CAMDEN NATIONAL CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN

Exhibit #10.9

CAMDEN NATIONAL CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

(As Amended and Restated Effective January 1, 2005)

TABLE OF CONTENTS

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CAMDEN NATIONAL CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

(As Restated January 1, 2005)

ARTICLE I

History and Purpose

Camden National Corporation (the "Company") maintains an Executive Deferred Compensation Plan (the "Plan") for the benefit of certain officers and highly compensated managerial employees. The Plan has been implemented and documented through a series of annual deferred compensation agreements with each participating employee. The Plan enables eligible executives to defer compensation on a non-tax-qualified basis to supplement benefits for their retirement security. The Plan is maintained as a "top hat" plan exempt from ERISA regulations; that is, an unfunded plan primarily for the benefit of a select group of management or highly compensated employees within the meaning of Section 201(2) and other applicable provisions of ERISA.

To simplify Plan documentation, conform the Plan to the new deferred compensation rules under Section 409A of the Internal Revenue Code and commence participant-directed deemed investing of accounts under the Plan, the Company establishes this new Plan document, as an amendment and complete restatement, to govern the operation of the Plan on and after the January 1, 2005 effective date of this restatement. The Plan hereafter shall consist of this document, as amended from time to time, which shall supersede the February, 2006 409A Transitional Amendment and all the Executive Deferred Compensation Agreements previously entered into annually between the Company and each participating employee.

ARTICLE II

Definitions

Section 2.1 . Account means the separate bookkeeping account maintained by the Administrator with respect to each Participant in accordance with Article V. A Participant’s Account shall be used solely as a device for the measurement and determination of the amount to be paid to the Participant as a benefit pursuant to the Plan, subject to the terms and conditions applicable under the Plan. A Participant’s Account shall not constitute or be treated as a trust fund, escrow or other funding arrangement of any kind.

Section 2.2 . Administrator means the committee established and maintained pursuant to Article VII of the Plan, as such committee is constituted from time to time. The Administrator shall have exclusive authority and discretion to manage and administer the Plan. In the absence of any other designation, the Compensation Committee of the Company’s Board of Directors shall serve as the Administrator.

Section 2.3 . Beneficiary means any individual or other person properly designated by a Participant to be entitled to receive or share in any benefit due to be paid on or after the Participant’s death, provided such person is surviving, in accordance with Section 6.5 of the Plan. In the absence of a valid designation or in the event no designated Beneficiary survives the Participant, than the Beneficiary shall be the default person or entity prescribed in Section 6.5.

Section 2.4 . Bonus means performance-based compensation within the meaning of Section 409A(a)(4)(B)(iii) of the Code, where the amount of, or entitlement to, that compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least twelve (12) months in which the Participant performs services for the Company. Performance criteria will be considered pre-established if set forth in writing not later than

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ninety (90) days into the performance period. The criteria must be set at a level that is not substantially certain to be met at the time the criteria are established. Any bonus that does not meet this definition shall be treated as basic Compensation for purposes of the deferral election timing provisions of Section 4.1 of the Plan.

Section 2.5 . Change of Control means the occurrence of any one of the following events:

• (a) any "Person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act") (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its Subsidiaries), together with all "affiliates" and "associates" (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25 percent or more of the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Board ("Voting Securities") (in such case other than as a result of an acquisition of securities directly from the Company); or

  (b) persons who, as of the Effective Date, constitute the Board (the "Incumbent Directors") cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a director of the Company subsequent to the Effective Date shall be considered an Incumbent Director if such person’s election was approved by or such person was nominated for election by either (i) a vote of at least a majority of the Incumbent Directors, or (ii) a vote of at least a majority of the Incumbent Directors who are members of a nominating committee comprised, in the majority, of Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or

  (c) the consummation of a consolidation, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Corporate Transaction"); excluding, however, a Corporate Transaction in which the stockholders of the Company immediately prior to the Corporate Transaction, would, immediately after the Corporate Transaction, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the corporation issuing cash or securities in the Corporate Transaction (or of its ultimate parent corporation, if any); or

  (d) the approval by the stockholders of any plan or proposal for the liquidation or dissolution of the Company.

Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have occurred for purposes of the foregoing clause (a) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of shares of Voting Securities beneficially owned by any person to 25 percent or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting

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Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns 25 percent or more of the combined voting power of all then outstanding Voting Securities, then a "Change of Control" shall be deemed to have occurred for purposes of the foregoing clause (a).

The foregoing definition of Change of Control shall apply under this Plan only to the extent that the foregoing Change of Control events constitute a "change in the ownership" of the Company, a "change in effective control" of the Company, or a "change in the ownership of a substantial portion of the assets" of the Company, as those terms are defined in regulations under Code Section 409A(a)(2)(A)(v).

Section 2.6 . Code means the Internal Revenue Code of 1986, as amended from time to time. References to Code Sections in the Plan shall be deemed to refer also to such regulations and other administrative guidance as the Internal Revenue Service has published regarding the cited statute.

Section 2.7 . Company means Camden National Corporation, a Maine corporation, and its successors and assigns.

Section 2.8 . Compensation means gross salary payable before pre-tax deferrals with respect to other benefit plans and deferred compensation arrangements, excluding imputed income, any Bonus and any items of extraordinary compensation determined by the Administrator to be excluded for purposes of this Plan.

Section 2.9 . Contributing Participant means a Participant for whom a Deferred Compensation Agreement, Deferred Compensation Election or Deferred Bonus Election is in effect in accordance with Sections 3.2 and 4.1 of the Plan.

Section 2.10 . Deferred Bonus Election means a Participant’s election to defer amounts from his or her Bonus in accordance with Section 4.1 of the Plan.

Section 2.11 . Deferred Compensation Agreement means a Participant’s agreement to defer amounts from his or her Compensation and/or Bonus for Plan Years ending on or before December 31, 2006, in accordance with Section 4.1 of the Plan.

Section 2.12 . Deferred Compensation Election means a Participant’s election to defer amounts from his or her Compensation for Plan Years beginning on or after January 1, 2007, in accordance with Section 4.1 of the Plan.

Section 2.13 . Disability means the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least twelve (12) months. To the extent a determination of disability under the Company’s long-term disability plan is consistent with the foregoing definition, the Administrator may rely on such determination for purposes of this Plan as well.

Section 2.14 . EIP means the Company’s Executive Incentive Plan, as from time to time in effect.

Section 2.15 . Election means a Participant’s choice to defer any portion of his or her Compensation or Bonus through a Deferred Compensation Agreement, a Deferred Compensation Election or a Deferred Bonus Election under this Plan.

Section 2.16 . ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time, and applicable regulations thereunder.

Section 2.17 . Executive Deferred Compensation Agreement(s) means any agreement(s) entered into between the Company and any Participant annually for any Plan Year ending before January 1, 2007, which set forth the Participant’s deferral rights for the subject Plan and the terms for management and disposition of the Participant’s Account. Such Agreements, in aggregate, constituted the Plan document prior to the adoption of this instrument. Such Agreements are incorporated by this reference into this Plan document and shall remain enforceable to the extent not inconsistent with this Plan document, but effective for Plan Years beginning on or after January 1, 2007 the use of such Agreements shall be discontinued and this Plan instrument shall exclusively govern the operation of the Plan, including Accounts established under such prior Agreements, thereafter.

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Section 2.18 . Hardship means a severe financial hardship of the Participant or Beneficiary resulting from (i) an illness or accident suffered by that individual or by his/her spouse or dependent (as defined in Code Section 152(a)); (ii) loss of the Participant’s or Beneficiary’s property due to casualty (including the need to rebuild a home following damage not otherwise covered by insurance); or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s or Beneficiary’s control. This definition shall be construed so as to comply with the definition of "unforeseeable emergency" under Section 409(a)(2)(B)(ii) of the Code.

Section 2.19 . Inactive Participant means a Participant with an Account balance under the Plan but who does not have a Deferred Compensation Agreement, Deferred Compensation Election or Deferred Bonus Election in effect under the Plan.

Section 2.20 . Matching Contributions means contributions made by the Company based on deferral contributions elected by a Participant, in accordance with Section 4.02(a) of the Plan.

Section 2.21 . New Participant’s Election means an election made in accordance with Section 6.2 below by a Participant upon his or her initial eligibility to participate in the Plan regarding the form of a possible future benefit distribution.

Section 2.22 . Participant means an eligible employee under Section 3.1 who either has a deferral Election in effect (a "Contributing Participant"), has an Account balance to his or her credit under the Plan (an "Inactive Participant"), or who is a Contributing Participant with an Account balance.

Section 2.23 . Plan means the Camden National Corporation Executive Deferred Compensation Plan, as set forth in this instrument and as amended from time to time hereafter. Prior to the adoption of this instrument as a restatement of the Plan, the Plan consisted of a series of annual Executive Deferred Compensation Agreements made by each Participant and a 409A Transitional Amendment made in February, 2006. Those prior documents are incorporated herein by this reference as governing the terms and operation of the Plan prior to the adoption of this restatement, but this restatement supersedes those prior documents and controls the terms and operation of the Plan hereafter.

Section 2.24 . Plan Year means the annual period by which the Plan’s operations are conducted and measured and for all purposes the Plan Year shall be the same as a calendar year.

Section 2.25 . Profit Sharing Contributions means any Company contributions made in accordance with Section 4.2(b) of the Plan.

Section 2.26 . Savings Plan means the Camden National Corporation Retirement Savings 401(k) Plan, a tax-qualified 401(k) plan, as in effect from time to time.

Section 2.27 . Termination of Employment means the Participant ceasing his or her employment with the Company (or any affiliate or subsidiary of the Company) for any reason whatsoever, whether voluntarily or involuntarily, including by reason of retirement, death or Disability; provided, however, that the employment relationship is treated as continuing intact while the Participant is on military leave, sick leave or other bona fide leave of absence (such as temporary employment by the government) if the period of such leave does not exceed six (6) months or, if longer, so long as the Participant’s right to reemployment with the Company is provided either by statute or by contract. Notwithstanding the foregoing, this definition shall be construed as closely as possible to be consistent with corresponding distributable events under the Savings Plan, but at all times this definition shall be construed to comply with the definition of "separation from service" under Section 409(A)(a)(2)(A)(i) of the Code and regulations thereunder.

Section 2.28 . Transitional Distribution Election means a Participant’s election made in 2006 in accordance with Section 6.2(b) which shall supersede any prior distribution election and govern the manner of the Participant’s Account distribution, subject to any subsequent Hardship Distribution Election, commencing after December 31, 2006.

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ARTICLE III

Participation

Section 3.1 . Eligibility . Only employees of the Company (or any subsidiary or affiliate) who are participants in the Company’s Executive Incentive Plan ("EIP") shall be eligible to participate in this Plan. An employee must be an EIP participant as of the first day of a Plan Year to be eligible to be a Contributing Participant in this Plan for that Plan Year.

Section 3.2 . Participation . If the eligible employee executes an appropriate Deferred Compensation Agreement (for Plan Years ending on or before December 31, 2006), a Deferred Compensation Election (for Plan Years beginning on or after January 1, 2007), or a Deferred Bonus Election (for Plan Years ending on or after December 31, 2005), that employee will be a Contributing Participant for the Plan Year to which his or her deferral election relates. Except for Deferred Bonus Elections made under Section 4.1(b), an employee may commence participation only as of the start of a Plan Year. For this purpose, Deferred Bonus Elections shall be considered to relate back to the start of the Plan Year.

An individual who has an Account balance attributable to being a Contributing Participant for a previous Plan Year but who is not a Contributing Participant for the current Plan Year shall be considered an Inactive Participant for the current Plan Year.

ARTICLE IV

Contributions

Section 4.1 . Participant Deferrals . (a) An employee who is eligible to participate for the first time and who wishes to participate in the Plan must execute and file with the Company the appropriate Deferred Compensation Agreement or Deferred Compensation Election before the start of the Plan Year to which it applies. No Deferred Compensation Agreement or Deferred Compensation Election may take effect after the start of the Plan Year to which it applies.

Any Participant who already has an Account balance under the Plan and is eligible to contribute for a subsequent Plan Year must execute and file their Deferred Compensation Election, if any, before the start of the Plan Year to which that deferred Election applies. Deferred Compensation Elections must be made affirmatively and separately for each Plan Year; such Elections will not renew automatically.

Each Deferred Compensation Agreement or Election shall specify, in such manner as the Administrator may allow, either the percentage or dollar amount of Compensation to be deferred.

(b) Any employee eligible to participate for a given Plan Year may separately make and file a Deferred Bonus Election stating the percentage or dollar amount of Bonus, if any, to be deferred for that Plan Year. A Deferred Bonus Election may be executed and filed with the Company no later than six (6) months prior to the end of the calendar year for which the Bonus is earned, provided that