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   A-1-1   EXHIBIT A   FORM OF SUBORDINATED NOTE   THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS   SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO THE CLAIMS OF   CREDITORS (OTHER THAN CREDITORS OF EXISTING SUBORDINATED DEBT) AND   DEPOSITORS OF CAMDEN NATIONAL CORPORATION (“COMPANY”), INCLUDING   OBLIGATIONS OF COMPANY TO ITS GENERAL AND SECURED CREDITORS AND IS   UNSECURED. IT IS INELIGIBLE AS COLLATERAL FOR ANY EXTENSION OF CREDIT   BY COMPANY OR ANY OF ITS SUBSIDIARIES. IN THE EVENT OF LIQUIDATION ALL   DEPOSITORS AND OTHER CREDITORS OF COMPANY SHALL BE ENTITLED TO BE   PAID IN FULL WITH SUCH INTEREST AS MAY BE PROVIDED BY LAW BEFORE ANY   PAYMENT SHALL BE MADE ON ACCOUNT OF PRINCIPAL OF OR INTEREST ON   THIS SUBORDINATED NOTE. AFTER PAYMENT IN FULL OF ALL SUMS OWING TO   SUCH DEPOSITORS AND CREDITORS, THE HOLDER OF THIS SUBORDINATED NOTE   SHALL BE ENTITLED TO BE PAID FROM THE REMAINING ASSETS OF COMPANY   THE UNPAID PRINCIPAL AMOUNT OF THIS SUBORDINATED NOTE PLUS ACCRUED   AND UNPAID INTEREST THEREON BEFORE ANY PAYMENT OR OTHER   DISTRIBUTION, WHETHER IN CASH, PROPERTY OR OTHERWISE, SHALL BE MADE   ON ACCOUNT OF ANY SHARES OF CAPITAL STOCK OF COMPANY.   THIS SUBORDINATED NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY   IN MINIMUM DENOMINATIONS OF $1,000 AND MULTIPLES OF $1,000 IN EXCESS   THEREOF. ANY ATTEMPTED TRANSFER OF THIS SUBORDINATED NOTE IN A   DENOMINATION OF LESS THAN $1,000 SHALL BE DEEMED TO BE VOID AND OF NO   LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE   DEEMED NOT TO BE THE HOLDER OF THIS SUBORDINATED NOTE FOR ANY   PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PAYMENTS ON   THIS SUBORDINATED NOTE, AND SUCH PURPORTED TRANSFEREE SHALL BE   DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SUBORDINATED NOTE.    THIS SUBORDINATED NOTE MAY BE SOLD ONLY IN COMPLIANCE WITH   APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THIS SUBORDINATED   NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   AMENDED (THE “SECURITIES ACT”), OR ANY OTHER STATE SECURITIES LAWS OR   ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SUBORDINATED   NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,   SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE   DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH   TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION   REQUIREMENTS OF THE SECURITIES ACT. THIS SUBORDINATED NOTE IS ISSUED   SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A   SUBORDINATED NOTE PURCHASE AGREEMENT DATED OCTOBER 8, 2015,   BETWEEN COMPANY AND THE PURCHASERS REFERRED TO THEREIN (THE   “PURCHASE AGREEMENT”), A COPY OF WHICH IS ON FILE WITH COMPANY.      





 







   A-1-2   CERTAIN ERISA CONSIDERATIONS:   THE HOLDER OF THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, BY ITS   ACCEPTANCE HEREOF OR THEREOF AGREES, REPRESENTS AND WARRANTS THAT   IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR   OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE   RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR   SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE   “CODE”) (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE   “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, AND NO   PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS   SUBORDINATED NOTE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR   HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S.   DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23,   95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE   AND HOLDING OF THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, ARE NOT   PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH   RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER OR HOLDER OF   THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE   REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER: (i) IT IS   NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN TO WHICH TITLE I OF ERISA   OR SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON   ACTING ON BEHALF OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY   OTHER PERSON OR ENTITY USING THE “PLAN ASSETS” OF ANY SUCH EMPLOYEE   BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE OR (ii) SUCH PURCHASE   OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER   SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL   EXEMPTIVE RELIEF IS NOT AVAILABLE UNDER APPLICABLE STATUTORY OR   ADMINISTRATIVE EXEMPTION.   ANY FIDUCIARY OF ANY PLAN WHO IS CONSIDERING THE ACQUISITION OF   THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN SHOULD CONSULT   WITH HIS OR HER LEGAL COUNSEL PRIOR TO ACQUIRING THIS   SUBORDINATED NOTE OR ANY INTEREST HEREIN.     





 







   A-1-3   No. [●] CUSIP [●]1   CAMDEN NATIONAL CORPORATION   5.50% FIXED RATE SUBORDINATED NOTE DUE 2025   THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS NOT A   DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE   CORPORATION (THE “FDIC”) OR ANY OTHER GOVERNMENT AGENCY OR FUND.   1. Subordinated Notes. This Subordinated Note is one of an issue of notes of   Camden National Corporation, a Maine corporation (“Company”) designated as the “5.50%   Fixed Rate Subordinated Notes due 2025” (the “Subordinated Notes”).   2. Payment. Company, for value received, promises to pay to         , or its registered   assigns, the principal sum of            Dollars (U.S.) ($     ) on October 15, 2025 (the “Stated   Maturity”) and to pay interest thereon at the rate of 5.50% per annum from the original issue date   of the Subordinated Note, or from the most recent Interest Payment Date to which interest has   been paid or duly provided for, semiannually in arrears on April 15 and October 15 of each year   (each, an “Interest Payment Date”), commencing April 15, 2016, until the principal hereof is   paid or made available for payment, with such interest calculated on the basis of a 360-day year   consisting of twelve 30-day months and the number of days elapsed in any partial month. If any   payment of interest or principal is not paid in full when the same becomes due and payable, then   interest will be compounded quarterly.    Any payment of principal of or interest on this Subordinated Note that would otherwise   become due and payable on a day which is not a Business Day shall become due and payable on   the next succeeding Business Day, with the same force and effect as if made on the date for   payment of such principal or interest, and no interest will accrue in respect of such payment for   the period after such day. The term “Business Day” means any day other than a Saturday,   Sunday or any other day on which banking institutions in the State of Maine are permitted or   required by any applicable law or executive order to close.    3. Subordination. The indebtedness of Company evidenced by this Subordinated   Note, including the principal and interest on this Subordinated Note, shall be subordinate and   junior in right of payment to the prior payment in full of all existing claims of creditors and   depositors of Company, whether now outstanding or subsequently created, assumed, guaranteed   or incurred (collectively, “Senior Indebtedness”), which shall consist of principal of (and   premium, if any) and interest, if any, on: (a) all indebtedness and obligations of, or guaranteed or   assumed by, Company for money borrowed, whether or not evidenced by bonds, debentures,   securities, notes or other similar instruments, and including, but not limited to, deposits of   Company, and all obligations to Company’s general and secured creditors; (b) any deferred   obligations of Company for the payment of the purchase price of property, goods, materials,                                                      1 Accredited Investor CUSIP: 133034 AB4    QIB CUSIP: 133034 AA6        





 







   A-1-4   assets or services purchased or acquired (other than such obligations to trade creditors incurred   by Company in the ordinary course of business); (c) all obligations, contingent or otherwise, of   Company in respect of any letters of credit, bankers’ acceptances, security purchase facilities and   similar direct credit substitutes; (d) any capital lease obligations of Company; (e) all obligations   of Company in respect of interest rate swap, cap or other agreements, interest rate future or   option contracts, currency swap agreements, currency future or option contracts, commodity   contracts and other similar arrangements or derivative products; (f) any obligation of Company   to its general creditors, as defined for purposes of the capital adequacy regulations of the Board   of Governors of the Federal Reserve System (the “Federal Reserve”) applicable to Company, as   the same may be amended or modified from time to time (the “Capital Adequacy Regulations”);   (g) all obligations that are similar to those in clauses (a) through (f) of other persons for the   payment of which Company is responsible or liable as obligor, guarantor or otherwise; and (h)   all obligations of the types referred to in clauses (a) through (g) of other persons secured by a   lien on any property or asset of Company; and (i) in the case of (a) through (h) above, all   amendments, renewals, extensions, modifications and refunding’s of such indebtedness and   obligations; except “Senior Indebtedness” does not include (i) the Subordinated Notes, (ii) any   obligation that by its terms expressly is junior to, or ranks equally in right of payment with, the   Subordinated Notes, or (iii) any indebtedness between Company and any of its Significant   Subsidiaries or Affiliates. This Subordinated Note is not secured by any assets of Company.   In the event of liquidation of Company, all holders of Senior Indebtedness shall be   entitled to be paid in full with such interest as may be provided by law before any payment shall   be made on account of principal of or interest on this Subordinated Note. Additionally, in the   event of any insolvency, dissolution, assignment for the benefit of creditors or any liquidation or   winding up of or relating to Company, whether voluntary or involuntary, holders of Senior   Indebtedness shall be entitled to be paid in full before any payment shall be made on account of   the principal of or interest on the Subordinated Notes, including this Subordinated Note. In the   event of any such proceeding, after payment in full of all sums owing with respect to the Senior   Indebtedness, the registered holders of the Subordinated Notes from time to time (each a   “Noteholder” and, collectively, the “Noteholders”), together with the holders of any obligations   of Company ranking on a parity with the Subordinated Notes, shall be entitled to be paid from   the remaining assets of Company the unpaid principal thereof, and the unpaid interest thereon   before any payment or other distribution, whether in cash, property or otherwise, shall be made   on account of any capital stock.   If there shall have occurred and be continuing (a) a default in any payment with respect to   any Senior Indebtedness or (b) an event of default with respect to any Senior Indebtedness as a   result of which the maturity thereof is accelerated, unless and until such payment default or event   of default shall have been cured or waived or shall have ceased to exist, no payments shall be   made by Company with respect to the Subordinated Notes. The provisions of this paragraph shall   not apply to any payment with respect to which the immediately preceding paragraph of this   Section 3 would be applicable.   Nothing herein shall act to prohibit, limit or impede Company from issuing additional   debt of Company having the same rank as the Subordinated Notes or which may be junior or   senior in rank to the Subordinated Notes. Each Noteholder, by its acceptance hereof, agrees to   and shall be bound by the provisions of this Section 3. Each Noteholder, by its acceptance     





 







   A-1-5   hereof, further acknowledges and agrees that the foregoing subordination provisions are, and are   intended to be, an inducement and a consideration for each holder of any Senior Indebtedness,   whether such Senior Indebtedness was created or acquired before or after the issuance of the   Subordinated Notes, to acquire and continue to hold, or to continue to hold, such Senior   Indebtedness, and such holder of Senior Indebtedness shall be deemed conclusively to have   relied on such subordination provisions in acquiring and continuing to hold or in continuing to   hold such Senior Indebtedness.   4. Redemption.    (a) Redemption Prior to Fifth Anniversary. This Subordinated Note shall not be   redeemable by Company in whole or in part prior to the fifth anniversary of the date upon which   this Subordinated Note was originally issued (the “Issue Date”), except in the event: (i) this   Subordinated Note no longer qualifies as Tier 2 Capital (as defined by the Federal Reserve) as a   result of a change in interpretation or application of law or regulation by any judicial, legislative   or regulatory authority that becomes effective after the date of issuance of this Subordinated   Note (“Tier 2 Capital Event”); (ii) of a Tax Event (as defined below); or (iii) Company becomes   required to register as an investment company pursuant to the Investment Company Act of 1940,   as amended (and “Investment Company Event”). Upon the occurrence of a Tier 2 Capital Event,   a Tax Event or an Investment Company Event, subject to Section 4(f), Company may redeem   this Subordinated Note in whole at any time, or in part from time to time, upon giving not less   than 10 days’ notice to the holder of this Subordinated Note at an amount equal to 100% of the   outstanding principal amount being redeemed plus accrued but unpaid interest to, but excluding,   the redemption date. “Tax Event” means the receipt by Company of an opinion of counsel to   Company that as a result of any amendment to, or change (including any final and adopted (or   enacted) prospective change) in, the laws (or any regulations thereunder) of the United States or   any political subdivision or taxing authority thereof or therein, or as a result of any official   administrative pronouncement or judicial decision interpreting or applying such laws or   regulations, there exists a material risk that interest payable by Company on the Subordinated   Notes is not, or within 120 days after the receipt of such opinion will not be, deductible by   Company, in whole or in part, for United States federal income tax purposes.   (b) Redemption on or after Fifth Anniversary. On or after the fifth anniversary of the   Issue Date, subject to Section 4(f), this Subordinated Note shall be redeemable at the option of   and by Company, in whole at any time, or in part upon any Interest Payment Date, at an amount   equal to 100% of the outstanding principal amount being redeemed plus accrued but unpaid   interest, to but excluding the redemption date, but in all cases in a principal amount with integral   multiples of $1,000.    (c) Partial Redemption. If less than the then outstanding principal amount of this   Subordinated Note is redeemed, (i) a new Subordinated Note shall be issued representing the   unredeemed portion without charge to the holder thereof and (ii) such redemption shall be   effected on a pro rata basis as to the Noteholders. For purposes of clarity, upon a partial   redemption, a like percentage of the principal amount of every Subordinated Note held by every   Noteholder shall be redeemed.      





 







   A-1-6   (d) No Redemption at Option of Noteholder. This Subordinated Note is not subject to   redemption at the option of the holder of this Subordinated Note.   (e) Effectiveness of Redemption. If notice of redemption has been duly given and   notwithstanding that this Subordinated Note has been called for redemption but has not yet been   surrendered for cancellation, on and after the date fixed for redemption interest shall cease to   accrue on this Subordinated Note, this Subordinated Note shall no longer be deemed outstanding   and all rights with respect to this Subordinated Note shall forthwith on such date fixed for   redemption cease and terminate unless Company shall default in the payment of the redemption   price, except only the right of the holder hereof to receive the amount payable on such   redemption, without interest.    (f) Regulatory Approvals. Any such redemption shall be subject to receipt of any and   all required federal and state regulatory approvals, including, but not limited to, the consent of   the Federal Reserve. In the case of any redemption of this Subordinated Note pursuant to   paragraphs (b) and (c) of this Section 4, Company will give the holder hereof notice of   redemption, which notice shall indicate the aggregate principal amount of Subordinated Notes to   be redeemed, not less than 30 nor more than 45 calendar days prior to the redemption date.   (g) Purchase and Resale of the Subordinated Notes. Subject to any required federal   and state regulatory approvals and the provisions of this Subordinated Note, Company shall have   the right to purchase any of the Subordinated Notes at any time in the open market, private   transactions or otherwise. If Company purchases any Subordinated Notes, it may, in its   discretion, hold, resell or cancel any of the purchased Subordinated Notes.   5. Events of Default; Acceleration; Compliance Certificate. Each of the following   events shall constitute an “Event of Default”:    (a) the entry of a decree or order for relief in respect of Company by a court having   jurisdiction in the premises in an involuntary case or proceeding under any applicable   bankruptcy, insolvency, or reorganization law, now or hereafter in effect of the United States or any   political subdivision thereof, and such decree or order will have continued unstayed and in effect   for a period of 60 consecutive days;   (b) the commencement by Company of a voluntary case under any applicable   bankruptcy, insolvency or reorganization law, now or hereafter in effect of the United States or any   political subdivision thereof, or the consent by Company to the entry of a decree or order for relief in   an involuntary case or proceeding under any such law;   (c) the failure of Company to pay any installment of interest on any of the Subordinated   Notes as and when the same will become due and payable, and the continuation of such failure for   a period of 30 days;   (d) the failure of Company to pay all or any part of the principal of any of the   Subordinated Notes as and when the same will become due and payable;   (e) the failure of Company to perform any other covenant or agreement on the part of   Company contained in the Subordinated Notes or the Purchase Agreement, and the continuation     





 







   A-1-7   of such failure for a period of 60 days after the date on which notice specifying such failure,   stating that such notice is a “Notice of Default” hereunder and demanding that Company remedy   the same, will have been given, in the manner set forth in Section 21, to Company by the   Noteholders of at least 25% in aggregate principal amount of the Subordinated Notes at the time   outstanding; or the default by Company under any bond, debenture, note or other evidence of   indebtedness for money borrowed by Company having an aggregate principal amount outstanding   of at least $30,000,000, whether such indebtedness now exists or is created or incurred in the future,   which default (i) constitutes a failure to pay any portion of the principal of such indebtedness when   due and payable after the expiration of any applicable grace period or (ii) results in such   indebtedness becoming due or being declared due and payable prior to the date on which it   otherwise would have become due and payable without, in the case of clause (i), such   indebtedness having been discharged or, in the case of clause (ii), without such indebtedness   having been discharged or such acceleration having been rescinded or annulled.   Unless the principal of this Subordinated Note already shall have become due and   payable, if an Event of Default set forth in subsections (a) or (b) above shall have occurred and   be continuing, the holder of this Subordinated Note, by notice in writing to Company, may   declare the principal amount of this Subordinated Note to be due and payable immediately and,   upon any such declaration the same shall become and shall be immediately due and payable.   Company waives demand, presentment for payment, notice of nonpayment, notice of protest, and   all other notices. Company, within 45 calendar days after the receipt of written notice from any   Noteholder of the occurrence of an Event of Default with respect to this Subordinated Note, shall   mail to all Noteholders, at their addresses shown on the Security Register (as defined in Section   13 below), such written notice of Event of Default, unless such Event of Default shall have been   cured or waived before the giving of such notice as certified by Company in writing.    6. Failure to Make Payments. In the event of failure by Company to make any   required payment of principal or interest on this Subordinated Note (and, in the case of payment   of interest, such failure to pay shall have continued for 30 calendar days), Company will, upon   demand of the holder of this Subordinated Note, pay to the holder of this Subordinated Note the   amount then due and payable on this Subordinated Note for principal and interest (without   acceleration of the Note in any manner), with interest on the overdue principal and interest at the   rate borne by this Subordinated Note, to the extent permitted by applicable law. If Company fails   to pay such amount upon such demand, the holder of this Subordinated Note may, among other   things, institute a judicial proceeding for the collection of the sums so due and unpaid and such   further amount as shall be sufficient to cover the costs and expenses of collection, including the   reasonable compensation, expenses, disbursements and advances of such holder of this   Subordinated Note, its agents and counsel, may prosecute such proceeding to judgment or final   decree and may enforce the same against Company and collect the amounts adjudged or decreed   to be payable in the manner provided by law out of the property of Company.   Upon the occurrence of a failure by Company to make any required payment of principal   or interest on this Subordinated Note, or an Event of Default until such Event of Default is cured   by Company, Company shall not: (a) declare or pay any dividends or distributions on, or redeem,   purchase, acquire, or make a liquidation payment with respect to, any of Company’s capital   stock; (b) make any payment of principal or interest or premium, if any, on or repay, repurchase   or redeem any debt securities of Company that rank equal with or junior to the Subordinated     





 







   A-1-8   Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the   Subordinated Notes, other than (i) any dividends or distributions in shares of, or options,   warrants or rights to subscribe for or purchase shares of, any class of Company’s common stock;   (ii) any declaration of a dividend in connection with the implementation of a shareholders’ rights   plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase   of any such rights pursuant thereto; (iii) as a result of a reclassification of Company’s capital   stock or the exchange or conversion of one class or series of Company’s capital stock for another   class or series of Company’s capital stock; (iv) the purchase of fractional interests in shares of   Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock   or the security being converted or exchanged; or (v) purchases of any class of Company’s   common stock related to the issuance of common stock or rights under any benefit plans for   Company’s directors, officers or employees or any of Company’s dividend reinvestment plans.   7. Affirmative Covenants of Company.   (a) Payment of Principal and Interest. Company covenants and agrees for the benefit   of the holder of this Subordinated Note that it will duly and punctually pay the principal of, and   interest on, this Subordinated Note, in accordance with the terms hereof. Principal and interest will   be considered paid on the date due if Company or a subsidiary thereof, holds as of 11:00 a.m.,   Camden, Maine time, on any Interest Payment Date, an amount in immediately available funds   provided by Company that is designated for and sufficient to pay all principal and interest then due.    (b) Maintenance of Office. Company will maintain an office or agency in Camden,   Maine, where Subordinated Notes may be surrendered for registration of transfer or for exchange   and where notices and demands to or upon Company in respect of the Subordinated Notes may be   served.    Company may also from time to time designate one or more other offices or agencies where   the Subordinated Notes may be presented or surrendered for any or all such purposes and may   from time to time rescind such designations; provided that no such designation or rescission will in   any manner relieve Company of its obligation to maintain an office or agency in Camden,   Maine. Company will give prompt written notice to the Noteholders of any such designation or   rescission and of any change in the location of any such other office or agency.   (c) Corporate Existence. Company will do or cause to be done all things necessary to   preserve and keep in full force and effect: (i) the corporate existence of Company; (ii) the   existence (corporate or other) of each subsidiary of Company that is a “significant subsidiary”   as defined in Rule 1-02 of Regulation S-X promulgated by the U.S. Securities and Exchange   Commission (as such rule is in effect on the date hereof) (each, a “Significant Subsidiary”); and   (iii) the rights (charter and statutory), licenses and franchises of Company and each of its   Significant Subsidiaries; provided, however, that Company will not be required to preserve the   existence (corporate or other) of any of its Significant Subsidiaries or any such right, license or   franchise of Company or any of its Significant Subsidiaries if the Board of Directors of Company   determines that the preservation thereof is no longer desirable in the conduct of the business of   Company and its Significant Subsidiaries taken as a whole and that the loss thereof will not be   disadvantageous in any material respect to the Noteholders.     





 







   A-1-9   (d) Maintenance of Properties. Company will, and will cause each Significant   Subsidiary to, cause all its properties used or useful in the conduct of its business to be maintained   and kept in good condition, repair and working order and supplied with all necessary equipment   and will cause to be made all necessary repairs, renewals, replacements, betterments and   improvements thereof, all as in the judgment of Company may be necessary so that the business   carried on in connection therewith may be properly and advantageously conducted at all times;   provided, however, that nothing in this Section will prevent Company or any Significant   Subsidiary from discontinuing the operation and maintenance of any of their respective   properties if such discontinuance is, in the judgment of the Board of Directors of Company or of   any Significant Subsidiary, as the case may be desirable in the conduct of its business.   (e) Waiver of Certain Covenants. Company may omit in any particular instance to   comply with any term, provision or condition set forth in Section 7(a) or Section 7(b) above, with   respect to this Subordinated Note if before the time for such compliance the Noteholders of at least a   majority in principal amount of the outstanding Subordinated Notes, by act of such Noteholders,   either will waive such compliance in such instance or generally will have waived compliance with   such term, provision or condition, but no such waiver will extend to or affect such term, provision   or condition except to the extent so expressly waived, and, until such waiver will become effective,   the obligations of Company in respect of any such term, provision or condition will remain in full   force and effect.   (f) Company Statement as to Compliance. Company will deliver to the Noteholders,   within 120 days after the end of each fiscal year, an Officer’s Certificate covering the preceding   calendar year, stating whether or not, to the best of his or her knowledge, Company is in default in   the performance and observance of any of the terms, provisions and conditions of this Subordinated   Note (without regard to notice requirements or periods of grace) and if Company will be in default,   specifying all such defaults and the nature and status thereof of which he or she may have   knowledge.   (g) Tier 2 Capital. If all or any portion of the Subordinated Notes ceases to be deemed to   be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated   debt during the 5 years immediately preceding the Maturity Date of the Subordinated Notes,   Company will immediately notify the Noteholders, and thereafter Company shall request, subject to   the terms hereof, that the Noteholders execute and deliver all agreements as reasonably necessary in   order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes   to qualify as Tier 2 Capital.   8. Merger or Sale of Assets. Company shall not merge into another entity or convey,   transfer or lease substantially all of its properties and assets to any person, unless:   (a) the continuing entity into which Company is merged or the person which acquires   by conveyance or transfer or which leases substantially all of the properties and assets of   Company shall be a corporation, association or other legal entity organized and existing under   the laws of the United States of America, any State thereof or the District of Columbia and   expressly assumes the due and punctual payment of the principal of and any premium and   interest on the Subordinated Notes according to their terms, and the due and punctual     





 







   A-1-10   performance of all covenants and conditions hereof on the part of Company to be performed or   observed; and   (b) immediately after giving effect to such transaction, no Event of Default (as   defined below), and no event which, after notice or lapse of time or both, would become an   Event of Default, shall have happened and be continuing.   9. Denominations. The Subordinated Notes are issuable only in registered form   without interest coupons in minimum denominations of $1,000 and integral multiples of $1,000   in excess thereof.    10. Charges and Transfer Taxes. No service charge will be made for any registration   of transfer or exchange of this Subordinated Note, or any redemption or repayment of this   Subordinated Note, or any conversion or exchange of this Subordinated Note for other types of   securities or property, but Company may require payment of a sum sufficient to pay all taxes,   assessments or other governmental charges that may be imposed in connection with the transfer   or exchange of this Subordinated Note from the Noteholder requesting such transfer or exchange.   11. Payment Procedures. Payment of the principal and interest payable on the   Maturity Date will be made by check, or by wire transfer in immediately available funds to a   bank account in the United States designated by the registered holder of this Subordinated Note   if such Noteholder shall have previously provided wire instructions to Company, upon   presentation and surrender of this Subordinated Note at the Payment Office (as defined in   Section 21 below) or at such other place or places as Company shall designate by notice to the   registered Noteholders as the Payment Office, provided that this Subordinated Note is presented   to Company in time for Company to make such payments in such funds in accordance with its   normal procedures. Payments of interest (other than interest payable on the Maturity Date) shall   be made by wire transfer in immediately available funds or check mailed to the registered holder   of this Subordinated Note, as such person’s address appears on the Security Register (as defined   below). Interest payable on any Interest Payment Date shall be payable to the Noteholder in   whose name this Subordinated Note is registered at the close of business on the fifteenth   calendar day prior to the applicable Interest Payment Date, without regard to whether such date   is a Business Day (such date being referred to herein as the “Regular Record Date”), except that   interest not paid on the Interest Payment Date, if any, will be paid to the holder in whose name   this Subordinated Note is registered at the close of business on a special record date fixed by   Company (a “Special Record Date”), notice of which shall be given to the holder of this   Subordinated Note not less than 10 calendar days prior to such Special Record Date. (The   Regular Record Date and Special Record Date are referred to herein collectively as the “Record   Dates”). To the extent permitted by applicable law, interest shall accrue, at the rate at which   interest accrues on the principal of this Subordinated Note, on any amount of principal or interest   on this Subordinated Note not paid when due. All payments on this Subordinated Note shall be   applied first against costs and expenses of the holder of this Subordinated Note; then against   interest due hereunder; and then against principal due hereunder. The holder of this Subordinated   Note acknowledges and agrees that the payment of all or any portion of the outstanding principal   amount of this Subordinated Note and all interest hereon shall be pari passu in right of payment   and in all other respects to the other Subordinated Notes. In the event that the holder of this   Subordinated Note receives payments in excess of its pro rata share of Company’s payments to     





 







   A-1-11   the holders of all of the Subordinated Notes, then the holder of this Subordinated Note shall hold   in trust all such excess payments for the benefit of the holders of the other Subordinated Notes   and shall pay such amounts held in trust to such other holders upon demand by such holders.   12. Form of Payment. Payments of principal and interest on this Subordinated Note   shall be made in such coin or currency of the United States of America as at the time of payment   shall be legal tender for the payment of public and private debts.   13. Registration of Transfer, Security Register. Except as otherwise provided herein,   this Subordinated Note is transferable in whole or in part, and may be exchanged for a like   aggregate principal amount of Subordinated Notes of other authorized denominations, by the   holder of this Subordinated Note in person, or by his attorney duly authorized in writing, at the   Payment Office. Company shall maintain a register providing for the registration of the   Subordinated Notes and any exchange or transfer thereof (the “Security Register”). Upon   surrender or presentation of this Subordinated Note for exchange or registration of transfer,   Company shall execute and deliver in exchange therefor a Subordinated Note or Subordinated   Notes of like aggregate principal amount, each in a minimum denomination of $1,000 or any   amount in excess thereof which is an integral multiple of $1,000 (and, in the absence of an   opinion of counsel satisfactory to Company to the contrary, bearing the restrictive legend(s) set   forth hereinabove) and that is or are registered in such name or names requested by the   Noteholder. Any Subordinated Note presented or surrendered for registration of transfer or for   exchange shall be duly endorsed and accompanied by a written instrument of transfer in such   form as is attached hereto and incorporated herein, duly executed by the holder of this   Subordinated Note or his attorney duly authorized in writing, with such tax identification number   or other information for each person in whose name a Subordinated Note is to be issued, and   accompanied by evidence of compliance with any restrictive legend(s) appearing on such   Subordinated Note or Subordinated Notes as Company may reasonably request to comply with   applicable law. No exchange or registration of transfer of this Subordinated Note shall be made   on or after the fifteenth day immediately preceding the Maturity Date. This Subordinated Note is   subject to the restrictions on transfer of the Purchase Agreement between Company and the   Purchasers identified therein, who were the original holders of the Subordinated Notes, a copy of   which is on file with Company.   14. Priority. The Subordinated Notes rank pari passu among themselves and pari   passu, in the event of any insolvency proceeding, dissolution, assignment for the benefit of   creditors, reorganization, restructuring of debt, marshaling of assets and liabilities or similar   proceeding or any liquidation or winding up of Company, with all other present or future   unsecured subordinated debt obligations of Company, except any unsecured subordinated debt   that, pursuant to its express terms, is senior or subordinate in right of payment to the   Subordinated Notes.   15. Ownership. Prior to due presentment of this Subordinated Note for registration of   transfer, Company may treat the holder in whose name this Subordinated Note is registered in   the Security Register as the absolute owner of this Subordinated Note for receiving payments of   principal and interest on this Subordinated Note and for all other purposes whatsoever, whether   or not this Subordinated Note be overdue, and Company shall not be affected by any notice to   the contrary.     





 







   A-1-12   16. Waiver and Consent. Any consent or waiver given by the holder of this   Subordinated Note shall be conclusive and binding upon such holder and upon all future holders   of this Subordinated Note and of any Subordinated Note issued upon the registration of transfer   hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or   waiver is made upon this Subordinated Note. This Subordinated Note may be also amended or   waived pursuant to, and in accordance with, the provisions of Section VIII.C of the Purchase   Agreement. No delay or omission of the holder of this Subordinated Note to exercise any right or   remedy accruing upon any Event of Default shall impair such right or remedy or constitute a   waiver of any such Event of Default or an acquiescence therein. Any insured depository   institution which shall be a holder of this Subordinated Note or which otherwise shall have any   beneficial ownership interest in this Subordinated Note shall, by its acceptance of such   Subordinated Note (or beneficial interest therein), be deemed to have waived any right of offset   with respect to the indebtedness evidenced thereby.   17. Absolute and Unconditional Obligation of Company. No provisions of this   Subordinated Note shall alter or impair the obligation of Company, which is absolute and   unconditional, to pay the principal and interest on this Subordinated Note at the times, places and   rate, and in the coin or currency, herein prescribed.   (a) No delay or omission of the holder of this Subordinated Note to exercise any right   or remedy accruing upon any Event of Default shall impair such right or remedy or constitute a   waiver of any such Event of Default or an acquiescence therein.   (b) Any insured depository institution which shall be a holder of this Subordinated   Note or which otherwise shall have any beneficial ownership interest in this Subordinated Note   shall, by its acceptance of such Note (or beneficial interest therein), be deemed to have waived   any right of offset with respect to the indebtedness evidenced thereby.   18. No Sinking Fund; Convertibility. This Subordinated Note is not entitled to the   benefit of any sinking fund. This Subordinated Note is not convertible into or exchangeable for   any of the equity securities, other securities or assets of Company or any subsidiary.   19. Successors and Assigns. This Note shall be binding upon Company and inure to   the benefit of the Noteholder and its respective successors and permitted assigns. The Noteholder   may assign all, or any part of, or any interest in, the Noteholder’s rights and benefits hereunder   only to the extent and in the manner permitted in the Purchase Agreement. To the extent of any   such assignment, such assignee shall have the same rights and benefits against Company and   shall agree to be bound by and to comply with the terms and conditions of the Purchase   Agreement as it would have had if it were the Noteholder hereunder.   20. No Recourse Against Others. No recourse under or upon any obligation, covenant   or agreement contained in this Subordinated Note, or for any claim based thereon or otherwise in   respect thereof, will be had against any past, present or future shareholder, employee, officer, or   director, as such, of Company or of any predecessor or successor, either directly or through   Company or any predecessor or successor, under any rate of law, statute or constitutional   provision or by the enforcement of any assessment or by any legal or equitable proceeding or   otherwise, all such liability being expressly waived and released by the acceptance of this     





 







   A-1-13   Subordinated Note by the holder hereof and as part of the consideration for the issuance of this   Subordinated Note.   21. Notices. All notices to Company under this Subordinated Note shall be in writing   and addressed to Company at 2 Elm Street, Camden, Maine, Attn: Gregory A. Dufour, President   and Chief Executive Officer, or to such other address as Company may notify to the holder of   this Subordinated Note (the “Payment Office”). All notices to the Noteholders shall be in writing   and sent by first-class mail to each Noteholder at his or its address as set forth in the Security   Register.   22. Further Issues. Company may, without the consent of the holders of the   Subordinated Notes, create and issue additional notes having the same terms and conditions of   the Subordinated Notes (except for the Issue Date) so that such further notes shall be   consolidated and form a single series with the Subordinated Notes.    23. Governing Law. THIS SUBORDINATED NOTE WILL BE DEEMED TO BE A   CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND WILL BE   GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE   STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS LAWS OR PRINCIPLES OF   CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS   OF ANOTHER JURISDICTION. THIS SUBORDINATED NOTE IS INTENDED TO MEET   THE CRITERIA FOR QUALIFICATION OF THE OUTSTANDING PRINCIPAL AS TIER 2   CAPITAL UNDER THE REGULATORY GUIDELINES OF THE FEDERAL RESERVE,   AND THE TERMS HEREOF SHALL BE INTERPRETED IN A MANNER TO SATISFY   SUCH INTENT.   [Signature Page Follows]        





 







   A-1-14      IN WITNESS WHEREOF, the undersigned has caused this Subordinated Note to be   duly executed.   Dated: October 8, 2015    CAMDEN NATIONAL CORPORATION       By:     Name: Gregory A. Dufour     Title: President and Chief Executive   Officer        





 







         ASSIGNMENT FORM   To assign this Subordinated Note, fill in the form below: (I) or (we) assign and transfer this   Subordinated Note to:        (Print or type assignee’s name, address and zip code)           (Insert assignee’s social security or tax I.D. No.)      and irrevocably appoint _______________________ agent to transfer this Subordinated Note on   the books of Company. The agent may substitute another to act for him.      Date:  Your signature:    (Sign exactly as your name appears on the face of   this Subordinated Note)      Tax Identification No:       Signature Guarantee:    (Signatures must be guaranteed by an eligible guarantor institution (banks, stockbroker’s, savings   and loan associations and credit unions with membership in an approved signature guarantee   medallion program), pursuant to Exchange Act Rule 17Ad-15).      The undersigned certifies that it [is / is not] an Affiliate of Company and that, to its   knowledge, the proposed transferee [is / is not] an Affiliate of Company.   In connection with any transfer or exchange of this Subordinated Note occurring prior to the   date that is one year after the later of the date of original issuance of this Subordinated Note and   the last date, if any, on which this Subordinated Note was owned by Company or any Affiliate of   Company, the undersigned confirms that this Subordinated Note is being:   CHECK ONE BOX BELOW:    (1) acquired for the undersigned’s own account, without transfer;    (2) transferred to Company;    (3) transferred in accordance and in compliance with Rule 144A under the Securities   Act of 1933, as amended (the “Securities Act”);    (4) transferred under an effective registration statement under the Securities Act;    (5) transferred in accordance with and in compliance with Regulation S under the   Securities Act;     





 







    16       (6) transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1),   (2), (3) or (7) under the Securities Act) or an “accredited investor” (as defined in   Rule 501(a)(4) under the Securities Act), that has furnished a signed letter   containing certain representation’s and agreements; or    (7) transferred in accordance with another available exemption from the registration   requirements of the Securities Act of 1933, as amended.   Unless one of the boxes is checked, Company will refuse to register this Subordinated Note in   the name of any person other than the registered holder thereof; provided, however, that if box (5),   (6) or (7) is checked, Company may require, prior to registering any such transfer of this   Subordinated Note, in its sole discretion, such legal opinions, certifications and other information   as Company may reasonably request to confirm that such transfer is being made pursuant to an   exemption from, or in a transaction not subject to, the registration requirements of the Securities   Act such as the exemption provided by Rule 144 under such Act.   Signature:       Signature Guarantee:    (Signatures must be guaranteed by an eligible guarantor institution (banks, stockbroker’s,   savings and loan associations and credit unions with membership in an approved signature   guarantee medallion program), pursuant to Exchange Act Rule 17Ad-l5).   TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED.   The undersigned represents and warrants that it is purchasing this Subordinated Note for its   own account or an account with respect to which it exercises sole investment discretion and that   it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A   under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in   reliance on Rule 144A and acknowledges that it has received such information regarding Company   as the undersigned has requested pursuant to Rule 144A or has determined not to request such   information and that it is aware that the transferor is relying upon the undersigned’s foregoing   representations in order to claim the exemption from registration provided by Rule 144A.   Date:  Signature: