Amendment to the Employment Agreement for William J. Woodward

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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”).

				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