camdenamendmenttodeferre







   ACTIVE/80838803.1   AMENDMENT   TO   CAMDEN NATIONAL CORPORATION   EXECUTIVE DEFERRED COMPENSATION PLAN   A. The Camden National Corporation Executive Deferred Compensation Plan (as Amended   and Restated Effective January 1, 2008) (the “Plan”), is hereby amended as follows:   1. The definition of Change of Control set forth Section 2.5 of the Plan is hereby   amended by deleting such definition in its entirety, other than the final paragraph thereof, and   substituting the following in lieu thereof:   “‘Change of Control’ shall have the meaning provided to such term   in the Company’s 2012 Equity and Incentive Plan, as amended   from time to time.”   2. Section 6.5 of the Plan is hereby amended by deleting such section in its entirety   and substituting the following in lieu thereof:   “6.5 Effect of a Change of Control.  If there is a Change of   Control, then, notwithstanding any other provision of this Plan, the   following shall occur:    A Participant shall be one hundred (100) percent vested in   the Participant’s Account if, the Participant incurs a   Termination of Employment either (i) by the Company   without Cause (as defined below) or (ii) by the participant   with Good Reason (as defined below) either (x) within two   (2) years following a Change of Control or (y) within three   (3) months prior to a Change of Control, provided a   definitive agreement with respect to such Change of   Control has been entered into by the parties as of the date   of such Termination of Employment, with such accelerated   vesting effective as of the date of such Termination of   Employment.    The Change of Control itself shall not constitute a   distributable event, except with respect to a special Plan   termination under Section 8.3.     





 







    2   ACTIVE/80838803.1   For purposes of this Section 6.5, the following terms shall have the   following meanings:   ‘Cause’ shall have the meaning provided to such term in the   Company’s 2012 Equity and Incentive Plan, as amended from time   to time.   ‘Good Reason’ shall have the same meaning as in the applicable   Participant’s written employment agreement or change of control   agreement (or similar agreement).  In the absence of such   definition, ‘Good Reason’ shall mean (a) a material diminution in   the Participant’s annual base salary which shall mean a reduction   in the Participant’s salary of at least ten percent (10%); (b) a   material diminution in the Participant’s authority, duties, or   responsibilities; or (c) any other action or inaction that constitutes a   material breach by the Company of the Participant’s employment   arrangement.  The Participant is required to provide notice to the   Company of the condition giving rise to the Good Reason within a   period not to exceed ninety (90) days of the initial existence of the   condition. The Company shall have thirty (30) days from the date   of any notice from the Participant alleging that a Good Reason   condition exists, to remedy the Good Reason condition.  If the   Company fails to remedy the Good Reason condition within thirty   (30) days, the Participant may terminate employment for Good   Reason, unless the Company disagrees that a Good Reason   condition exists.”   3. Section 8.3(ii) of the Plan is hereby amended to insert the following immediately   prior to the period at the end thereof:   “in which case each Participant’s Account shall be one hundred   (100) percent vested immediately prior to such termination”    B. Except as otherwise so amended, the Plan is confirmed in all other respects.   C. The effective date of this Amendment is as of March __, 2015.     





 







    3   ACTIVE/80838803.1   Executed this [_______] day of March, 2015 by a duly authorized officer of Camden   National Corporation.   CAMDEN NATIONAL CORPORATION   By: