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                                                                   Exhibit 10.8

Supplemental Executive Retirement Plan

    THIS AGREEMENT is made and entered into this 29th day of May, 2003, by and
    between Northway Financial, Inc., a corporation organized and existing
    under the laws of the State of New Hampshire (hereinafter referred to as
    the "Corporation"), and William J. Woodward, an Executive of the
    Corporation (hereinafter referred to as the "Executive").

    WHEREAS, the Executive has been in the employ of the Corporation and its
    subsidiaries and is now serving the Corporation as its Chairman of the
    Board; and

    WHEREAS, in order to induce the Executive to continue in the employ of the
    Corporation and in recognition of his past service, the Board of Directors
    entered into a Collateral Assignment Split Dollar Agreement with the
    Executive on September 19, 2000; and

    WHEREAS, in light of changes in law, the Corporation and the Executive have
    agreed to terminate the Collateral Assignment Split Dollar Agreement and
    the Executive has agreed to endorse the life insurance policy thereunder to
    the Corporation;

    WHEREAS, it is the desire of the Corporation and the Executive to enter
    into this Agreement under which the Corporation will agree to make certain
    payments to the Executive upon the Executive's retirement or to the
    Executive's beneficiaries in the event of the Executive's death prior to
    the Executive's retirement;

    FURTHERMORE, it is the intent of the parties hereto that this Agreement be
    considered an unfunded arrangement maintained primarily to provide
    supplemental retirement benefits for the Executive, and be considered a
    non-qualified benefit plan for purposes of the Employee Retirement Income
    Security Act of 1974, as amended ("ERISA"). The Executive is fully advised
    of the Corporation's financial status and has had substantial input in the
    design and operation of this benefit plan; and

    NOW THEREFORE, in consideration of the termination of the Collateral
    Assignment Split Dollar Agreement and the services the Executive has
    performed for the Corporation in the past, and based upon the mutual
    promises and covenants herein contained, the Corporation and the Executive
    agree as follows:

                                                                  DEFINITIONS

    AFTER-TAX COST OF FUNDS:
    After-Tax Cost of Funds means 3.75 percent multiplied by one minus the
    Corporation's combined marginal Federal and state corporate income tax rate
    for the prior Plan Year, as determined by the Board in its sole discretion.

    ANNUAL RETIREMENT CREDIT:
    The Annual Retirement Credit for the Executive for each Plan Year shall be
    equal to the excess (if any) of the Policy Gain for the policy year ending
    in the Plan Year over the Cost of Funds Expense for that Plan Year, divided
    by one minus the Corporation's combined marginal Federal and state
    corporate income tax rate for the prior Plan Year as determined by the
    Board in its sole discretion. The determination of the Annual Retirement
    Credit is made as of the end of the Plan Year. It is intended that the
    Annual Retirement Credit in any particular Plan Year can be negative or
    positive, and any negative Annual Retirement Credit for a particular Plan
    Year prior to the Retirement Date shall adjust the Pre-Retirement Account
    immediately; any negative Annual Retirement Credit for a particular Plan
    Year after the Retirement Date will be applied to reduce the Annual
    Retirement Credit for the following Plan Years.

    BOARD:
    Board means Board of Directors of the Corporation.

    COST OF FUNDS EXPENSE:

    The Cost of Funds Expense for any Plan Year shall be calculated by taking
    the amount of premiums paid during such Plan Year for the life insurance
    policy described in the definition of "Policy Gain" (or would have been
    paid if the policy had been purchased), plus the amount of any benefit
    payments during such Plan Year multiplied by the Corporation's combined
    marginal Federal and State Corporate income tax rate for the prior Plan
    Year, as determined by the Board in its sole discretion, plus the amount of
    all previous years' Cost of Funds Expense, and multiplying that sum by the
    After-Tax Cost of Funds.

    PLAN YEAR:
    Any reference to the "Plan Year" shall mean a calendar year from January
    1st to December 31st.

    POLICY GAIN:
    The Policy Gain for any policy year shall be the aggregate annual income
    from the life insurance contract described hereinafter as defined by FASB
    Technical Bulletin 85-4, assuming no withdrawals of cash value or any
    borrowing.

       Insurance Company:                The Travellers Life Insurance Co.
       Policy Number:                    C0044C0101
       Policy Name:                      Travellers Corporate Variable Life 2000
       Plan Number:                      0044C
       Insured's Age and Sex:            54, male
       Face Amount:                      $5,259,341
       Annual Premium:                   $400,000
       Number of Premium Payments:       Five
       Assumed Purchase Date:            November 1, 2000
       Assumed Premium Payment Date:     Anniversary Date

    If such contract of life insurance is actually purchased by the
    Corporation, and operated in conformance with the assumptions set forth
    above, then the actual policy as of the date it was actually purchased
    shall be used in calculations under this Agreement. If such contract of
    life insurance is not purchased or is subsequently surrendered or lapsed,
    or otherwise operated inconsistent with the assumptions set forth above,
    then the Corporation shall receive annual policy illustrations that assume
    the above-described policy was purchased or had not subsequently
    surrendered or lapsed or operated in a manner inconsistent with the
    assumptions set forth above, and that assume 5.5% annual crediting rate on
    the policy, net of all expenses but prior to cost of insurance charges.
    Said illustration shall be received from the insurance company and will
    indicate the increase in policy values for purposes of calculating the
    amount of the Policy Gain.

    In either case, reference to the life insurance contract is merely for
    purposes of calculating a benefit. The Corporation has no obligation to
    purchase such life insurance and, if purchased, the Executive and the
    Executive's beneficiaries shall have no ownership interest in such policy
    and shall always have no greater interest in the benefits under this
    Agreement than that of an unsecured creditor of the Corporation.

    PRE-RETIREMENT ACCOUNT:
    A Pre-Retirement Account shall be established as a liability reserve
    account on the books of the Corporation for the benefit of the Executive.
    Prior to the Executive's Retirement Date, such liability reserve account
    shall be adjusted each Plan Year, until the aforestated event occurs, by
    the Annual Retirement Credit.

    RETIREMENT DATE:
    Retirement Date shall mean the first day of the calendar month following
    the month in which the Executive terminates employment with the
    Corporation.

                              RETIREMENT BENEFITS

    RETIREMENT BENEFITS:
    Upon the Executive's termination of employment with the Corporation for
    reasons other than death or for Cause, he shall be entitled to receive the
    balance in the Pre-Retirement Account as of his Retirement Date commencing
    thirty (30) days following his Retirement Date in equal annual installments
    over ten (10) years. If the Executive should die before receipt of the ten
    (10) annual installments, the balance shall be paid to his designated
    beneficiary in a lump sum. Additionally, for each Plan Year commencing
    after the Retirement Date and until the Executive's death, the Corporation
    shall pay the Executive an annual payment equal to the Annual Retirement
    Credit for the prior Plan Year, provided however, that no payment shall be
    made if the Annual Retirement Credit is negative. Such payment, if any,
    shall be made as soon as practicable after the Annual Retirement Credit has
    been determined.

    DEATH:
    Should the Executive die while employed by the Corporation, the Employer
    shall provide a death benefit of $2,000,000 payable in a lump sum to the
    individual or individuals the Executive may have designated in writing and
    filed with the Corporation. In the absence of any effective beneficiary
    designation, the unpaid balance shall be paid as set forth herein to the
    duly qualified executor or administrator of the Executive's estate. Said
    payment due hereunder shall be made the first day of the second month
    following the decease of the Executive.

    TERMINATION FOR CAUSE:
    Should the Executive be terminated for Cause at any time, all benefits
    under this Agreement shall be forfeited. The term "for Cause" shall mean a
    finding by the Board that the Executive (i) acted dishonestly or engaged in
    willful misconduct in the performance of his duties for the Corporation;
    (ii) breached a fiduciary duty to the Corporation for personal profit to
    himself; or (iii) willfully violated any law, rule or regulation (other
    than traffic violations or similar offenses) or any final cease and desist
    order.

    DEATH BENEFIT:
    Except as set forth above, there is no death benefit provided under this
    Agreement.

                           RESTRICTIONS UPON FUNDING

    The Corporation shall have no obligation to set aside, earmark or entrust
    any fund or money with which to pay its obligations under this Agreement.
    The Executive, his beneficiaries, or any successor in interest shall be and
    remain simply a general creditor of the Corporation in the same manner as
    any other creditor having a general claim for matured and unpaid
    compensation.

    The Corporation reserves the absolute right, at its sole discretion, to
    either fund the obligations undertaken by this Agreement or to refrain from
    funding the same and to determine the extent, nature and method of such
    funding. Should the Corporation elect to fund this Agreement, in whole or
    in part, through the purchase of life insurance, mutual funds or otherwise,
    the Corporation reserves the absolute right, in its sole discretion, to
    terminate such funding at any time, in whole or in part. At no time shall
    any Executive be deemed to have any lien nor right, title or interest in or
    to any specific funding investment or to any assets of the Corporation.

    If the Corporation elects to invest in a life insurance policy upon the
    life of the Executive, then the Executive shall assist the Corporation by
    freely submitting to a physical exam and supplying such additional
    information necessary to obtain such insurance.

                                 MISCELLANEOUS

    ALIENABILITY AND ASSIGNMENT PROHIBITION:
    Neither the Executive, nor the Executive's surviving spouse, nor any other
    beneficiary(ies) under this Agreement shall have any power or right to
    transfer, assign, anticipate, hypothecate, mortgage, commute, modify or
    otherwise encumber in advance any of the benefits payable hereunder nor
    shall any of said benefits be subject to seizure for the payment of any
    debts, judgments, alimony or separate maintenance owed by the Executive or
    the Executive's beneficiary(ies), nor be transferable by operation of law
    in the event of bankruptcy, insolvency or otherwise. In the event the
    Executive or any beneficiary attempts assignment, commutation,
    hypothecation, transfer or disposal of the benefits hereunder, the
    Corporation's liabilities shall forthwith cease and terminate.

    BINDING OBLIGATION OF THE CORPORATION AND ANY SUCCESSOR IN INTEREST:
    This Agreement shall be binding upon the Corporation and any successor in
    interest.

    AMENDMENT OR REVOCATION:
    It is agreed by and between the parties hereto that, during the lifetime of
    the Executive, this Agreement may be amended or revoked at any time or
    times, in whole or in part, by the mutual written consent of the Executive
    and the Corporation.

    EFFECT ON OTHER CORPORATION BENEFIT PLANS:
    Nothing contained in this Agreement shall affect the right of the Executive
    to participate in or be covered by any qualified or non-qualified pension,
    profit-sharing, group, bonus or other supplemental compensation or fringe
    benefit plan constituting a part of the Corporation's existing or future
    compensation structure.

    HEADINGS:
    Headings and subheadings in this Agreement are inserted for reference and
    convenience only and shall not be deemed a part of this Agreement.

    APPLICABLE LAW:
    The validity and interpretation of this Agreement shall be governed by the
    laws of the State of New Hampshire.

    PARTIAL INVALIDITY:
    If any term, provision, covenant, or condition of this Agreement is
    determined by an arbitrator or a court, as the case may be, to be invalid,
    void, or unenforceable, such determination shall not render any other term,
    provision, covenant, or condition invalid, void, or unenforceable, and the
    Agreement shall remain in full force and effect notwithstanding such
    partial invalidity.

    EMPLOYMENT:
    No provision of this Agreement shall be deemed to restrict or limit any
    existing employment agreement by and between the Corporation and the
    Executive, nor shall any conditions herein create specific employment
    rights to the Executive nor limit the right of the Employer to discharge
    the Executive with or without cause. In a similar fashion, no provision
    shall limit the Executive's rights to voluntarily sever the Executive's
    employment at any time.

    ADMINISTRATION:
    This Agreement shall be administered by the Board who shall have the right
    to interpret the terms and provisions hereof in its sole discretion.

                                CLAIMS PROCEDURE

    IF THE EXECUTIVE, BENEFICIARY OR THEIR AUTHORIZED REPRESENTATIVE
    (HEREINAFTER THE "CLAIMANT") ASSERTS A RIGHT TO A BENEFIT UNDER THIS
    AGREEMENT (OTHER THAN A DISABILITY BENEFIT) WHICH HAS NOT BEEN RECEIVED,
    THE CLAIMANT MUST FILE A CLAIM FOR SUCH BENEFIT WITH THE BOARD ON FORMS
    PROVIDED BY THE BOARD. THE BOARD SHALL RENDER ITS DECISION ON THE CLAIM
    WITHIN 90 DAYS AFTER ITS RECEIPT OF THE CLAIM.

    If special circumstances apply, the 90-day period may be extended by an
    additional 90 days, provided that written notice of the extension is
    provided to the Claimant during the initial 90-day period and such notice
    indicates the special circumstances requiring an extension of time and the
    date by which the Board expects to render its decision on the claim.

    IF THE BOARD WHOLLY OR PARTIALLY DENIES THE CLAIM, THE BOARD SHALL PROVIDE
    WRITTEN NOTICE TO THE CLAIMANT WITHIN THE TIME LIMITATIONS OF THE
    IMMEDIATELY PRECEDING PARAGRAPH. SUCH NOTICE SHALL SET FORTH:

    the specific reasons for the denial of the claim;

    specific reference to pertinent provisions of the Agreement on which the
    denial is based;

    a description of any additional material or information necessary to
    perfect the claim and an explanation of why such material or information is
    necessary;

    a description of the Agreement's claims review procedures, and the time
    limitations applicable to such procedures; and

    a statement of the Claimant's right to bring a civil action under Section
    502(a) of ERISA if the claim denial is appealed to the Board and the Board
    fully or partially denies the claim.

    A CLAIMANT WHOSE APPLICATION FOR BENEFITS IS DENIED MAY REQUEST A FULL AND
    FAIR REVIEW OF THE DECISION DENYING THE CLAIM BY FILING, IN ACCORDANCE WITH
    SUCH PROCEDURES AS THE BOARD MAY ESTABLISH, A WRITTEN APPEAL WHICH SETS
    FORTH THE DOCUMENTS, RECORDS AND OTHER INFORMATION RELATING TO THE CLAIM
    WITHIN 60 DAYS AFTER RECEIPT OF THE NOTICE OF THE DENIAL FROM THE BOARD. IN
    CONNECTION WITH SUCH APPEAL AND UPON REQUEST BY THE CLAIMANT, A CLAIMANT
    MAY REVIEW (OR RECEIVE FREE COPIES OF) ALL DOCUMENTS, RECORDS OR OTHER
    INFORMATION RELEVANT TO THE CLAIMANT'S CLAIM FOR BENEFIT, ALL IN ACCORDANCE
    WITH SUCH PROCEDURES AS THE BOARD MAY ESTABLISH. IF A CLAIMANT FAILS TO
    FILE AN APPEAL WITHIN SUCH 60-DAY PERIOD, HE SHALL HAVE NO FURTHER RIGHT TO
    APPEAL.

    A DECISION ON THE APPEAL BY THE BOARD SHALL INCLUDE A REVIEW BY THE BOARD
    THAT TAKES INTO ACCOUNT ALL COMMENTS, DOCUMENTS, RECORDS AND OTHER
    INFORMATION SUBMITTED BY THE CLAIMANT RELATING TO THE CLAIM, WITHOUT REGARD
    TO WHETHER SUCH INFORMATION WAS SUBMITTED OR CONSIDERED IN THE INITIAL
    CLAIM DETERMINATION. THE BOARD SHALL RENDER ITS DECISION ON THE APPEAL NOT
    LATER THAN 60 DAYS AFTER THE RECEIPT BY THE BOARD OF THE APPEAL. IF SPECIAL
    CIRCUMSTANCES APPLY, THE 60-DAY PERIOD MAY BE EXTENDED BY AN ADDITIONAL 60
    DAYS, PROVIDED THAT WRITTEN NOTICE OF THE EXTENSION IS PROVIDED TO THE
    CLAIMANT DURING THE INITIAL 60-DAY PERIOD AND SUCH NOTICE INDICATES THE
    SPECIAL CIRCUMSTANCES REQUIRING AN EXTENSION OF TIME AND THE DATE BY WHICH
    THE BOARD EXPECTS TO RENDER ITS DECISION ON THE CLAIM ON APPEAL.

    If the Board wholly or partly denies the claim on appeal, the Board shall
    provide written notice to the Claimant within the time limitations of the
    immediately preceding paragraph. Such notice shall set forth:

    the specific reasons for the denial of the claim;

    specific reference to pertinent provisions of the Agreement on which the
    denial is based;

    a statement of the Claimant's right to receive, upon request and free of
    charge, reasonable access to, and copies of, all documents, records, and
    other information relevant to the Claimant's claim for benefits; and

    a statement of the Claimant's right to bring a civil action under Section
    502(a) of ERISA.

    The foregoing claims procedures described in this Section V shall be
    administered in accordance with Section 503 of ERISA and guidance issued
    thereunder. Any written notice required to be given to the Claimant may, at
    the option of the Board and in accordance with guidance issued under
    Section 503 of ERISA, be provided electronically.

    IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully
    read this Agreement and executed the original thereof on the first day set
    forth hereinabove and that, upon execution, each has received a conforming
    copy.

                                     NORTHWAY FINANCIAL, INC.


/s/ Ronald Cormier                   By: /s/ Stephen G. Boucher
---------------------------          -------------------------------------------
Witness                              Title:  Chairman, Human Resources,
                                             Compensation and Nominating
                                             Committee, Northway Financial, Inc.


/s/ J. N. Rozek                      /s/ William J. Woodward
---------------------------          -------------------------------------------
Witness                                  William J. Woodward