for these services.  Historically,                          
the Bank has predominantly sold its conforming                                  
residential mortgage loans in the secondary market.                             
The Bank also finances commercial and governmental                              
leases throughout the country; the leases are                                   
originated by unrelated entities or the Registrant's                            
subsidiary, North Country Financial Group.  The Bank                            
reviews the credit quality of each lease before                                 
entering into a financing agreement.                                            

The Bank supports the growth of the service                           
industry, with its year round resort and related                                
businesses, gaming, forestry, restaurants, farming,                             
fishing, and many other activities important to growth                          
in Michigan. The economy of the market areas of the                             
Bank is affected by summer and winter tourism                                   
activities and, accordingly, the Bank experiences                               
seasonal consumer and commercial deposit growth, with                           
substantial growth increases from May to September.                             

There are no material concentrations of credit to,                    
nor have material portions of the Bank's deposits been                          
received from, a single person, industry, group, or                             
geographical location.                                                          

The Bank is a member of the Federal Home Loan Bank                    
of Indianapolis.  The Federal Home Loan Bank of                                 
Indianapolis provides an additional source of liquidity                         
and long-term funds.  Membership in the Federal Home                            
Loan Bank also provides access to additional                                    
advantageous lending programs.  The Community                                   
Investment Program makes advances to be used for                                
funding community-oriented mortgage lending, and the                            
Affordable Housing Program grants advances to fund                              
lending for long-term low and moderate income owner                             
occupied and affordable rental housing at subsidized                            
interest rates.                                                                 

The Bank regularly assesses its ability to raise                      
funds through the issuance of certificates of deposit                           
in denominations of $100,000 or more in the local and                           
regional market area and has established conservative                           
guidelines for the total funding to be provided by                              
these deposits.  The Bank also uses the Internet to                             
attract certificates of deposits in denominations of                            
$100,000 or more.  These large denomination deposits                            
approximated 7.6% of total deposits at December 31,                             
1999.                                                                           

The Bank also uses federal funds purchased from                       
correspondent banks and the Federal Reserve Bank to                             
respond to deposit fluctuations and temporary loan                              
demands.                                                                        

As of December 31, 1999, the Bank had no material                     
risks attendant to foreign sources.  See the "Interest                          
Rate Risk" and "Foreign Exchange Risk" sections in                              
Management's Discussion and Analysis of Financial                               
Condition and Results of Operation for details on the                           
Registrant's foreign account activity.                                          

Compliance with federal, state, and local statutes                    
and/or ordinances relating to the protection of the                             
environment is not expected to have a material effect                           
upon the Bank's capital expenditures, earnings, or                              
competitive position.                                                           

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Supervision and Regulation                          

As a registered bank holding company, the                             
Corporation is subject to regulation and examination by                         
the Board of Governors of the Federal Reserve System                            
(the "Federal Reserve Board") under the Bank Holding                            
Company Act, as amended (the "BHCA").  The Bank is                              
subject to regulation and examination by the Michigan                           
Financial Institutions Bureau and the FDIC.                                     

Under the BHCA, the Corporation is subject to                         
periodic examination by the Federal Reserve Board, and                          
is required to file with the Federal Reserve Board                              
periodic reports of its operations and such additional                          
information as the Federal Reserve Board may require.                           
In accordance with Federal Reserve Board policy, the                            
Corporation is expected to act as a source of financial                         
strength to the Bank and to commit resources to support                         
the Bank in circumstances where the Corporation might                           
not do so absent such policy.   In addition, there are                          
numerous federal and state laws and regulations which                           
regulate the activities of the Corporation, the Bank                            
and the nonbank subsidiaries, including requirements                            
and limitations relating to capital and reserve                                 
requirements, permissible investments and lines of                              
business, transactions with affiliates, loan limits,                            
mergers and acquisitions, issuances of securities,                              
dividend payments, inter-affiliate liabilities,                                 
extensions of credit and branch banking.                                        

Federal banking regulatory agencies have                              
established capital adequacy rules which take into                              
account risk attributable to balance sheet assets and                           
off-balance sheet activities.  All banks and bank                               
holding companies must meet a minimum total risk-based                          
capital ratio of 8%, of which at least one-half must be                         
comprised of core capital elements defined as Tier 1                            
capital (which consists principally of shareholders'                            
equity).  The federal banking agencies also have                                
adopted leverage capital guidelines which banking                               
organizations must meet.  Under these guidelines, the                           
most highly rated banking organizations must meet a                             
minimum leverage ratio of at least 3% Tier 1 capital to                         
total assets, while lower rated banking organizations                           
must maintain a ratio of at least 4% to 5%.  Failure to                         
meet minimum capital requirements can initiate certain                          
mandatory - and possible additional discretionary -                             
actions by regulators that, if undertaken, could have a                         
direct material effect on the consolidated financial                            
statements.  The risk-based and leverage standards                              
presently used by the Federal Reserve Board are minimum                         
requirements, and higher capital levels will be                                 
required it warranted by the particular circumstances                           
or risk profiles of individual banking organizations.                           
The Federal Reserve Board has not advised the                                   
Corporation of any specific minimum Tier 1 capital                              
leverage ratio applicable to it.                                                

Federal law provides the federal banking                              
regulators with broad power to take prompt corrective                           
action to resolve the problems of undercapitalized                              
institutions.  The extent of the regulators' power                              
depends on whether the institution in question is "well                         
capitalized," "adequately capitalized,"                                         
"undercapitalized," "significantly undercapitalized,"                           
or "critically undercapitalized."  To be well                                   
capitalized under the regulatory framework, the Tier 1                          
capital ratio must meet or exceed 6%, the total capital                         
ratio must meet or exceed 10% and the leverage ratio                            
must meet or exceed 5%.  At December 31, 1999 and 1998,                         
the most recent notification from the Federal Reserve                           
categorized the Corporation as well capitalized under                           
the regulatory framework for prompt corrective action.                          
There are no conditions or events since that                                    
notification that management believes have changed the                          
Corporation's category.  The Bank's risk-based                                  

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capital and leverage ratios meet or exceed the defined                          
minimum requirements, and the Bank has been deemed well                         
capitalized as of December 31, 1999 and 1998.                                   

Current federal law provides that adequately                          
capitalized and managed bank holding companies from any                         
state may acquire banks and bank holding companies                              
located in any other state, subject to certain                                  
conditions.  Banks are permitted to create interstate                           
branching networks in states that do not "opt out" of                           
interstate branching.                                                           

The laws and regulations to which the Corporation                     
is subject are constantly under review by Congress,                             
regulatory agencies and state legislatures.  On                                 
November 12, 1999, President Clinton signed important                           
legislation passed by Congress to overturn Depression-                          
era restrictions on affiliations by banking                                     
organizations.  This comprehensive legislation,                                 
referred to as the Gramm-Leach-Bliley Act (the "Act"),                          
eliminates certain barriers to and restrictions on                              
affiliations between banks and securities firms,                                
insurance companies and other financial services                                
organizations.  The Act provides for a new type of                              
"financial holding company" structure under which                               
affiliations among these entities may occur, subject to                         
the regulation of the Federal Reserve Board and                                 
regulation of affiliates by the functional regulators,                          
including the Securities and Exchange Commission and                            
state insurance regulators.  In addition, the Act                               
permits certain non-banking financial and financially                           
related activities to be conducted by operating                                 
subsidiaries of a national bank.  Under the Act, a bank                         
holding company may become certified as a financial                             
holding company by filing a notice with the Federal                             
Reserve Board, together with a certification that the                           
bank holding company meets certain criteria, including                          
capital, management and Community Reinvestment Act                              
requirements.  The Act contains a number of provisions                          
allocating regulatory authority among the Federal                               
Reserve Board, other banking regulators, the Securities                         
and Exchange Commission and state insurance regulators.                         
In addition, the Act imposes strict new privacy                                 
disclosure and "opt out" requirements regarding the                             
ability of financial institutions to share personal non-                        
public customer information with third parties.                                 

Other important provisions of the Act permit                          
merchant banking and venture capital activities, and                            
insurance underwriting, to be conducted by a subsidiary                         
of a financial holding company, and municipal                                   
securities underwriting activities to be conducted                              
directly by a national bank or by its subsidiary.                               
Under the Act, a financial holding company may engage                           
in a broad list of "financial activities," and any non-                         
financial activity that the Federal Reserve Board                               
determines is "complementary" to a financial activity                           
and poses no substantial risk to the safety and                                 
soundness of depository institutions or the financial                           
system.                                                                         

While certain provisions of the Act became                            
effective on November 12, 1999, other provisions are                            
subject to delayed effective dates, and in some cases,                          
will be implemented only upon the adoption by federal                           
regulatory agencies of rules prescribed by the Act.                             

The earnings and business of the Corporation and                      
the Bank are also affected by the general economic and                          
political conditions in the United States and abroad                            
and by the monetary and fiscal policies of various                              
federal agencies.  The Federal Reserve Board impacts                            
the competitive conditions under which the Corporation                          
operates by determining the cost of funds obtained from                         
money market sources for lending and investing and by                           
exerting influence on interest rates and credit                                 
conditions.  In addition, legislative and economic                              
factors can be expected                                                         

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to have an ongoing impact on the competitive environment                        
within the financial services industry.  The impact of                          
fluctuating economic conditions and federal regulatory                          
policies on the future profitability of the Corporation                         
and its subsidiaries cannot be predicted with certainty.                        

Selected Statistical Information                          

I.   Distribution of Assets, Obligations, and                         
Shareholders' Equity; Interest Rates and Interest                               
Differential                                                                    

The key components of net interest income, the                        
average daily balance sheet for each year - including                           
the components of earning assets and supporting                                 
obligations - the related interest income on a fully                            
tax equivalent basis and interest expense, as well as                           
the average rates earned and paid on these assets and                           
obligations is contained under the caption                                      
"Management's Discussion and Analysis of Financial                              
Condition and Results of Operations" in the                                     
Registrant's 1999 Annual Report, and is incorporated                            
herein by reference.                                                            

An analysis of the changes in net interest income                     
from period-to-period and the relative effect of the                            
changes in interest income and expense due to changes                           
in the average balances of earning assets and interest-                         
bearing obligations and changes in interest rates is                            
contained under the caption "Management's Discussion                            
and Analysis of Financial Condition and Results of                              
Operations" in the Registrant's 1999 Annual Report, and                         
is incorporated herein by reference.                                            

II.  Investment Portfolio                                             

A.   Investment Portfolio Composition                                 

The following table presents the carrying value of                    
investment securities available for sale as of December                         
31 (in thousands):                                                              

                          1999        1998        1997

U.S. Treasury and federal agencies  $ 9,392      $3,513      $7,743             
State and political subdivisions     16,210       1,021         830             
Corporate securities                  3,008       1,290       1,138             
Mortgage-related securities          14,733       2,852         392             
                       -------     -------     -------
TOTAL                               $43,343      $8,676     $10,103             

Included in the December 31, 1999 investment                          
securities available for sale are $6.2 million of White                         
Mountain Apache Tribe Revenue Bonds Series 1999B.                               

B.   Relative Maturities and Weighted Average                         
Interest Rates                                                                  

The following table presents the maturity schedule                    
of securities held and the weighted average yield of                            
those securities, as of December 31, 1999 (fully                                
taxable equivalent, in thousands):                                              

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                  1 Year or Less   1-5 Years    5-10 Years   Over 10 Years
U.S. Treasury and                                                               
federal agencies                                     $2,844          $6,548     
State and political                                                             
subdivisions               $115         $  585       $7,085          $8,425     
Corporate securities        111          1,457          500             940     
Mortgage-related                                                                
securities                   22                                      14,711     
Weighted average                                                                
yield (1)                 8.20%          7.04%        8.09%           7.45%     

(1) Weighted average yield includes the effect                        
of tax-equivalent adjustments using a 34% tax                 
rate.                                                         

III. Loan Portfolio                                                   

A.   Type of Loans                                                    

The following table sets forth the major                              
categories of loans outstanding for each category at                            
December 31 (in thousands):                                                     

                     1999      1998      1997      1996     1995
Commercial, financial                                                           
and agricultural           $258,592  $219,027  $181,683  $141,555  $107,054     
Real estate - construction   12,539    11,923    10,940    13,897     2,235     
Real estate - mortgage      107,751    97,415    95,543    80,592    58,434     
Consumer                     17,051    23,160    26,795    31,156    29,918     
Leases                       70,689    60,195    57,558    47,686    23,867     
                      --------  --------  --------  --------  --------
TOTAL                      $466,622  $411,720  $372,519  $314,886  $221,508     

Included in the December 31, 1999 totals are                          
approximately $6.5 million of commercial loans and                              
$100,000 of real estate mortgage loans to Canadian                              
obligors.                                                                       

To the extent the Corporation utilizes lease                          
financing for its customers, the leases are accounted                           
for as loans.                                                                   

 B.   Maturities and Sensitivities of Loans to Changes in Interest Rates

The following table presents the remaining                            
maturity of total loans outstanding for the categories                          
shown at December 31, 1999, based on scheduled                                  
principal repayments (in thousands).  The amounts due                           
after one year are classified according to the                                  
sensitivity to changes in interest rates.                                       

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                               Commercial,     Real Estate
                               Financial and    Construction
              Agricultural

In one year or less                        $98,545        $11,463               
After one year but within five years:                                           
Variable interest rates                   46,645            ---             
Fixed interest rates                      50,731          1,076             
After five years:                                                               
Variable interest rates                   52,656            ---             
Fixed interest rates                      10,015            ---             
TOTAL                                     $258,592        $12,539               

C.   Risk Elements                                                    

The following table presents a summary of non-                        
performing assets and problem loans as of December 31                           
(in thousands):                                                                 

                1999       1998       1997      1996      1995
Nonaccrual loans       $   95      $2,174     $1,956    $   49    $  579        
Accruing loans past                                                             
due 90 days or more     2,452       1,238        698        68     1,439        
Restructured loans        ---         ---        ---       ---       ---        
Interest income that                                                            
would have been recorded                                                        
under original terms        3         207         93       ---       ---        
Interest income                                                                 
recorded during period    ---         ---        ---       ---       ---        

IV.  Summary of Loan Loss Experience                                  

A.   Analysis of the Allowance for Loan Losses                        

Changes in the allowance for loan losses arise                        
from loans charged off, recoveries on loans previously                          
charged off by loan category, and additions to the                              
allowance for loan losses through provisions charged to                         
expense.  Factors which influence management's judgment                         
in determining the provision for loan losses include                            
establishing specified loss allowances for selected                             
loans (including large loans, nonaccrual loans, and                             
problem and delinquent loans) and consideration of                              
historical loss information and local economic                                  
conditions.  The following table presents information                           
relative to the allowance for loan losses for the years                         
ended December 31 (in thousands):                                               

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                   1999      1998     1997     1996     1995
Balance of allownce                                                             
for loan losses at                                                              
beginning of period        $6,112    $5,600    $4,591   $3,137   $2,350         

Loans charged off:                                                              
Commercial, financial                                                           
and agricultural              405       406       351    1,012       90         
Real estate - construction     --        --        --       --       --         
Real estate - mortgage         74        31        37        8       --         
Consumer                      329       368       413      357      252         
Leases                         --        --        --       --       --         
TOTAL LOANS                                                                     
CHARGED OFF                   808       805       801    1,377      440         

Recoveries of loans                                                             
previously charged off:                                                         
Commercial, financial                                                           
and agricultural                9        48         2       67      336         
Real estate - construction     --        --        --       --       --         
Real estate - mortgage         10        --         7       --       22         
Consumer                       83        70        77       55       98         
Leases                         --        --        27       --       --         
TOTAL RECOVERIES              102       118       113      122      456         

Net loans charged off         706       687       688    1,255     (16)         
Provisions charged to                                                           
expense                     1,457     1,199     1,398    2,424      771         
Allowance from                                                                  
acquisitions                   --        --       299      285       --         
BALANCE AT END OF                                                               
PERIOD                     $6,863    $6,112    $5,600   $4,591   $3,137         

Ratio of net charge-offs                                                        
during period to average                                                        
loans outstanding           0.16%     0.17%     0.20%    0.45%   -0.01%         

B.   Allocation of Allowance for Loan Losses                          

The allocation of the allowance for loan losses                       
for the years ended December 31 is shown on the                                 
following table (in thousands).  The percentages shown                          
represent the percent of each loan category to total                            
loans.                                                                          

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                                                        [Enlarge/Download Table]

                 1999          1998          1997           1996          1995       

              Amount   %     Amount   %     Amount   %     Amount   %    Amount   %  
                                                                                     
Commercial,                                                                          
financial and                                                                        
agricutural   $2,443  55.4%  $1,789  53.2%  $2,873  48.8%  $2,356 45.0%  $  583 48.3%
Real estate -                                                                        
construction     114   2.7%      65   2.9%      --   2.9%      --  4.4%      --  1.0%
Real estate -                                                                        
mortgage         835  23.1%     622  23.7%      99  25.6%      81 25.6%     592  6.4%
Consumer         326   3.7%     229   5.6%     416   7.2%     341  9.9%     112 13.5%
Leases         1,049  15.1%     880  14.6%     350  15.5%      27 15.1%      23 10.8%
Unallocated    2,096    N/A   2,507    N/A   1,862    N/A   1,526   N/A   2,360   N/A
TOTAL         $6,863   100%  $6,112   100%  $5,600   100%  $4,591  100%  $3,137  100%


V.   Deposits                                                         

At December 31, 1999, approximately $5.6 million                      
of total deposits are from Canadian customers.                                  

The following table presents the maturities of                        
certificates of deposits and other time deposits of                             
$100,000 or more as of December 31, 1999 (in thousands):                        

3 months or less                    $ 5,123                                     
Over 3 months through 6 months        3,979                                     
Over 6 months through 12 months       7,708                                     
Over 12 months                       18,500                                     
Total                               $35,310                                     

VI.  Return on Equity and Assets                                      

Selected financial data of the Registrant is                          
contained in the Corporation's 1999 Annual Report and                           
is incorporated herein by  reference.                                           

See Item 6, "Selected Financial Data."                                

VII. Financial Instruments with Off-Balance Sheet Risk                

The Registrant is a party to financial instruments                    
with off-balance sheet risk in the normal course of                             
business to meet financial needs of its customers.                              
These financial instruments include commitments to make                         
loans, unused lines of credit, and standby letters of                           
credit.  The Registrant's exposure to credit loss in                            
the event of nonperformance by the other party to the                           
financial instrument is represented by the contractual                          
amount of those instruments.  The Registrant follows                            
the same credit policy to make such commitments as it                           
uses for on-balance-sheet items.                                                

The Registrant had the following fixed and                            
variable rate commitments outstanding at December 31                            
(in thousands):                                                                 

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                     1999               1998
                       Fixed   Variable   Fixed   Variable

Outstanding letters of credit       ---   $14,425      ---   $14,869            
Unused lines of credit           $9,294    73,939   $2,782    63,452            
Loan commitments outstanding      7,127    45,420   11,235    53,372            

Fixed rates on unused lines of credit and loan                        
commitments ranged from 5.15% to 18% at December 31, 1999.                      

Since many commitments to make loans expire                           
without being used, the amount does not necessarily                             
represent future cash commitments.  Collateral obtained                         
upon exercise of the commitment is determined using                             
management's credit evaluation of the borrower and may                          
include real estate, vehicles, business assets,                                 
deposits, and other items.                                                      

ITEM 2: PROPERTIES                          

The Registrant's headquarters are located at 3530                     
North Country Drive, Traverse City, Michigan 49684.                             
The headquarters location is owned by the Registrant                            
and not subject to any mortgage.                                                

The Bank conducts business from 27 offices at                         
locations described below in Grand Traverse, Otsego,                            
Manistee, Antrim, Emmet, Schoolcraft, Menominee, Delta,                         
Dickinson, Hougton, Ontonagon, Baraga, Marquette, Luce,                         
Alger, Mackinac, and Chippewa counties.  The                                    
Corporation continually reviews the possibility of                              
applying for additional branch locations, depending on                          
management's assessment of market and economic                                  
conditions, the availability of locations, and the                              
proximity of branches of competing institutions.  The                           
following table lists each of the Bank's offices.                               

Traverse City               Gaylord                             
3530 North Country Drive    145 North Otsego Avenue             
Traverse City, MI 49684     Gaylord, MI 49735                   
Grand Traverse County       Otsego County                       

Kaleva                      Mancelona                           
14429 Wuoksi Avenue         625 North Williams Street           
Kaleva, MI 49645            Manxwlona, MI 49659                 
Manistee County             Antrim County                       

Petoskey                    Manistique                          
3890 Charlevoix Avenue      130 South Cedar Street              
Petoskey, MI 49770          Manistique, MI 49854                
Emmet County                Schoolcraft County                  

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Menominee                   Stephenson                          
1111 10th Street            245 Menominee Street                
Menominee, MI 49858         Stephenson, MI 49887                
Menominee County            Menominee County                    

Escanaba                    Iron Mountain                       
837 North Lincoln Road      1890 South Stephenson Avenue        
Escanaba, MI 49829          Iron Mountain, MI 49801             
Delta County                Dickinson County                    

South Range                 Ripley                              
47 Trimountain Avenue       106 Royce Road                      
South Range, MI 49963       Franklin Township, MI 49930         
Houghton County             Houghton County                     

Calumet                     Houghton                            
1175 Calumet Avenue         524 Sheldon Avenue                  
Calumet, MI 49913           Houghton, MI 49931                  
Houghton County             Houghton County                     

Ontonagon                   L'anse                              
601 River Street            117 US Highway 41                   
Ontonagon, MI 49953         L'anse, MI 49946                    
Ontonagon County            Baraga County                       

Marquette Main              Marquette Presque Isle              
300 North McClellan Street  1400 Presque Isle                   
Marquette, MI 49855         Marquette, MI 49855                 
Marquette County            Marquette County                    

Newberry Main               Newberry Hill                       
414 Newberry Avenue         2001 South Newberry Avenue          
Newberry, MI 49868          Newberry, MI 49868                  
Luce County                 Luce County                         

Munising                    Curtis                              
301 East Superior Street    415 Main Street                     
Munising, MI 49862          Curtis, MI 49820                    
Alger County                Mackinac County                     

Naubinway                   St. Ignace                          
US Highway 2                430 North State Street              
Naubinway, MI 49762         St. Ignace, MI 49781                
Mackinac County             Mackinac County                     

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Mackinac Island             Sault Main                          
21 Hoban Street             138 Ridge Street                    
Mackinac Island, MI 49781   Sault Ste. Marie, MI 49783          
Mackinac County             Chippewa County                     

Sault Cascade                                                   
4250 I-75 Business Spur                                         
Sault Ste. Marie, MI 49783                                      
Chippewa County                                                 

All of the above locations are designed for use                       
and operation as a bank, are well maintained, and are                           
suitable for current operations.  Of the 27 branch                              
locations, 6 are leased and 21 are owned.                                       

North Country Financial Group leases space in a                       
professional office building located at 1860 Blake                              
Street, Denver, Colorado 80202.                                                 

ITEM 3:  LEGAL PROCEEDINGS                          

As the date hereof, there were no material pending                    
legal proceedings, other than routine litigation                                
incidental to the business of banking to which the                              
Registrant or any of its subsidiaries is a party of or                          
which any of its properties is the subject.                                     

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  

No matters were submitted during the fourth                           
quarter of fiscal 1999 to a vote of the Registrant's                            
stockholders.                                                                   

Additional Item - Executive Officers                          

Name                        Age     Position                                    

Ronald G. Ford              52      Chairman and Chief Executive Officer        
Sherry L. Littlejohn        39      President and Chief Operating Officer       

The foregoing officers serve at the pleasure of                       
the Board of Directors and are appointed by the Board                           
annually.  There are no arrangements or understandings                          
between any officer and any other person pursuant to                            
which the officer was elected.                                                  

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PART II                         

ITEM 5:  MARKET FOR REGISTRANT'S COMMON STOCK AND                         
RELATED STOCK HOLDER MATTERS                          

Market information pertaining to the Registrant's                     
common stock is contained under the caption "Market                             
Information" in the Registrant's 1999 Annual Report,                            
and is incorporated herein by reference.                                        

The number of common shareholders of the                              
Registrant is contained under the caption "Market                               
Summary" on page 2 in the Registrant's 1999 Annual                              
Report, and is incorporated herein by reference.                                

The holders of the Registrant's common stock are                      
entitled to dividends when, as and if declared by the                           
Board of Directors of the Registrant out of funds                               
legally available for that purpose.  Dividends have                             
been paid on a quarterly basis.  In determining                                 
dividends, the Board of Directors considers the                                 
earnings, capital requirements and financial condition                          
of the Registrant and its subsidiary bank, along with                           
other relevant factors.  The Registrant's principal                             
source of funds for cash dividends is the dividends                             
paid by the subsidiary bank.  The ability of the                                
Registrant and the subsidiary bank to pay dividends is                          
subject to regulatory restrictions and requirements.                            

The cash dividends paid by quarter for 1999 and                       
1998 is included in the Corporation's 1999 Annual                               
Report under the caption "Comparative Highlights" and                           
is incorporated herein by reference.                                            

ITEM 6:  SELECTED FINANCIAL DATA                          

Selected financial data of the Registrant is                          
contained in the Corporation's 1999 Annual Report and                           
is incorporated herein by reference.                                            

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF                         
FINANCIAL CONDITION AND RESULTS OF OPERATIONS                         

Incorporated by reference to the Management's                         
Discussion and Analysis in the Corporation's 1999                               
Annual Report to Shareholders.                                                  

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT                         
MARKET RISK                           

The Corporation's primary market risk exposure is                     
interest rate risk and, to a lesser extent, liquidity                           
risk and foreign exchange risk.  The Corporation has no                         
market risk sensitive instruments held for trading                              
purposes.   The Corporation has limited agricultural-                           
related loan assets and therefore has minimal                                   
significant exposure to changes in commodity prices.                            
Any impact that changes in foreign exchanges rates and                          
commodity prices would have on interest rates are                               
assumed to be insignificant.                                                    

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Interest rate risk is the exposure of the                             
Corporation's financial condition to adverse movements                          
in interest rates.  The Corporation derives its income                          
primarily from the excess of interest collected on its                          
interest-earning assets over the interest paid on its                           
interest-bearing obligations.  The rates of interest                            
the Corporation earns on its assets and owes on its                             
obligations generally are established contractually for                         
a period of time.  Since market interest rates change                           
over time, the Corporation is exposed to lower                                  
profitability if it cannot adapt to interest rate                               
changes.  Accepting interest rate risk can be an                                
important source of profitability and shareholder                               
value; however, excess levels of interest rate risk                             
could pose a significant threat to the Corporation's                            
earnings and capital base.  Accordingly, effective risk                         
management that maintains interest rate risk at prudent                         
levels is essential to the Corporation's safety and                             
soundness.                                                                      

Evaluating the exposure to changes in interest                        
rates includes assessing both the adequacy of the                               
process used to control interest rate risk and the                              
quantitative level of exposure.  The Corporation's                              
interest rate risk management process seeks to ensure                           
that appropriate policies, procedures, management                               
information systems and internal controls are in place                          
to maintain interest rate risk at prudent levels with                           
consistency and continuity.  In evaluating the                                  
quantitative level of interest rate risk, the                                   
Corporation assesses the existing and potential future                          
effects of changes in interest rates on its financial                           
condition, including capital adequacy, earnings,                                
liquidity and asset equity.                                                     

The table below measures current maturity levels                      
of interest-earning assets and interest-bearing                                 
obligations, along with average stated rates and                                
estimated fair values at December 31, 1999 (in                                  
thousands):                                                                     

                                                        [Enlarge/Download Table]

                             Principal/Notional Amount Maturing in:                          
                                                                                   Fair Value
                      2000    2001    2002    2003    2004    Thereafter   Total    12/31/99 
                                                                                             
Rate Sensitive                                                                               
 Assets                                                                                      
Interest-bearing                                                                             
deposits              $679                                                   $679       $679 
  Average                                                                                    
   interest rate      2.7%                                                   2.7%            

Fixed interest                                                                               
 rate securities      $226    $136    $146    $146   $1,613    $41,076    $43,343    $43,343 
  Average                                                                                    
   interest rate      5.4%    5.4%    5.4%    5.4%     6.5%       7.0%       7.0%            

Federal Home                                                                                 
Loan Bank Stock     $3,034                                                 $3,034     $3,034 
  Average                                                                                    
   interest rate      8.0%                                                   8.0%            

Fixed interest                                                                               
 rate loans        $57,909  $1,968 $22,206 $24,669  $17,388    $65,174   $189,315   $183,620 
  Average                                                                                    
   interest rate      8.2%    8.1%    8.5%    8.9%     8.5%       8.1%       8.3%            

Variable interest                                                                            
 rate loans        $73,676  $1,443 $22,422 $31,794  $25,801   $122,171   $277,307   $277,891 
  Average                                                                                    
   interest rate      9.3%    9.3%    8.5%    9.2%     9.1%       9.2%       9.2%            

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Rate Sensitive                                                                               
Obligations                                                                                  
Savings, money                                                                               
market and                                                                                   
interest-bearing                                                                             
demand            $267,027                                               $267,027   $267,027 
  Average                                                                                    
   interest rate      3.8%                                                   3.8%            

Time deposits     $103,794  $3,517 $24,414 $16,284   $3,269     $1,087   $152,365   $152,001 
  Average                                                                                    
   interest rate      5.4%    5.1%    5.6%    5.5%     5.4%       5.6%       5.4%            

Fixed interest                                                                               
rate borrowings    $17,643    $686    $734    $790   $1,986     $5,039    $26,878    $25,729 
  Average                                                                                    
   interest rate      6.0%    6.3%    6.3%    6.3%     6.4%       5.2%       5.9%            

Variable interest                                                                            
rate-borrowings                                                $20,000    $20,000    $20,000 
  Average                                                                                    
   interest rate                                                  5.6%       5.6%            

Subordinated                                                                                 
debentures                                                     $12,450    $12,450    $12,450 
  Average                                                                                    
   interest rates                                                 8.6%       8.6%            

     In addition to changes in interest rates, the                                           
level of future net interest income is also dependent                                        
on a number of variables, including: the growth,                                             
composition and levels of loans, deposits, and other                                         
earning assets and interest-bearing obligations, and                                         
economic and competitive conditions; potential changes                                       
in lending, investing and deposit strategies; customer                                       
preferences; and other factors.                                                              

             ITEM 8: FINANCIAL STATEMENTS                                                    

     Incorporated by reference to the Registrant's                                           
Consolidated Financial Statements for the years ended                                        
December 31, 1999, 1998 and 1997 in the Corporation's                                        
1999 Annual Report to Shareholders.                                                          

 ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                                       
               AND FINANCIAL DISCLOSURE                                                      

     None.                                                                                   

                       PART III                                                              

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT                                      

     The information set forth under the caption                                             
"Election of Directors" of the Registrant's definitive                                       
Proxy Statement dated March 8, 2000, is hereby                                               
incorporated by reference.                                                                   

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            ITEM 11: EXECUTIVE COMPENSATION                                                  

     Information relating to compensation of the                                             
Registrant's executive officers and directors is                                             
contained under the captions "Remuneration of                                                
Directors" and "Executive Compensation," in the                                              
Registrant's definitive Proxy Statement dated March 8,                                       
2000, and is incorporated herein by reference.                                               

   ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL                                         
                 OWNERS AND MANAGEMENT                                                       

     Information relating to security ownership of                                           
certain beneficial owners and management is contained                                        
under the caption "Beneficial Ownership of Common                                            
Stock" in the Registrant's definitive Proxy Statement                                        
dated March 8, 2000, and is incorporated herein by                                           
reference.                                                                                   

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                      

     Information relating to certain relationships and                                       
related transactions is contained under the caption                                          
"Indebtedness of and Transactions With Management" in                                        
the Registrant's definitive Proxy Statement dated March                                      
8, 2000, and is incorporated herein by reference.                                            

                        PART IV                                                              

 ITEM 14 - EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES,                                        
                   AND REPORTS ON FORM 8-K                                                   

     (a)  Financial Statements.                                                              

     1.   The following documents are filed as part of                                       
Item 8 of this report:                                                                       

          Independent Auditor's Report                                                       
          Consolidated Balance Sheets as of December 31, 1999 and 1998                       
          Consolidated Statements of Income for the                                          
            years ended December 31, 1999, 1998, and 1997                                    
          Consolidated Statements of Changes in                                              
            Shareholders' Equity for the years ended                                         
            December 31, 1999, 1998, and 1997                                                
          Consolidated  Statements of Cash Flows for                                         
            the years ended December 31, 1999, 1998, and 1997                                
          Notes to Consolidated Financial Statements                                         

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     2.   Schedules to the consolidated financial                                            
          statements required by Article 9 of                                                
          Regulation S-X are not required under the                                          
          related instructions or are inapplicable, and                                      
          therefore have been omitted.                                                       

     3.   The following exhibits are filed as part of                                        
          this report:                                                                       

     Reference is made to the exhibit index which                                            
follows the signature page of this report.                                                   

     The Registrant will furnish a copy of any exhibits                                      
listed on the Exhibit Index to any shareholder of the                                        
Registrant without charge upon written request of                                            
Sherry L. Littlejohn, 3530 North Country Drive,                                              
Traverse City, Michigan 49684.                                                               

     (b)  Reports on Form 8-K                                                                

     During the last quarter of the period covered by                                        
this report, the Registrant filed no Current Reports on                                      
Form 8-K.                                                                                    

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                      SIGNATURES                                                             

     Pursuant to the requirements of Section 13 or                                           
15(d) of the Securities Exchange Act of 1934, the                                            
Registrant has duly caused this report to be signed on                                       
its behalf by the undersigned, thereunto duly                                                
authorized, dated March 27, 2000.                                                            

NORTH COUNTRY FINANCIAL CORPORATION                                                          

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

     Pursuant to the requirements of the Securities                                          
Exchange Act of 1934, this report has been signed below                                      
on March 27, 2000, by the following persons on behalf                                        
of the Registrant and in the capacities indicated.  Each                                     
director of the Registrant, whose signature appears                                          
below, hereby appoints Ronald G. Ford and Sherry L.                                          
Littlejohn, and each of them severally, as his attorney-                                     
in-fact, to sign in his name and on his behalf, as a                                         
director of the Registrant, and to file with the                                             
Commission any and all Amendments to this Report on Form                                     
10-K.                                                                                        

         Signature                                                                           

/s/ Ronald G. Ford                                                                           
----------------------------------           -------------------------------                 
Ronald G. Ford - Director, Chairman          Stanley J. Gerou - Director                     
and Chief Executive Officer                                                                  
(Principal Executive Officer)                                                                

/s/ Sherry L. Littlejohn                     /s/ Michael C. Henricksen                       
----------------------------------           -------------------------------                 
Sherry L. Littlejohn - Director, President,  Michael C. Henricksen - Director                
Chief Operating Officer and Treasurer                                                        

/s/ Kristine E. Hoefler                      /s/ Wesley Hoffman                              
----------------------------------           -------------------------------                 
Kristine E. Hoefler - Chief Financial        Wesley Hoffman - Director                       
Officer (Principal Financial and                                                             
Accounting Officer)                                                                          

----------------------------------            -------------------------------                
Paul Arsenault - Director                     Thomas G. King - Director                      

                                              /s/ John Lindroth                              
---------------------------------             -------------------------------                
Bernard A. Bouschor - Director                John Lindroth - Director                       

                                              /s/ John P. Miller                             
---------------------------------             -------------------------------                
C. Ronald Dufina - Director                   John P. Miller - Director                      

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                     EXHIBIT INDEX                                                           
     Number  Exhibit                                                                         

     3.1  Articles of Incorporation, as amended,                                             
          incorporated herein by reference to exhibit 3.1 of the                             
          Registrant's Quarterly Report on Form 10-Q for the                                 
          quarter ended September 30, 1999.                                                  

     3.2  Bylaws, as amended, incorporated herein by                                         
          reference to exhibit 3.2 of the Registrant's Quarterly                             
          Report on Form 10-Q for the quarter ended September 30,                            
          1999.                                                                              

     10.1 Stock Option Plan, incorporated by reference                                       
          to the Registrant's definitive proxy                                               
          statement for its annual meeting of                                                
          shareholders held April 21, 1994.                                                  

     10.2 Deferred Compensation, Deferred Stock, and                                         
          Current Stock Purchase Plan for Nonemployee                                        
          Directors.                                                                         

     10.3 North Country Financial Corporation Stock                                          
          Compensation Plan.                                                                 

     10.4 North Country Financial Corporation 1997                                           
          Directors' Stock Option Plan.                                                      

     10.5 North Country Financial Corporation 2000                                           
          Stock Incentive Plan                                                               

     10.6 Employment Contract dated July 1, 1994                                             
          between North Country Bank and Trust and                                           
          Ronald G. Ford, incorporated herein by                                             
          reference to exhibit 10(c) of the                                                  
          Registrant's Annual Report on Form 10-K for                                        
          the year ended December 31, 1995.                                                  

     10.7 Amendment to Employment Contract dated July                                        
          26, 1996 between North Country Bank and Trust                                      
          and Ronald G.  Ford, incorporated herein by                                        
          reference to exhibit 10(d) of the                                                  
          Registrant's Annual Report on Form 10-K for                                        
          the year ended December 31, 1996.                                                  

     10.8 Second Amendment to Employment Agreement                                           
          dated August 18, 1999, between the                                                 
          Corporation and Ronald G. Ford, incorporated                                       
          herein by reference to exhibit 10.2 of the                                         
          Registrant's Quarterly Report on Form 10-Q                                         
          for the quarter ended September 30, 1999.                                          

     10.9 Consulting Agreement dated September 15, 1999                                      
          between the Corporation and Ronald G. Ford,                                        
          incorporated herein by reference to exhibit                                        
          10.1 of the Registrant's Quarterly Report on                                       
          Form 10-Q for the quarter ended September 30,                                      
          1999.                                                                              

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    10.10 Management Continuity Agreement dated                                              
          May 22, 1996 between the Corporation and                                           
          Sherry Littlejohn incorporated herein by                                           
          reference to exhibit 10.3 of the Registrant's                                      
          Quarterly Report on Form 10-Q for the quarter                                      
          ended September 30, 1999.                                                          

    10.11 First Amendment to Employment Contract                                             
          dated August 18, 1999 between the Corporation                                      
          and Sherry Littlejohn, incorporated herein by                                      
          reference to exhibit 10.4 of the Registrant's                                      
          Quarterly Report on Form 10-Q for the quarter                                      
          ended September 30, 1999.                                                          

    10.12 North Country Financial Corporation                                                
          Supplemental Executive Retirement Plan,                                            
          incorporated herein by reference to exhibit                                        
          10.6 of the Registrant's Quarterly Report on                                       
          Form 10-Q for the quarter ended September 30,                                      
          1999.                                                                              

    10.13 Lease Agreement commencing March 1,                                                
          2000, by and among C. Ronald Dufina, Mary                                          
          McCourt Dufina and North Country Bank &                                            
          Trust.                                                                             

     13   1999 Annual Report to Shareholders.  This                                          
          exhibit, except for those portions expressly                                       
          incorporated by reference in this filing, is                                       
          furnished for the information of the                                               
          Securities and Exchange Commission and is not                                      
          deemed "filed" as part of this filing.                                             

     21   Subsidiaries of the Registrant.                                                    

     23   Consent of Independent Public Accountants.                                         

     27   Financial Data Schedule - year ended December 31, 1999.                            

MW379878_6.DOC                                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		4/18/00		1					DEF 14A
Filed on:		3/28/00
		3/27/00		21
		3/21/00		1
		3/8/00		18		19
		3/1/00		23
		1/14/00		3
For Period End:		12/31/99		1		23
		11/12/99		7
		9/30/99		22		23			10-Q
		9/15/99		22
		8/18/99		22		23
		7/23/99		2
		6/25/99		2					SC 13G/A
		12/31/98		6		19			10-K
		4/14/98		2					DEF 14A,  PRE 14A
		3/10/98		2
		12/31/97		18		19			10-K405
		2/4/97		2
		12/31/96		22					10-K405,  10-K405/A
		8/12/96		2
		7/26/96		22
		5/22/96		23
		1/31/96		2					8-K
		12/31/95		22					10-K405,  8-K/A,  DEF 14A,  PRE 14A
		9/30/95		2					10-Q
		9/15/95		2
		12/8/94		2
		7/1/94		22
		4/21/94		22
		2/8/94		2
									List all Filings