AMENDMENT TO DIRECTOR DEFERRED COMPENSATION PLAN

Exhibit #10.10

AMENDMENT AND RESTATEMENT

CAMDEN NATIONAL CORPORATION

DIRECTOR DEFERRED COMPENSATION PLAN

THIS Amendment and Restatement, executed the 28th day of November, 2006, by Camden National Corporation, a Maine Corporation, having its principal place of business in Camden, Maine (hereinafter the “Company”).

WITNESSETH:

WHEREAS, the Company has maintained a deferred compensation plan for the benefit of its Directors and for certain Directors of wholly-owned subsidiaries for many years; and

WHEREAS, the Company desires to merge the frozen deferred compensation plan for Directors of Kingfield Savings Bank (“KSB”), which currently has three (3) Participants, with its own Plan, effective as of September 30, 2006;

WHEREAS, the Company desires to bring the merged plans into compliance with Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”), effective as of January 1, 2005.

NOW, THEREFORE, the Company hereby merges the Kingfield Savings Bank Directors Deferred Compensation Agreement (hereinafter the “KSB Plan”) with its own plan effective September 30, 2006 and adopts this Amended and Restated CAMDEN NATIONAL CORPORATION DIRECTOR DEFERRED COMPENSATION PLAN (hereinafter the “Plan”), effective as of January 1, 2005 (except as otherwise stated below):

Effective September 30, 2006, the benefit payment obligations of the prior Company Plan and the Kingfield Savings Bank Directors Deferred Compensation Agreement, which is currently frozen with three (3) continuing Participants, shall be merged. All prior Deferral Elections and account balances shall remain in effect until amended as provided in Sections 4 and 8 below. All prior Participants shall be advised to sign new payment elections prior to December 31, 2006 as provided in Section 8 below; provided, however, that if a Participant fails to sign a new payment election by December 31, 2006, the Default Distribution Schedule specified in Section 8 shall apply to all prior Plan benefits as of January 1, 2007. Notwithstanding any other provision of this merged Plan document, the provisions of Paragraphs V, VII, VIII, IX and X of the KSB Plan (relating to interest credits, distributions and death benefits) shall continue to apply to the three (3) former Participants in the KSB Plan with regard to their Bank director fees, (but not their corporate director fees), but only to the extent that the continuation of such provisions shall be consistent with Code Section 409A and the final regulations thereunder. It is the intent of the Company to maintain the terms of the KSB Plan (for the three former Participants therein) as originally documented with only such exceptions as are required for the Plan to become and remain compliant with Code Section 409A.

The merged Plan has and shall continue to be operated in good faith compliance with Code Section 409A effective as of January 1, 2005, in accordance with guidance promulgated by IRS Notice 2005-1 and the Proposed Regulations issued under Code Section 409A on September 29, 2005. Upon the issuance and effective date of final Treasury Regulations under Code 409A, the Plan shall be operated and administered in accordance with such final regulations.

Any Eligible Director of the Company, or an Affiliate, who was a Participant in one of the predecessor plans as of December 31, 2004 shall be eligible to continue participation on and after January 1, 2005. After

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January 1, 2005, Directors shall be eligible to join the Plan and become Participants in this Plan (a) effective as of January 1 of the calendar year after completion of a Deferral Election, or (b) within thirty (30) days after being elected a Director of the Company or an Affiliate if a Deferral Election is executed within said thirty (30) day period. The term “Eligible Director” shall mean any Director of the Company or a Director of an Affiliate which has agreed to participate in this Plan.

A Participant may make an initial election to defer up to one hundred percent (100%) of his or her Eligible Compensation in any calendar year by the completion of an Initial Deferral Election in the form attached as Schedule A hereto, as amended from time to time. After making an initial election, Participants shall thereafter execute annual deferral elections in the form of Schedule B hereto. All such Deferral Elections shall become effective on January 1 of the calendar year following execution; provided, however, that newly-elected Directors may make Initial Deferral Elections for the remainder of the calendar year in which they are initially eligible as long as they so elect in writing within thirty (30) days after being elected a Director of the Company or an Affiliate. The term “Eligible Compensation” shall mean the Eligible Director’s fees paid or accrued by the Company or it Affiliates.

An Eligible Director must file a Deferral Election prior to the first day of each Plan Year, except for the first Plan Year, in order to become a Participant during such Plan Year. An Eligible Director shall file only one Deferral Election for each Plan Year, and such Deferral Election shall be irrevocable. Such Deferral Election form may not be changed after its effective date and shall remain in effect for the Plan Year for which it is effective; provided, however, that the distribution election may be amended as described in Section 7(b) below and in accordance with Code Section 409A.

An Eligible Director who has not filed a Deferral Election form for a Plan Year, or who files an election form in a manner which does not comply with the terms and conditions herein, shall not become a Participant in the Plan for such Plan Year. Amounts deferred by such Eligible Director in any prior Plan Year shall continue to be recognized and administered as provided herein.

Elective deferrals shall always be 100% vested and non-forfeitable.

In addition to the elective deferrals by Participants authorized under Section 4 above, the Company shall be authorized, from time to time, to make non-elective contributions to the Plan on behalf of any Eligible Director, in such amounts and at such times as the Company shall determine. If any such Eligible Director has not previously elected to participate, he or she shall become a Participant upon the crediting of a non-elective contribution on such Participant’s behalf. Such contributions shall be credited to the Deferred Compensation Account of the Participant as provided in Section 6 and shall earn interest or other earnings as provided in Section 6. Non-elective contributions made by the Company shall be recorded separately from elective deferrals, and may be subject to a vesting schedule if so designated by the Company. Such non-elective contributions shall be considered 100% vested unless a vesting schedule is designated at the time of contribution. To the extent vested, non-elective contributions, adjusted for earnings as provided in Section 6, shall be distributed in accordance with the distribution schedule selected by the Participant with respect to the Participant’s elective deferrals, if any, for the Plan Year such non-elective contributions are made by the Company. If no distribution election has been made for the applicable Plan Year, distribution of the non-elective contributions shall be made in accordance with the Default Distribution Schedule described in Section 8 below.

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The Company shall record elective deferrals and non-elective contributions (hereinafter, collectively, “Deferred Compensation”) credited on behalf of each Participant as bookkeeping entries, (hereinafter the “Account”) for such Participant. The Company shall also credit to each Participant’s Account the applicable investment return based on the investment option designated from time to time.

Funds credited to each Participant’s Account, if any, may be kept in cash or invested or reinvested in mutual funds, stock (including Camden National Corporation Stock), bonds, securities, annuity contracts, life insurance contracts, or any other assets as the Company may select in its sole discretion, although the Company shall make reasonable efforts to accommodate the investment requests of Participants from time to time. The Company, in its discretion, may utilize a so-called “Rabbi Trust”, as described in Section 12 below, to hold such assets. Notwithstanding, however, this Plan is intended to qualify as an unfunded deferred compensation plan which is categorized as a so-called “top hat plan” under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Former Participants in the KSB Plan may continue to elect to have their pre-merger account balances, and future bank director fees (but not future director fees from the parent corporation) invested as such contributions were previously invested under Paragraph V of the KSB Plan; provided, however, that if any former KSB Participant elects to utilize other investment options provided by the Company for their bank director fees, such election shall be irrevocable with regard to the amounts involved, and such amounts, as adjusted for earnings, may not be returned to the KSB fixed income option thereafter.

Each Participant acknowledges that this “Deferred Compensation Plan” is an unfunded plan as more particularly described in Section 12 below. Participant investment directions shall provide the means of determining the net investment experience credit or debit adjustment to be recorded daily for each respective Participant’s Account. However, nothing in this Plan shall require that any funds be set aside to provide benefits under this Plan, or that any Participant’s investment directions be followed for any purpose other than calculating and recording investment adjustments. Hence, investment directions made under this Plan shall be considered phantom or “deemed” investment directions, rather than directions that control actual investments.

Except as provided in Section 8 below, each Participant shall elect the commencement date for distribution and the distribution schedule at the time of making an Initial Deferral Election. The form to be used for such designation is attached as Schedule A, which is incorporated herein by reference. Distribution may not commence earlier than (i) separation from service, (ii) the date of the Participant’s disability, (iii) the Participant’s death, (iv) a specified distribution date designated in the Deferral Election, or (v) a change of ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company. All of the terms used in this Section shall be defined and interpreted in accordance with the final regulations issued under Code Section 409A. Former Participants in the KSB Plan shall be authorized to elect monthly distributions over a period of One Hundred Twenty (120) months as previously allowed under the KSB Plan.

Except for distributions on account of a Participant’s disability or death, a Participant may change the date of distribution of his or her Deferred Compensation, but only if all of the following requirements are met: (i) the distribution payment which is delayed must be deferred for a period of not less than five (5) years from the date such payment would otherwise have been made, (ii) the election to delay such payment must be made not less than 12 months prior to the date of the first scheduled payment, and (iii) such delay or change must be consistent with the final regulations issued under Code Section 409A.

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Notwithstanding the foregoing and any elections made by a Participant, if the Participant is a key employee as defined in Code Section 409A, distributions upon separation from service may not be made earlier than six (6) months after the date of such Participant’s separation in accordance with Code Section 409A(a)(2)(B)(i) and the regulations thereunder.

Notwithstanding any distribution election made by a Participant on his or her Deferral Elections referenced in this Section and in Section 8 below, if a Participant separates from service with the Company and its Affiliates, and the Participant’s entire account balance under this Plan totals less than Fifty Thousand Dollars ($50,000), the entire balance of said Participant’s Deferred Compensation Account shall be distributed to him or her in one lump sum on or before the later of (i) Decem