DEFINED CONTRIBUTION RETIREMENT PLAN


 


This Camden National Corporation Amended and Restated Defined
Contribution Retirement Plan (the “Plan”), effective as of February 26, 2013 is an amendment and restatement of the
Camden National Corporation Defined Contribution Retirement Plan, originally effective January 1, 2008. The Plan is maintained
for the benefit of a select group of management employees of the Company and its participating Subsidiaries, in order to provide
such employees with certain deferred compensation benefits. The Plan is an unfunded deferred compensation plan that is intended
to qualify for the exemptions provided in sections 201, 301, and 401 of ERISA and is intended to comply with Section 409A of the
Internal Revenue Code of 1986, as amended. This Plan is a component plan of the Camden National Corporation 2012 Equity and Incentive
Plan (the “2012 Incentive Plan”). Except as specifically provided herein, this Plan shall be subject to and governed
by all the terms and conditions of the 2012 Incentive Plan, including the powers of the Committee set forth in Section 2(b) of
the 2012 Incentive Plan. Capitalized terms in this Plan shall have the meaning specified in the 2012 Incentive Plan, unless a different
meaning is specified herein.


 


SECTION 1: DEFINITIONS


 


These words and phrases shall have these meanings unless a different
meaning is plainly required by the context:


 


		1.1	“Beneficiary” shall mean the person or persons entitled to receive the balance credited to a Participant’s
Account under the Plan upon the death of the Participant, as provided in Section 5.2.



 


		1.2	“Bonus” shall mean the performance-based compensation paid to participants under the Executive Incentive Plan.



 


		1.3	“Change of Control” shall mean:



		(a)	Any person or more than one person acting as a group becomes the beneficial owner (directly or indirectly) of more than 50%
of the voting equity interests in the Company;



		(b)	Any person or more than one person acting as a group acquires within any 12-month period 30% or more of the total voting equity
interests in the Company;



		(c)	Any person or more than one person acting as a group acquires during any 12-month period assets from the Company that have
a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company
immediately before such acquisition; or



		(d)	The majority of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed
by a majority of the Board before the date of such appointment or election.







 




    	Page 1



    	 



    

 


		1.4	“Compensation” shall mean gross salary and Bonus payable before pre-tax deferrals with
respect to other benefit plans and deferred compensation arrangements, excluding imputed income and any items of extraordinary
compensation determined by the Administrator to be excluded for purposes of this Plan.



 


		1.5	"Disability" shall have the same meaning as provided in the 2012 Incentive Plan for
Awards that are determined to be subject to Code Section 409A.
		 	 



		1.6	“Employer” shall mean the Company and each participating Subsidiary. At such times and under such conditions as
the Board may direct, one or more other Subsidiary may become participating Subsidiaries or a participating Subsidiary may be withdrawn
from the Plan.



 


		1.7	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended. Reference to a specific section
of ERISA shall include such section, any valid regulation promulgated thereunder, and any comparable provision of any future legislation
amending, supplementing or superseding such section.







		1.8	“Participant” shall mean an Employee who has become a Participant in the Plan pursuant to Section 2.1 and has not
ceased to be a Participant pursuant to Section 2.2.







		1.9	“Participant’s Account” or “Account” shall mean, as to any Participant, the separate account
maintained on the books of the Company in order to reflect his or her interest under the Plan.



 


		1.10	“Plan” shall mean the Defined Contribution Retirement Plan, as set forth in this instrument and as hereafter amended
from time to time.



 


		1.11	“Plan Year” shall mean the calendar year.



 


		1.12	“Termination of Employment” shall mean a reduction in the services provided by the Participant to the Employer
to a level that is 20% or less than the level of services so provided for the 36 months immediately preceding such reduction.



 


SECTION 2: PARTICIPATION






		2.1	Participation. Participation in the Plan by an Employee must be approved by the Committee and will begin as of January 1 of
the Plan Year following approval by the Committee.







		2.2	Termination of Participation. An Employee who has become a Participant shall remain a Participant until his or her entire Vested
Amount (as defined below) is distributed or forfeited, as applicable.



 


SECTION 3: PARTICIPANT’S
ACCOUNT






		3.1	At the direction of the Committee, there shall be established and maintained an Account on the books of the Company for each
Participant.



 




    	Page 2



    	 



    

 


		3.2	Annually, on March 15 (or the closest business day to March 15), beginning during the first year of participation in the Plan,
the Committee will credit each Participant’s Account with an amount equal to ten (10) percent of the Participant’s
Compensation in the prior calendar year. This date will be referenced as the Grant Date.



 


		3.3	Annual credits to a Participant’s Account, based on the amount in Section 3.2, shall be denominated in Deferred Stock
Awards (rounded down to the nearest whole share) based on the fair market value of the Company Stock on the Grant Date.



 


		3.4	Each Participant shall be furnished with periodic statements of his or her Account, at least annually, reflecting the status
of his or her interest in the Plan.



 


SECTION 4: VESTING AND FORFEITURE


 


		4.1	Vesting in a Participant’s Account is based on years of participation in the Plan.
Vesting occurs ratably (rounded to the nearest percent) over the period from the first day of participation until the Participant
reaches age 65, at which time the Participant is one hundred (100) percent vested. Each Participant will be furnished with a copy
of his or her unique vesting schedule upon approval for participation by the Committee, which will show the Vested Percentage for
each anniversary. 



 


		4.2	Anything to the contrary in this Plan notwithstanding, the balance in the Account will be immediately forfeited, and all rights
of the Participant and his or her beneficiaries hereunder shall become null and void, if the Participant’s employment with
the Company is terminated for Cause.



 


SECTION 5: DISTRIBUTIONS






		5.1	No distributions shall be made from the Account of a Participant until the Participant Terminates Employment with the Company,
except as provided in Section 10 below. The portion of the Account to be distributed will be equal to the Deferred Stock Awards
in the Account times the Vested Percentage from Section 4.1, the result being the Vested Amount. The Vested Amount will be reduced
by the amount required to be withheld for income taxes, and the net Vested Amount will be distributed in shares of Company Stock.
Amounts contributed to Participants’ accounts prior to 2014 shall be distributed in one lump sum distribution within ninety
(90) days of the Termination of Employment, except as provided in Section 5.5 below. For amounts contributed to Participants’
accounts in 2014 and thereafter, a Participant may elect to have the amounts distributed in installments over 5, 10 or 15 years. 
Such election shall be irrevocably made no later than December 31, 2013, except that, with respect to the first year in which an
individual becomes a Participant in this Plan, that Participant shall make his or her election, with respect to future compensation
only, within 30 days of becoming a Participant. All shares of Company Stock that are distributed to “insiders” (as
that term is defined in the Securities and Exchange Act of 1933) shall be subject to the rules and regulations about the purchase
and sale of Company Stock.



 




    	Page 3



    	 



    

 


		5.2	If the Participant terminates employment due to death or Disability, the Account will be one hundred (100) percent vested regardless
of the actual years of participation in the Plan. The Participant may designate in writing a Beneficiary to receive any distribution
which may become payable as the result of the Participant’s death. If no Beneficiary designation is in effect upon the Participant’s
death, the Beneficiary shall be the Participant’s estate.



 


		5.3	Effect
                                                                                                                        of a Change
                                                                                                                        of Control.
                                                                                                                        If
                                                                                                                        there
                                                                                                                        is a Change
                                                                                                                        of Control,
                                                                                                                        then,
                                                                                                                        notwithstanding
                                                                                                                        any other
                                                                                                                        provision
                                                                                                                        of this
                                                                                                                        Plan,
                                                                                                                        each Participant’s
                                                                                                                        Account
                                                                                                                        will be
                                                                                                                        one hundred
                                                                                                                        (100)
                                                                                                                        percent
                                                                                                                        vested.






		·	Vesting shall be accelerated to one hundred (100) percent effective
upon the Change of Control. 



		·	The Change of Control itself shall not constitute a distributable
event, except with respect to a special Plan termination under Section 10.4.



 


		5.4	If a Participant under the Plan qualifies as a “Specified Employee” as defined in Code Section 409A, and the stock
of the Company or any affiliate is publicly traded, no distribution may be made hereunder until six (6) months after the Participant’s
separation from service as defined under Code Section 409A (or, if earlier, the date of death of the Participant).



 


		5.5	Notwithstanding any other provision in this Plan to the contrary, no distributions may be made under this Plan prior to the
occurrence of a distribution event as defined in Code Section 409A(a)(2), except and to the extent that the Plan may currently
allow or hereafter be amended to allow an acceleration of payment under one of the applicable exceptions contained in Treasury
Regulation Section 1.409A-3(j)(4).



 


SECTION 6: BENEFIT CLAIM AND APPEAL PROCEDURES


 


		6.1	Claim for Benefits. The following Claim and Appeal Procedures are intended to satisfy the minimum
standards of Section 503 of ERISA pursuant to which individuals or estates may claim Plan benefits and appeal denials of such claims.
Any claim for benefits or other rights under the Plan shall be made in writing to the Administrator. If such claim is wholly or
partially denied by the Administrator, the Administrator shall, within a reasonable period of time, but not later than sixty (60)
days after receipt of the claim, notify the claimant of the denial of the claim. Such notice of denial shall be in writing and
shall contain:



 


		a.	The specific reason or reasons for the denial of the claim;



		b.	A reference to the relevant Plan provisions upon which the denial is based;



		c.	A description of any additional material or information necessary for the claimant to perfect the claim, together with an explanation
of why such material or information is necessary; and



		d.	An explanation of the Plan’s claim review procedure.



 




    	Page 4



    	 



    

 


		6.2	Requests for Review of a Denial of a Claim.  Upon the
receipt by the claimant of written notice of the denial of a claim, the claimant may within ninety (90) days file a written request
to the Administrator requesting a review of the denial of the claim. Such review shall include a hearing if deemed necessary by
the Administrator. In connection with the claimant’s appeal of the denial of his or her claim, the claimant may review relevant
documents and may submit issues and comments in writing. To provide for fair review and a full record, the claimant must submit
in writing all facts, reasons and arguments in support of his or her position within the time allowed for filing a written request
for review. All issues and matters not raised for review will be deemed waived by the claimant.



 


		6.3	Decision upon Review of a Denial of a Claim.  The Administrator
shall render a decision on the claim review promptly, but no more than sixty (60) days after the receipt of the claimant’s
request for review, unless special circumstances (such as the need to hold a hearing) require an extension of time, in which case
the sixty (60) day period shall be extended to one hundred-twenty (120) days. Such decision shall:



 


		a.	Include specific reasons for the decision;



		b.	Be written in a manner calculated to be understood by the claimant; and



		c.	Contain specific references to the relevant Plan provisions upon which the decision is based.



 


The decision
of the Administrator shall be final and binding in all respects on the Company, the claimant and any other person claiming an interest
in the Plan through or on behalf of the claimant.


 


		6.4	Mediation and Litigation of Disputes.



 


		a.	Mediation. If a claimant is not satisfied with the denial of his or her claim under the review
procedures of Section 6.3, the claimant and the Company may try to settle the claim in good faith through mediation administered
by the American Arbitration Association under its Commercial Mediation Procedures. The parties shall share equally the mediator’s
costs and fees, and bear separately their own respective costs of mediation. All mediation shall be conducted at a mutually agreeable
convenient location within the State of Maine. Mediation records shall not be admissible in any subsequent litigation and the positions
of the parties taken in mediation shall not be binding or taken as any concession, representation or waiver, outside of the mediation
process.



 


		b.	Litigation. No litigation may be commenced by or on behalf of a claimant with respect to this Plan
until after the claim review and mediation process described in this Section 6 has been exhausted. Judicial review of Administrator
action shall be limited to whether the Administrator acted in an arbitrary and capricious manner.



 


SECTION 7: FUNDING






		7.1	Unfunded Plan. All amounts credited to a Participant’s Account under the Plan shall continue for all purposes to be a
part of the general assets of the Company. The interest of the Participant in his or her Account, including his or her right to
distribution thereof, shall be an unsecured claim against the general assets of the Company. Although the Company may choose to
invest a portion of its general assets for purposes of enabling it to make distributions under the Plan, nothing contained in the
Plan shall give any Participant or beneficiary any interest in or claim against any specific assets of the Company.



 




    	Page 5



    	 



    

  


SECTION 8: MODIFICATION
OR TERMINATION OF PLAN






		8.1	Right to Amend or Terminate. The Plan may be amended in whole or in part by a written
instrument adopted by the Board (or the Board’s designee) at any time. Notice of any material amendment shall be given in
writing to each Participant. No amendment shall retroactively decrease either the balance of a Participant’s Account or a
Participant’s interest in his or her Account as existing immediately prior to the later of the effective date or adoption
date of such amendment. No amendment shall change the time or form of any payment due hereunder unless such change conforms to
the requirements of Code Section 409A.



 


		8.2	Company’s Right to Terminate. The Company
reserves the sole right to terminate the Plan, in whole or in part, by action of its Board at any time. In the event of any such
termination, each affected Participant shall maintain his or her vesting percentage in his or her Plan Accounts determined as of
the Plan termination date, and shall be entitled to receive a distribution upon the occurrence of the first Code Section 409A distributable
event thereafter. Consequently, the Account of each affected Participant shall be distributed in the manner provided in Section 5
to the extent such Plan termination may be treated as a distributable event under Code Section 409A. Notwithstanding the foregoing,
any distributions upon a Plan termination hereunder shall be made in such time and manner, and subject to such other conditions
(if any are applicable), as will comply with the termination rules under Treasury Regulation 1.409A-3(j)(4)(ix).



 


		8.3	Special Termination. Notwithstanding any other provisions
of the Plan to the contrary, the Plan shall terminate if:






 


		a.	It is determined to the satisfaction of the Committee that the Plan no longer qualifies as a “top hat” plan (that
is, an unfunded deferred compensation plan designed solely to benefit a select group of management or highly compensated employees)
so as to minimize ERISA regulation; or



 


		b.	A Change of Control occurs and any resulting successor to the Company does not assume the Plan.



 


In such event, the Plan shall
terminate as of the date of such Committee determination or Change of Control.


 


If the Plan
termination is due to a Change of Control that qualifies as a distributable event under Code Section 409A, then all Participants’
Accounts shall be distributed upon such Change of Control in accordance with Section 5 above as if the Participant had incurred
a Termination of Employment on the date of such Change of Control.


 


For any other
special Plan termination under this Section 8.3, no further credits shall be made under the Plan after the date of such Plan
termination, and distribution of each Participant’s Account shall be made as of the earliest possible distributable event
applicable thereafter under Section 5, except with respect to any Participant whose Account is assumed by or transferred to another
top hat plan established or maintained by the Company or any successor or affiliate of the Company.


 




    	Page 6



    	 



    

 


Notwithstanding
the foregoing, any distributions upon a Plan termination hereunder shall be made only at such time and in such manner, and subject
to such other conditions (if any are applicable), as will comply with Code Section 409A and regulations thereunder.


 


SECTION 9: CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICIATION



 


		9.1	As a condition of this Agreement, the Executive hereby covenants and agrees that he or she will abide by the terms of the separately
executed Confidentiality, Non-Competition and Non-Solicitation Agreement (“Non-Competition Agreement”). If the Executive
breaches the Non-Competition Agreement in any way, any and all benefits and awards due to the Executive under the terms of this
Agreement shall be void and forfeited. Any benefits previously distributed to the Executive under this Agreement (“Prior
Payments”) shall be subject to automatic recoupment, and the Executive shall immediately return Prior Payments to the Company.



 


SECTION 10: GENERAL PROVISIONS






		10.1	Inalienability. In no event may either a Participant, a former Participant or his or her beneficiary, spouse or estate sell,
transfer, anticipate, assign, hypothecate, or otherwise dispose of any right or interest under the Plan; and such rights and interests
shall not at any time be subject to the claims of creditors nor be liable to attachment, execution or other legal process. Accordingly,
for example, a Participant’s interest in the Plan is not transferable pursuant to a domestic relations order.







		10.2	Rights and Duties. Neither the Employer nor the Committee shall be subject to any liability or duty under the Plan except as
expressly provided in the Plan, or for any action taken, omitted or suffered in good faith.



 


		10.3	No Enlargement of Employment Rights. Neither the establishment or maintenance of the Plan, nor any action of the Employer or
the Committee, shall be held or construed to confer upon any individual any right to be continued as an Employee nor, upon dismissal,
any right or interest in any specific assets of the Employer other than as provided in the Plan. The Employer expressly reserves
the right to discharge any Employee at any time.



 


		10.4	Apportionment of Costs and Duties. All acts required of the Employer under the Plan may be performed by the Company for itself
and its Subsidiaries, and the costs of the Plan may be equitably apportioned by the Committee among the Company and the other participating
Subsidiaries. Whenever the Employer is permitted or required under the terms of the Plan to do or perform any act, matter or thing,
it shall be done and performed by any officer or employee of the Employer who is thereunto duly authorized by the Board.



 


		10.5	Applicable Law. The provisions of the Plan with the laws of the State of Maine, to the extent not preempted by federal law.







		10.6	Severability. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect
any other provisions of the Plan, and in lieu of each provision which is held invalid or unenforceable, there shall be added as
part of the Plan a provision that shall be as similar in terms to such invalid or unenforceable provision as may be possible and
be valid, legal, and enforceable.



 




    	Page 7



    	 



    

 


		10.7	Captions. The captions contained in, and the table of contents prefixed to, the Plan are inserted only as a matter of convenience
and for reference and in no way define, limit, enlarge or describe the scope or intent of the Plan, nor in any way shall affect
the construction of any provision of the Plan.



 


		10.8	Compliance with Code Section 409A. This Plan constitutes a so-called non-qualified deferred compensation plan as defined in
Code Section 409A and is intended to comply with the requirements of Code Section 409A. Any interpretations or administrative action
required under this Plan shall be made in a manner so as to continue the qualification of the Plan under Code Section 409A and
the Treasury Regulations thereunder.



 


EXECUTION


 


IN WITNESS WHEREOF,
this Plan, having been first duly adopted by the Board, is hereby executed below by a duly authorized officer of the Company on
this 26th day of February, to take effect as of February 26, 2013.


 


	CAMDEN NATIONAL CORPORATION 	 	 	 
	 	 	 	 
	Dated:	 	By:	 
	 	 	 	President & CEO
	 	 	 	 
	SEEN AND AGREED TO:	 	 	 
	 	 	 	 
	 	 	 
	Executive	 	Date


 




    	Page 8