Amendment No. 2 to Rights Agreement between North Country Financial Corporation and Registrar and Transfer Company

Summary

This amendment updates the Rights Agreement between North Country Financial Corporation and Registrar and Transfer Company by changing the agreement's final expiration date to December 14, 2004. After this date, the rights under the agreement can no longer be exercised. All other terms of the original agreement remain in effect. The amendment is binding on both parties and their successors.

EX-4.1 3 k90508exv4w1.txt AMENDMENT NO.2 TO RIGHTS AGREEMENT EXHIBIT 4.1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT, dated as of December ___, 2004 (this "AMENDMENT"), is between North Country Financial Corporation, a Michigan corporation (the "COMPANY"), and Registrar and Transfer Company, a New Jersey corporation (the "RIGHTS AGENT"), and amends the Rights Agreement, dated as of June 21, 2000, between the Company and the Rights Agent, as amended by Amendment No. 1 to Rights Agreement, dated as of August 9, 2004 (the "RIGHTS AGREEMENT"). RECITALS In accordance with the provisions of Section 27 of the Rights Agreement, the members of the Board of Directors of the Company have approved this Amendment, and the Secretary of the Company has delivered to the Rights Agent a certificate to such effect and has directed the Rights Agent to execute this Amendment as provided in the Rights Agreement. NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: AGREEMENTS SECTION 1. AMENDMENT TO RIGHTS AGREEMENT. Effective as of the date of this Amendment, Section 1(j) of the Rights Agreement is amended in its entirety to read as follows: "(j) "Final Expiration Date" shall mean December 14, 2004." Accordingly, for purposes of Section 7(a) of the Rights Agreement, the Rights will no longer be exercisable as of the close of business on December 14, 2004. SECTION 2. BINDING EFFECT. This Amendment shall be binding upon and inure to the benefit of the Company and the Rights Agent and their respective successors and permitted assigns. SECTION 3. SUPERSEDING. From and after the date hereof, all references to the Rights Agreement shall mean the Rights Agreement, as amended by this Amendment. SECTION 4. CONFIRMATION. Except as otherwise expressly set forth in this Amendment, the Rights Agreement is hereby ratified and confirmed and remains in full force and effect. SECTION 5. COUNTERPARTS. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written. ATTEST: NORTH COUNTRY FINANCIAL CORPORATION By: ________________________________ By: _____________________________________ Name: __________________________ Name: C. James Bess Title: President and Chief Executive Title: _________________________ Officer ATTEST: REGISTRAR AND TRANSFER COMPANY By: ________________________________ By: _____________________________________ Name: __________________________ Name: William P. Tatler Title: Vice President Title: _________________________ 2