BHB 10-K 2008 Exhibit 4.6



Exhibit 4.6


Form of Subordinated Debt Security


of


Bar Harbor Bank & Trust


            Bar Harbor Bank
& Trust, a Maine banking association (the "Bank"), for value received
promises to pay to Alesco Preferred Funding XVII (the "Holder"), or registered
assigns, the principal sum of Five Million Dollars ($5,000,000) on June 15, 2023 and to
pay interest on said principlal sum from April 11, 2008, or from the most recent interest
payment date (each such date, and "Interest Payment Date") to which interest has
been paid or duly provided for, quarterly in arrears on March 15, June 15, September 15
and December 15 of each year commencing June 15, 2008, at a variable per annum rate equal
to LIBOR (as defined in the Indenture) plus 3.45% (the "Variable Rate")
(provided, however, that the Interest Rate for any Interest Payment Period may not exceed
the highest rate permitted by New York law, as the same may be modified by United States
law of general applicability) until the principal hereof shall have become due and
payable, and on any overdue principal and (without duplication and to the extent that
payment of such interest is enforceable under applicable law) on any overdue installment
of interest at an annual rate equal to the Interest Rate compounded quarterly. The amount
of interest payable on any Interest Payment Date shall be computed on the basis of a
360-day year and the actual number of days elapsed in the relevant interest period.
Notwithstanding anything to the contrary contained herein, if any Interest Payment Date,
other than on the Maturity Date, any Redemption Date or the Special Redemption Date, falls
on a day that is not a Business Day, then any interest payable will be paid on, and such
INterest Payment Date will be moved to, the next succeeding Business Day, and additional
interest will accrue for each day that such payment is delayed as a result thereof. If the
Maturity Date, Redemption Date or Special Redemption Date falls on a day that is not a
Business Day, then the principal, premium, if any, and/or interest payable on such date
will be paid on the next succeeding Business Day, and no additional interest will accrue
(except that, if such Business Day falls in the next calendar year, such payment will be
made on the immediately preceding Business Day). The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in
the Indenture, be paid to the Person in whose name this Debt Security (or one of more
Predecessor Securities, as defined in said Indenture) is registered at the close of
business on the regular record date for such interest installment, except that interest
payable on the Maturity Date shall be paid to the Person to whom principal is paid. Any
such interest installment not punctually paid or duly provided for shall forthwith cease
to be payable to the registered Securityholders on such regular record date and may be
paid to the Person in whose name this Debt Security (or one of more Predecessor Debt
Securities) is registered at the close of business on a special record date to be fixed by
the Trustee for the payment of such defaulted interest, notice whereof shall be given to
the registered Securityholders not less than 10 days prior to such special record date,
all as more fully provided in the Indenture. The principal of and interest on this Debt
Security shall be payable at the office or agency of the Trustee (or other Paying Agent
appointed by the Bank) maintained for that purpose in any coin or currency of the United
States of America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at
the opton of the Bank by check mailed to the registered Securityholder at such address as
shall appear in the Debt Security Register or by wire transfer of immediately available
funds to an account appropriately designated by the holder hereof. The payment of the
principal of an premium, if any, and interest on this Debt Security will be made in
immediately available funds when due at such place and to such account as may be
designated by the Trustee. All payments in respect of this Debt Security shall be payable
in any coin or currency of the United States of America that at the time of payment is
legal tender for payment of public and private debts.


            The indebtedness
evidenced by this Debt Security is, to the extent provided in the Indenture, subordinate
and junior in right of payment to the prior payment in full of all Senior Indebtedness,
and this Debt Security is issued subject to the provisions of the Indenture with respect
thereto. Each holder of this Debt Security, by accepting the same, (a) agrees to and shall
be bound by such provisions, (b) authorizes and directs the Trustee on such
Securityholder's behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided and (c) appoints the Trustee such
Securityholder's attorney-in-fact for any and all such purposes. Each holder hereof, by
such holder's acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of Senior
Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each
such Securityholder upon said provisions.


            The Bank waives
diligence, presentment, demand for payment, notice of nonpayment, notice of protest, and
all other demands and notices.


            This Debt Security
shall not be entitled to any benefit under the Indenture hereinafter referred to and shall
not be valid or become obligatory for any purpose until the certificate of authentication
hereon shall have been signed by or on behalf of the Trustee.


            The provisions of
this Debt Security are continued on the reverse side hereof and such continued provisions
shall for all purposes have the same effect as though fully set forth at this place.


 


            IN WITNESS WHEREOF,
the Bank has duly executed this certificate


		Bar Harbor Bank &
    Trust
			
			
		By:	
		Name:	
		Title:	



            Dated:
_______________, 2008


CERTIFICATE OF AUTHENTICATION


 


		U.S. Bank National Association,
    not in its

    individual capacity but solely as Trustee
			
			
		By:	
			Authorized
    Signatory



   


            Dated:
_______________, 2008





[FORM OF REVERSE OF SECURITY]


            This debt Security
is one of a duly authorized series of Debt Securities of the Bank, all issued or to be
issued pursuant to an Indenture (the "Indenture"), dated as of April 11, 2008,
duly executed and delivered between the Bank and U.S. Bank National Association, as
Trustee (the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Bank and the holders of
the Debt Securities (referred to herein as the "Debt Securities") of which this
Debt Security is a part. The summary of the terms of this Debt Security contained herein
does not purport to be complete and is qualified by reference to the Indenture.


            Upon the occurrence
and continuation of a Tax Event (a "Special Event"), this Debt Security may
become due and payable, in whole or in part, at any time, within 90 days following the
occurrence of such Tax Event (the "Special Redemption Date"), as the case may
be, at the Special Redemption Price.


            The Bank shall also
have the right to redeem this Debt Security at the option of the Bank, in whole or in
part, on any March 15, June 15, September 15 or December 15 on or after June 15, 2013 (a
"Redemption Date"), at the Redemption Price.


            Any redemption
pursuant to either of the two preceding paragraphs will be made, subject to a receipt by
the Bank or prior approval from any regulatory authority with jurisdiction over the Bank
if such approval is then required under applicable capital guidelines or policies of such
regulatory authority, upon not less than 30 days' nor more than 60 days' notice. If the
Debt Securities are only partially redeemed by the Bank, the Debt Securities will be
redeemed pro rata or by lot or by any other method utilized by the Trustee.


            "Redemption
Price" means 100% of the principal amount of the Debt Securities being redeemed plus
accrued and unpaid interest on such Debt Securities to the Redemption Date.


            "Special
Redemption Price" means, with respect to the redemption of any Debt Security
following a Special Event, an amount in cash equal to 103.525% of the principal amount of
Debt Securities to be redeemed prior to June 15, 2009 and thereafter equal to the
percentage of the principal amount of the Debt Securities that is specified below for the
Special Redemption Date plus, in each case, unpaid interest accrued thereon to the Special
Redemption Date:



	Special
    Redemption During the

    12-Month Period Beginning June 15	Percentage
    of Principal Amount
		
	2009	102.820%
	2010	102.115%
	2011	101.410%
	2012	100.705%
	2013 and
    thereafter	100.000%





            In the event of
redemption of this Debt Security in part only, a new Debt Security or Debt Securities for
the unredeemed portion hereof will be issued in the name of the Securityholder hereof upon
the cancellation hereof.


            In certain cases
where an Event of Default, as defined in the Indenture, shall have occurred and be
continuing, the principal of all of the Debt Securities may be declared, and, in certain
cases, shall ipso facto become, due and payable, and upon such declaration of acceleration
shall become due and payable, in each case, in the manner, with the effort and subject to
the conditions provided in the Indenture.


            The Indenture
contains provisions permitting the Bank and the Trustee, with the consent of the holders
of not less than a majority in aggregate principal amount of the Debt Securities at the
time outstanding affected thereby, as specified in the Indenture, to execute supplemental
indentures for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Securityholders; provided, however,
that no such supplemental indenture shall, among other things, without the consent of the
holders of each Debt Security then outstanding and affected thereby (i) change the
Maturity Date of any Debt Security, or reduce the principal amount thereof of any premium
thereon, or reduce the rate (or manner of calculation of the rate) or extend the time of
payment of interest thereon, or reduce (other than as a result of the maturity or earlier
redemption of any such Debt Security in accordance with the terms of the Indenture and
such Debt Security) or increase the aggregate principal amount of Debt Securities then
outstanding, or charge any of the redemption provisions, or make the principal thereof or
any interest or premium thereon payable in any coin or currency other than United States
Dollars, or impair or affect the right of any Securityholder to institute suit for the
payment thereof, or (ii) reduce the aforesaid percentage of Debt Securities, the holders
of which are required to consent to any such supplemental indenture. The Indenture also
contains provisions permitting the holders of a majority in aggregate principal amount of
the Debt Securities at the time outstanding, on behalf of all of the Securityholders, to
waive any past defaultin the performance of any of the covenants contained in the
Indenture, or established pursuant to the Indenture, and its consequences, except (a) a
default in payments due in respect of any of the Debt Securities, or (b) in respect of
covenants or provisions of the Indenture which cannot be modified or amended without
consent of holder of each Debt Security affected. Any such consent or waiver by the
registered holder of this Debt Security (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such Securityholder and upon all future holders and
owners of this Debt Security and of any Debt Security issued in exchange herefor or in
place hereof (whether by registration of transfer or otherwise), irrespective of whether
or not any notation of such consent or waiver is made upon this Debt Security.


            No reference herein
to the Indenture and no provision of this Debt Security or of the Indenture shall alter or
impair the obligation of the Bank, which is absolute and unconditional, to pay all
payments due on this Debt Security at the time and place and at the rate and in the money
herein prescribed.


            As provided in the
Indenture and subject to certain limitations herein and therein set forth, this Debt
Security is transferable by the registered holder hereof on the Debt Security Register of
the Bank, upon surrender of this Debt Security for registration of transfer at the office
or agency of the Trustee in Boston, Massachusetts accompanied by a written instrument or
instruments of transfer in form satisfactory to the Bank or the Trustee duly executed by
the registered holder hereof or such Securityholder's attorney duly authorized in writing,
and thereupon one or more new Debt Securities of authorized denominations and for the same
aggregate principal amount will be issued to the designated transferee or transferees. No
service charge will be made for any such registration of transfer, but the Bank may
require payment of a sum sufficient to cover any tax or other governmental charge payable
in relation thereto.


            Prior to due
presentment for registration of transfer of this Debt Security, the Bank, the Trustee, any
Authenticating Agent, any Paying Agent, any transfer agent and the Debt Security Registrar
may deem and treat the registered holder hereof as the absolute owner hereof (whether or
not this Debt Security shall be overdue and notwithstanding any notice of ownership or
writing hereon) for the purpsoe of receiving payment of the principal of and premium, if
any, and interest on this Debt Security and for all other purposes, and neither the Bank
nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any transfer agent
nor any Debt Security Registrar shall be affected by any notice to the contrary.


            no recourse shall be
had for the payment of the principal of or the interest on this Debt Security, or for any
claim based hereon, or othewise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or director, past, present or
future, as such, of the Bank or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issuance hereof, expressly waived and released.


            The Debt Securities
are issuable only in registerd certificated form without coupons. As provided in the
Indenture and subject to certain limitations herein and therein set forth, Debt Securities
are exchangeable for a like aggregate principal amount of Debt Securities of a different
authorized denomination, as requested by the Securityholder surrendering the same.


            All terms used in
this Debt Security that are defined in the Indenture shall have the meanings assigned to
them in the Indenture.


            THE LAW OF THE STATE
OF NEW YORK SHALL GOVERN THE INDENTURE AND THE DEBT SECURITIES, WITHOUT REGARD TO CONFLICT
OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).