Exhibit 10.3


    
      

    


    Exhibit
      10.3

    


    


    AMENDMENT
      TO EMPLOYMENT AGREEMENT

    


    This
      Amendment to Employment Agreement (“Amendment”) is entered into by and among
      Northway Financial, Inc., a New Hampshire chartered corporation (“Northway”),
      The Berlin City Bank, a New Hampshire chartered bank and wholly owned subsidiary
      of Northway with its principal office located in New Hampshire (Northway and
      The
      Berlin City Bank are hereinafter collectively referred to as the “Employer”),
      and William J. Woodward (the “Executive”).

    


    WHEREAS,
      the Employer and the Executive are parties to an Employment Agreement dated
      September 30, 1997 (the “Employment Agreement”); and

    


    WHEREAS,
      the Employer and the Executive have determined that it is in their mutual best
      interest to amend the Employment Agreement as set forth below;

    


    NOW,
      THEREFORE, the Employer and the Executive agree as follows:

    


    The
      Employment Agreement is amended by adding the following to the end of Section
      7(d) (“Noncompetition and Nonsolicitation”):

    


    Notwithstanding
      the foregoing, in the event that the Executive becomes entitled to Termination
      Benefits pursuant to Section 6(f) (“Termination Following a Change of Control”),
      this Section 7(d) shall not apply to the Executive with respect to the
      Executive’s activities during any period following the termination of the
      Executive’s employment.

    


    This
      Amendment shall be effective as of January 1, 1999 (the “Effective
      Date”).

    


    IN
      WITNESS WHEREOF, this Amendment has been executed as a sealed instrument by
      the
      Employer, by its duly authorized officer, and by the Executive, as of the
      Effective Date.

    


    
      	 	 	 	 	
              NORTHWAY
                FINANCIAL, INC.

            
	
              Attest:

            	 	 	 	 
	 	 	 	 	 
	
              By:

            	
              /S/

            	
              Donald
                R. Hatt

            	 	
              By:

            	
              Fletcher
                W. Adams

            	 
	
              Name:

            	
              Donald
                R. Hatt

            	 	
              Name:
                Fletcher W. Adams

            	 
	
              Title:

            	
              Senior
                Executive Vice President

            	 	
              Title:
                Vice Chairman

            	 
	 	 	
              and
                Chief Financial Officer

            	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	
              THE
                BERLIN CITY BANK

            	 
	 	 	 	 	 	 	 
	 	 	 	 	
              By:
                

            	
              /S/
                William J. Woodward

            	 
	 	 	 	 	
              Name:
                William J. Woodward

            	 
	 	 	 	 	
              Title:
                President and Chief Executive Officer

            	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	
              EXECUTIVE

            	 
	 	 	 	 	 	 
	 	 	 	 	
              /S/
                William J. Woodward

            	 
	 	 	 	 	
              William
                J. Woodward