UNITED STATES DISTRICT COURT WESTERN DISTRICT OF MICHIGAN NORTHERN DIVISIO N

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1 UNITED STATES DISTRICT COURT WESTERN DISTRICT OF MICHIGAN NORTHERN DIVISIO N CHARLES LANCTOT, individually and on behalf of himself and all others similarly situated, Civil Actio n No. 2 :03-cv GJ Q v. Plaintiffs, Hon. Gordon J. Quist SHERRY L. LITTLEJOHN, RONALD G. FORD, and NORTH COUNTRY FINANCIAL CORPORATION, Defendants. BERTRAM ROSEN, individually and on behalf of herself and all others similarly situated, Civil Action No. 2 :03-cv G.IQ V. Plaintiffs, Hon. Gordon J. Quist NORTH COUNTRY FINANCIAL CORPORATION, SHERRY L. LITTLEJOHN, and RONALD G. FORD, Defendants. REVISED STIPULATION AND ORDER REGARDING CONDITIONAL SETTLEMENT OF CLASS ACTI ON Plaintiffs, individually and on behalf of a putative Class (as defined below), an d Defendants, by and through their respective counsel, hereby enter into and submit to the Court this Revised Stipulation and Order Regarding Conditional Settlement of Clas s Action (the "Stipulation").' This Stipula tion re places the Sti pulation for Conditiona l Settlement of Class Ac tion, dated June 2 1, 2004 (Docket Entry #62).

2 DEFINITION S "Action" refers to the consolidated class action Complaints in civil actio n numbers 2 :fl3-car GHQ and 2 :03-cv GJQ, "Claims" refers to any and all claims, demands, rights, causes, causes of action, liabilities, damages, losses, debts, or other obligations of any kind or nature, known o r unknown, contingent or liquidated, at law or in equity, suspected or unsuspected, whethe r arising under any state, federal or foreign law, statute, rule, regulation, common law or otherwise, asserted or which could have been asserted in the Action, or in any other cour t or other tribunal or proceeding, and which directly or indirectly arise out of, relate to, o r are in any way connected with the purchase or sale of the common stock of NCFC, or any other facts, events, transactions, acts, occurrences, statements or any other matter, thin g or cause whatsoever, that relate in any way to NCFC and that were asserted or that coul d have been asserted in the Action, including but not limited to any and all statutory o r common law causes of action, whether asserted in any direct, indirect, individual, class, derivative, representative, or any other capacity. Claims does not include claim s belonging to NCFC, rather than its shareholders, that are asserted derivatively on behal f ofncfc in the Virginia Damon Trust derivative action, case no. 2 :03-CV "Class" refers to the putative class alleged in the Action consisting of all person s who purchased the common stock of NCFC during the period from November 13, 2000 to April 15, "Conditional Approval" refers to the entry b y the Court of the proposed Order at the end of this Stipulation. 2

3 "Court" refers to the United States District Court for the western District o f Michigan, acting by and through the Honorable Gordon J. Quist. "Defendants" refers to NCFC, Sherry Littlejohn ("Littlejohn") and Ronald G. Ford ("Ford"). "Individual Defendants" refers to Littlejohn and Ford. "Fa irness Hearing" refers to a hearing to be conducted by the Court to addres s the fairness of the Final Settlement pursuant to F.R.C.P. 23(e). "Final Approval" refers to approval by the Court of the Final Settlement following the Fairness Hearing. "NCFC" refers to North Country Financial Corporation. "Parties" refers to all of the Plaintiffs and all of the Defendants in the Action. "Plaint iffs" refers to Charles Lanctot, Bertram Rosen and the putative Class (defined above). "Settlement" refers to the consideration for the settlement of the Action as se t forth in paragraph 4 of this Stipulation. AGREEMENT S Subject to the Conditions set forth in paragraph 5 below, the Parties agree a s follows : I. The Court has subject matter jurisdiction over the Action and personal jurisdiction over all of the Defendants. 2. The Class shall be conditionally certified pursuant to Federal Rule of Civi l Procedure 23 for settlement purposes only. 3. Charles Lanctot and Bertram Rosen shall be appointed and confirmed a s class representatives for settlement purposes only.

4 4. The terms of the Settlement to be submitted to the Court for Conditiona l Approval and, following the Fairness Hearing, Final Approval, are as follows : a. The Individual Defendants shall cause to be paid to the Plaintiffs the sum of $500,400 within thirty (30) days of Final Approval of the Settlement and expiration o f all applicable appeal periods ; b. NCFC shall pay to the Plaintiffs the sum of $50,000 within thirty (30 ) days of Final Approval of the Settlement and expiration of all applicable appeal periods ; c. NCFC shall pay to the Plaintiffs the additional sum of $200,000 (the "Conditional Payment") upon the occurrence of any of the following events : (i) sale of control of NCFC ; (ii) sale of substantially all of the assets of NCFC ; or (iii ) collection of a judgment or settlement upon NCFC's claims against any third party that exceed s $200,000. The Parties acknowledge and agree that the Conditional Payment cannot b e transferred or assigned, does not constitute an ownership interest or investment in NCFC, does not include voting or dividend rights, does not provide for interest, is not evidence d by any form of certificate or other written instrument other than this Stipulation and is no t dependent upon NCFCs operating results ; d. Counsel for Plaintiffs shall petition the Court for an allowance of costs an d attorney fees, to be paid out of the sums set forth in parts a. through c. of this paragraph 4 ; e. Plaintiffs and the Class shall release, acquit and forever discharge and covenant not to sue Defendants, together with their current and former officers, directors, agents, employees, predecessors, parent companies, affiliates, subsidiaries, insurers, successors, administrators, executors, heirs and assigns, of and from any and all Claims. 4

5 This release paragraph does not purport to include claims belonging to NCFC, rather than its shareholders, that are asserted derivatively on behalf of NCFC in the Virginia Damon Trust derivative action, case no. 2:03-eV-0135 ; Plaintiffs and the Class shall bear all costs and expenses incurred in connection with securing Final Approval of the Settlement, as well as administration o f the Settlement, including but not limited to, all costs associated with notice to all Class members and administration/distribution of any settlement proceeds ; provided, however, that if the court refuses to grant Final Approval, NCFC shall reimburse Plaintiffs and th e Class (and/or their counsel) the actual cost of effecting notice to all Class members up t o the sum of $25,000 ; g. The settlement proceeds paid pursuant to parts a. through c. of thi s paragraph 4, after deduction of all allowable costs and attorneys fees, shall be allocated to Class Members through a claims administrator to be selected by plaintiffs' counsel. Class members who do not elect to opt out of the settlement and who submit a claim form to the claims administrator shall be entitled to receive a pro rata share of the Net Settlement Fund based on his or her approved claim compared to the total of all accepted claimanfis, h. If the owners of more than five percent (5%) of the shares purchased b y the Class (excluding Defendants and predecessors, divisions, affiliates, subsidiaries, business units, officers, directors, employees, and any person or entity purporting to act on its behalf) elect to be excluded from the Class, Defendants shall have the right to, in thei r sole discretion, withdraw from the settlement and the terms hereof shall thereupo n become null and void as to all parties ; and neither party shall be reimbursed for thei r costs ; 5

6 i. Following Final Approval of the Settlement by the Court, the Action shal l be dismissed with prejudice. 5. Consummation of the Settlement is conditioned on all of the following : a. Conditional and Final Approval of the Settlement by the Court ; and b. Approval of the Settlement by the Chicago Regional Office of the Federa l Deposit Insurance Corporation, the Michigan Office of Financial and Insurance Service s and the Federal Reserve Bank of Minneaopolis (collectively the "Regulators" ) 6. Upon execution of this Stipulation, it shall be submitted to the Court fo r Conditional Approval and for entry of the Order at the end of this Stipulation. The Parties shall use their best efforts to secure Conditional Approval and Final Approval of the settlement, including but not limited to, submitting to the Court such papers as ma y be required, and attending all hearings as may be required by F.R.C.P. 23(e). NCFC shall use its best efforts to secure approval of the Settlement by the Regulators within thirty (30) days of the entry by the Court of the Order at the end of thi s Stipulation. Mailing/pub lication of notice to the Class of the proposed Settlement shal l not occur until NCFC shall have obtained the required approvals. If NCFC fails to obtai n the required approvals within 60 days of the entry by the Court of the Order attached at the end of this Stipulation, Plaintiffs or Defendants shall have the right to, in their sol e discretion, withdraw from the Settlement and upon such withdrawal the terms of thi s Stipulation shall be null and void in all respects as to all Parties. 7. The Parties have entered into this Stipulation solely to avoid the cost, expense and disruption of continued litigation of disputed claims, the outcome of which i f litigated to conclusion are uncertain. The Defendants deny any liability with respect t o 6

7 the allegations contained in the Action, and the payment of any sums pursuant to th e terms of the Final Settlement shall not be construed as an admission of liability on th e part of any Defendant, by whom liability is expressly denied. However, Defendants shall not state the foregoing, or make any statement demeaning the consideration paid in settlement of the Action, in any press release or public announcement concerning the settlement of this Action. If Defendants breach this prohibition, Plaintiffs` sole remed y shall be to issue a press release or public announcement contradicting Defendants ' statements. 8. This Stipulation shall not be admissible in any forum or any proceedin g for any purpose other than to enforce the express terms hereof in the Action. 9. Following entry of the Order at the end of this Stipulation, Plaintiffs ' counsel shall execute a confidentiality agreement in a form reasonably acceptable t o counsel for Plaintiffs and NCFC. Upon execution of the confidentiality agreement, NCFC shall respond to reasonable requests for information concerning the curren t financial condition of NCFC as well as information concerning the underlying Claims in the Action. 10, This Stipulation may be executed in any number of counterparts, each o f which shall constitute an original, but all of which together shall constitute one and same agreement. 11. A signature by facsimile transmission shall have the same force and effect as an original signature. 7

8 12. Each of the undersigned attorneys represents and warrants that they hav e due and proper authority to execute this Stipulation on behalf of their respectiv e principals. 13. This Stipulation and the Settlement shall b e governed by, and construed in accordance with the laws of the State of Michigan, without regard to Michigan's rule s with respect to conflict of laws and except insofar as federal law shall apply. 14, All Parties, through their respective counsel, have participated in th e drafting of this Stipulation and therefore the terms of this Stipulation shall not be construed against any of the Parties. 15. This Stipulation may only be modified in writing, signed by all counsel who execute this Stipulation. 16. Plaintiffs and their counsel represent and warrant that none of th e Plaintiffs' claims being settled hereby have been assigned, encumbered or in any manne r transferred, in whole or in part. 17. This Stipulation is and shall be binding upon, and inure to the benefit of, the predecessors, successors, parent companies, subsidiaries, affiliates, representatives, assigns, officers, directors, employees, heirs, executors and administrators of each of th e Parties. 18. This Stipulation constitutes the entire agreement of the Parties hereto an d supercedes and prior agreements, discussions or negotiations among the Parties wit h respect to the subject matter hereof Executed as of the 24th day of June,

9 MILLER SHEA P.C. DICKINSON WRIGHT PLLC By: lsl E. Powell Miller E. Powell Miller (P39487) Marc Newman (P51393 ) 1301 West Long Lake Road Suite 13 5 Troy, MI (248) Attorneys for Plaintiffs BUTZEL LONG, P.C. By : fs/ Thonias G. McNeill Thomas G. McNeill (P36895) Geoffrey A. Fields (P41788) 500 Woodward Ave., ate Detroit, MI (313) Attorneys for Defendant NCFC FOSTER SWIFT COLLINS & SMITH By : /s/keefe A. Brooks Keefe A. Brooks (P31680) 100 Bloomfield dills Parkway Suite 20 0 Bloomfield Hills, M (248) I616 Attorneys for Defendant Littlejohn By: /s/ Scott L. ~Vandel Scott L. Mandel (P33453) 313 S. Washington Sq. Lansing, MI (5 17 ) Attorneys for Defendant Ford ORDER Upon the Stipulation of the parties, the Court enters this Order to approve the Stipulation, grant Conditional Approval of the Settlement as set forth. in the Stipulation, and direct the parties to perform such actions as are required to seek and obtain Fina l Approval by the Court. United States District Court Jude GR?.P I DS i E50429v62 9

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF INDIANA SOUTH BEND DIVISION

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF INDIANA SOUTH BEND DIVISION HENRY LACE on behalf of himself ) and all others similarly situated, ) ) Plaintiffs, ) Case No. 3:12-CV-00363-JD-CAN ) v. )