AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.3

AMENDMENT TO EMPLOYMENT AGREEMENT

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

				XXXXXXXX FINANCIAL, INC.
Attest:
By:	/S/	Xxxxxx X. Xxxx		By:	Xxxxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxx		Name: Xxxxxxxx X. Xxxxx
Title:		Senior Executive Vice President		Title: Vice Chairman
		and Chief Financial Officer
				THE BERLIN CITY BANK
				By:	/S/ Xxxxxxx X. Xxxxxxxx
				Name: Xxxxxxx X. Xxxxxxxx
				Title: President and Chief Executive Officer
				EXECUTIVE
				/S/ Xxxxxxx X. Xxxxxxxx
				Xxxxxxx X. Xxxxxxxx