8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 25, 2005

CAMDEN NATIONAL CORPORATION

(Exact name of Registrant as specified in charter)

MAINE	01-28190	01-0413282
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS employer Identification No.)

Two Elm Street, Camden, Maine	04843
(Address of principal executive offices)	(Zip Code)

(207) 236-8821

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On January 25, 2005, Camden National Corporation adopted the Management Stock Purchase Plan attached hereto as Exhibit 10.1. This Plan is a component of the 2003 Stock Option and Incentive Plan, which was approved by shareholders at the Company’s Annual Meeting held on April 29, 2003. In addition, the form of restricted share agreement and form of bonus election agreement utilized under this Plan are attached hereto as Exhibit 10.2 and 10.3, respectively.

Item 9.01 – Financial Statements and Exhibits

(c) Exhibits.

10.1	Camden National Corporation Management Stock Purchase Plan
10.2	Form of Restricted Share Agreement
10.3	Form of Bonus Election Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be filed on its behalf by the undersigned thereunto duly authorized.

CAMDEN NATIONAL CORPORATION
By:	/s/ Gregory A. Dufour	Date: January 25, 2005
	Gregory A. Dufour
	Chief Banking Officer and Principal
	Financial & Accounting Officer

EX-10.1

Exhibit 10.1

CAMDEN NATIONAL CORPORATION

MANAGEMENT STOCK PURCHASE PLAN

I. INTRODUCTION

The purpose of the Camden National Corporation Management Stock Purchase Plan (the “Plan”) is to provide equity incentive compensation to selected management employees of Camden National Corporation (the “Company”) and its subsidiaries. Participants in the Plan who are employees of the Company or any of its subsidiaries may elect to receive restricted shares (“Restricted Shares”) of the Company’s Common Stock (“Stock”) in lieu of a portion of their annual incentive bonus. Restricted Shares are granted at a discount of one-third of the fair market value of the Stock on the date of grant. So long as the participant remains employed by the Company or any of its subsidiaries for at least two years after the date of grant, his or her Restricted Shares will vest. This Plan is a component plan of the Camden National Corporation 2003 Stock Option and Incentive Plan (the “2003 Incentive Plan”). Notwithstanding anything herein to the contrary, this Plan shall be subject to and governed by all the terms and conditions of the 2003 Incentive Plan, including the powers of the Administrator set forth in Section 2(b) of the 2003 Incentive Plan. Capitalized terms in this Plan shall have the meaning specified in the 2003 Incentive Plan, unless a different meaning is specified herein.

II. ADMINISTRATION

The Plan shall be administered by the Administrator. The Administrator shall have complete discretion and authority with respect to the Plan and its application, except as expressly limited herein. Determinations by the Administrator shall be final and binding on all parties with respect to all matters relating to the Plan.

III. ELIGIBILITY

Management employees of the Company and its subsidiaries as designated by the Administrator shall be eligible to participate in the Plan.

IV. PARTICIPATION

A. Restricted Shares. Participation in the Plan shall be based on the award of Restricted Shares.

B. Cost of Restricted Shares. The “Cost” of each Restricted Share shall be equal to two-thirds of the fair market value of the Stock on the date the Restricted Share is awarded.

C. Election to Participate. Each year, each participant who is an employee of the Company or any of its subsidiaries may elect to receive an award of Restricted Shares under the Plan in lieu of either 10 percent or 20 percent of his or her annual incentive bonus by completing a bonus election agreement (“Bonus Election Agreement”). The Bonus Election Agreement shall provide that the participant elects to receive Restricted Shares in lieu of 10 percent or 20

percent of any annual incentive bonus. Bonus Election Agreements must be received by the Company no later than December 31 of the calendar year prior to the calendar year during which such bonus amount will be paid, or such other time or times selected by the Administrator in its sole discretion. Notwithstanding the foregoing, the Administrator may require certain officers to participate in the Plan.

D. Award of Restricted Shares. Once each year, on the date that annual incentive bonuses are paid, the Company shall award Restricted Shares to each participant who is an employee of the Company as follows: Each such participant shall receive a whole number of Restricted Shares determined by dividing the amount (expressed in dollars) that is equal to 10 percent or 20 percent, as the case may be, of his or her annual incentive bonus by the Cost of each Restricted Share awarded on such date. No fractional Restricted Shares will be credited and the amount equivalent in value to the fractional Restricted Share will be paid out to the participant currently in cash.

V. VESTING OF RESTRICTED SHARES

A. Vesting. A participant shall be fully vested in each Restricted Share two years after the date such Restricted Share was awarded.

B. Settlement Prior to Vesting. If a participant’s employment with the Company terminates for any reason prior to vesting, except as otherwise provided in the participant’s employment agreement, if any, the participant’s nonvested Restricted Shares shall be forfeited back to the Company and he or she shall receive a cash payment equal to the lesser of (a) the Cost of such Restricted Shares or (b) an amount equal to the number of such Restricted Shares multiplied by the fair market value of the Stock on the date of the participant’s termination of employment.

VI. DIVIDENDS

Dividends on Restricted Shares shall be paid currently to the participant.

VII. AMENDMENT OR TERMINATION OF PLAN

The Company reserves the right to amend or terminate the Plan at any time, by action of its Board of Directors or the Administrator, provided that no such action shall adversely affect a participant’s rights under the Plan with respect to Restricted Shares awarded before the date of such action.

VIII. MISCELLANEOUS PROVISIONS

A. No Distribution; Compliance with Legal Requirements. The Administrator may require each person acquiring Restricted Shares under the Plan to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof. No Restricted Shares shall be issued until all applicable securities law and other legal and stock exchange requirements have been satisfied. The Administrator may require the placing of such stop-orders and restrictive legends on certificates for Restricted Shares as it deems appropriate.

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B. Withholding. Each participant shall, not later than the date as of which the receipt of Restricted Shares becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The participant may elect to have the required minimum tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from Restricted Shares, or (ii) transferring to the Company, a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.

C. Notices; Delivery of Stock Certificates. Notice hereunder shall be given to the Company at its principal place of business, and shall be given to a participant at the address shown for the participants on the records of the Company, or at such other address as the participant may subsequently furnish to the Company in writing.

D. Nontransferability of Rights. Restricted Shares awarded under the Plan are personal to the participants, are non-assignable and are not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

E. No Employment Rights. This Plan does not confer upon the participants any rights with respect to continuation of employment by the Company or any subsidiary.

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EX-10.2

Exhibit 10.2

RESTRICTED SHARE AGREEMENT

UNDER THE CAMDEN NATIONAL CORPORATION

2003 STOCK OPTION AND INCENTIVE PLAN

AND

THE CAMDEN NATIONAL CORPORATION

MANAGEMENT STOCK PURCHASE PLAN

Name of Participant:

No. of Shares:

Grant Date:

Vesting Date:

Cost of Shares:

Pursuant to the Camden National Corporation 2003 Stock Option and Incentive Plan and the Camden National Corporation Management Stock Purchase Plan (collectively, the “Plans”), each as amended through the date hereof, Camden National Corporation (the “Company”) hereby grants a Restricted Share award (an “Award”) to the Participant named above. The Participant shall receive the number of shares of Common Stock, no par value per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plans.

1. Acceptance of Award. Upon the Grant Date set forth above, certificates evidencing the Restricted Shares shall be issued and delivered to the Participant, and the Participant’s name shall be entered as the stockholder of record on the books of the Company. Thereupon, the Participant shall have all the rights of a shareholder with respect to such Restricted Shares, including voting and dividend rights, subject, however, to the restrictions and conditions specified in Paragraph 2 below.

2. Restrictions and Conditions.

(a) Certificates evidencing the Restricted Shares granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the effect that such Restricted Shares are subject to restrictions as set forth herein and in the Plans.

(b) Restricted Shares granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Participant prior to vesting.

(c) If the Participant’s employment with the Company and its subsidiaries is voluntarily or involuntarily terminated for any reason (including death) prior to vesting of Restricted Shares granted herein, the Participant or the Participant’s legal representative shall forfeit such Restricted Shares back to the Company as set forth in the Plans.

3. Vesting of Restricted Shares. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date set forth above. Subsequent to such Vesting Date, the Restricted Shares on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Shares. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 3.

4. Dividends. Dividends on Restricted Shares shall be paid currently to the Participant.

5. Incorporation of Plans. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plans, including the powers of the Administrator set forth therein. Capitalized terms in this Agreement shall have the meaning specified in the Plans, unless a different meaning is specified herein.

6. Transferability. This Agreement is personal to the Participant, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

7. Tax Withholding. The Participant shall, not later than the date as of which the receipt of the Restricted Shares becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Participant may elect to have the required minimum tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from Restricted Shares, or (ii) transferring to the Company, a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.

8. Miscellaneous.

(a) Notice hereunder shall be given to the Company at its principal place of business, and shall be given to the Participant at the address shown for the Participant on the records of the Company, or in either case at such other address as one party may subsequently furnish to the other party in writing.

(b) This Agreement does not confer upon the Participant any rights with respect to continuation of employment by the Company or any subsidiary.

CAMDEN NATIONAL CORPORATION	PARTICIPANT
Name:	Name:
Title:	Title:
Date Received:	Date:

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EX-10.3

Exhibit 10.3

BONUS ELECTION AGREEMENT

This Bonus Election Agreement (“Bonus Election Agreement”) is entered into by and between Camden National Corporation (the “Company”) and                                          (“Participant”), who is an eligible employee of the Company or any of its subsidiaries, pursuant to the terms of the Company’s Management Stock Purchase Plan (the “Plan”) which is a component plan of the Camden National Corporation 2003 Stock Option and Incentive Plan. The Plan provisions are incorporated herein by reference in their entirety and supersede any conflicting provisions contained in this Bonus Election Agreement. Neither this Bonus Election Agreement nor the Plan shall be construed as giving Participant any right to continue to be employed by or perform services for the Company or any subsidiary or affiliate thereof.

1. ELECTION TO RECEIVE RESTRICTED SHARES

Participant [CHECK ONE]              is required to or              elects to receive restricted shares of the Company’s Common Stock (“Restricted Shares”) in lieu of [CHECK ONE]              10 percent or              20 percent of Participant’s annual incentive bonus which is based upon services to be performed during the calendar year specified in Section 2. Participant will be fully vested in the Restricted Shares two years after the date such Restricted Shares are awarded, provided that Participant has maintained employment with the Company or any of its subsidiaries for such two-year period.

2. ELECTION PERIOD

This election is entirely contingent on the amount of the annual incentive bonus actually awarded with respect to              and each succeeding calendar year until Participant makes a new election or revokes this election as described below. This Bonus Election Agreement must be received by the Company no later than December 31 of the calendar year prior to the calendar year during which the annual incentive bonus will be paid, or by such other time or times selected by the Administrator in its sole discretion. and will become irrevocable on such date. This Bonus Election Agreement will remain in effect for all subsequent years until Participant makes a new Bonus Election Agreement or revokes this Bonus Election Agreement.

CAMDEN NATIONAL CORPORATION	PARTICIPANT
Name:	Name:
Title:	Title:
Date Received:	Date: