10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2007

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-28190

CAMDEN NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

MAINE	01-0413282
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2 ELM STREET, CAMDEN, ME	04843
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (207) 236-8821

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date:

Outstanding at May 2, 2007: Common stock (no par value) 6,621,076 shares.

CAMDEN NATIONAL CORPORATION

Form 10-Q for the quarter ended March 31, 2007

TABLE OF CONTENTS OF INFORMATION REQUIRED IN REPORT

		PAGE
	PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	Report of Independent Registered Public Accounting Firm	3
	Consolidated Statements of Condition March 31, 2007 and December 31, 2006	4
	Consolidated Statements of Income Three Months Ended March 31, 2007 and 2006	5
	Consolidated Statements of Changes in Shareholders’ Equity Three Months Ended March 31, 2007 and 2006	6
	Consolidated Statements of Cash Flows Three Months Ended March 31, 2007 and 2006	7
	Notes to Consolidated Financial Statements Three Months Ended March 31, 2007 and 2006	8-16
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17-26
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	27-28
ITEM 4.	CONTROLS AND PROCEDURES	28
	PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	28-29
ITEM 1A.	RISK FACTORS	29
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	29
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	29
ITEM 4.	SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS	29
ITEM 5.	OTHER INFORMATION	29
ITEM 6.	EXHIBITS	30
SIGNATURES		31
EXHIBIT INDEX		32
EXHIBITS

Page 2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Directors

Camden National Corporation

We have reviewed the accompanying interim consolidated financial information of Camden National Corporation and Subsidiaries as of March 31, 2007, and for the three-month periods ended March 31, 2007 and 2006. These financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is to express an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

Berry, Dunn, McNeil & Parker

Portland, Maine

May 4, 2007

Page 3

Camden National Corporation and Subsidiaries

Consolidated Statements of Condition

(In thousands, except number of shares and per share data)	March 31, 2007			December 31, 2006
	(unaudited)			(audited)
Assets
Cash and due from banks	$	29,823		$	33,358
Federal funds sold		55			—
Securities available for sale, at market		401,674			409,926
Securities held to maturity (market value $34,162 and $34,389 at March 31, 2007 and December 31, 2006, respectively)		33,920			34,167
Loans, less allowance for loan and lease losses of $14,873 and $14,933 at March 31, 2007 and December 31, 2006, respectively		1,185,384			1,203,196
Premises and equipment, net		18,977			17,595
Other real estate owned		—			125
Interest receivable		7,624			7,488
Core deposit intangible		962			1,176
Goodwill		3,991			3,991
Other assets		58,352			58,864
Total assets	$	1,740,762		$	1,769,886
Liabilities
Deposits:
Demand	$	139,553		$	146,458
NOW		123,637			125,809
Money market		283,451			261,585
Savings		90,217			96,661
Certificates of deposit		552,506			555,288
Total deposits		1,189,364			1,185,801
Borrowings from Federal Home Loan Bank		306,087			340,499
Other borrowed funds		80,806			60,782
Junior subordinated debentures		36,083			36,083
Due to broker		—			24,354
Accrued interest and other liabilities		16,159			15,315
Total liabilities		1,628,499			1,662,834
Shareholders’ Equity
Common stock, no par value; authorized 20,000,000 shares, issued and outstanding 6,624,636 and 6,616,780 shares on March 31, 2007 and December 31, 2006, respectively		2,478			2,450
Surplus		2,535			2,584
Retained earnings		109,385			105,959
Accumulated other comprehensive loss:
Net unrealized losses on securities available for sale, net of tax		(1,158	)		(2,985	)
Net unrealized losses on derivative instruments, at fair value, net of tax		(188	)		(198	)
Adjustment for unfunded post-retirement plans, net of tax		(789	)		(758	)
Total accumulated other comprehensive loss		(2,135	)		(3,941	)
Total shareholders’ equity		112,263			107,052
Total liabilities and shareholders’ equity	$	1,740,762		$	1,769,886

See Report of Independent Registered Public Accounting Firm.

The accompanying notes are an integral part of these Consolidated Financial Statements.

Page 4

Camden National Corporation and Subsidiaries

Consolidated Statements of Income

(unaudited)

(In thousands, except number of shares and per share data)	Three Months Ended March 31,
	2007		2006
Interest Income
Interest and fees on loans	$	21,499	$	20,683
Interest on U.S. government and sponsored enterprise obligations		4,752		4,131
Interest on state and political subdivision obligations		411		291
Interest on federal funds sold and other investments		327		291
Total interest income		26,989		25,396
Interest Expense
Interest on deposits		9,470		7,492
Interest on other borrowings		4,490		3,702
Interest on junior subordinated debentures		587		—
Total interest expense		14,547		11,194
Net interest income		12,442		14,202
Provision for Loan and Lease Losses		100		552
Net interest income after provision for loan and lease losses		12,342		13,650
Non-interest Income
Service charges on deposit accounts		845		795
Other service charges and fees		427		474
Income from fiduciary services		1,199		1,077
Brokerage and insurance commissions		199		112
Mortgage servicing income, net		26		32
Life insurance earnings		188		200
Other income		160		89
Total non-interest income		3,044		2,779
Non-interest Expenses
Salaries and employee benefits		4,646		4,736
Net occupancy		688		667
Furniture, equipment and data processing		544		521
Amortization of core deposit intangible		214		221
Other expenses		2,473		3,067
Total non-interest expenses		8,565		9,212
Income before income taxes		6,821		7,217
Income Taxes		2,039		2,280
Net Income	$	4,782	$	4,937
Per Share Data
Basic earnings per share	$	0.72	$	0.66
Diluted earnings per share		0.72		0.66
Cash dividends per share	$	0.24	$	0.22
Weighted average number of shares outstanding		6,621,407		7,523,982

See Report of Independent Registered Public Accounting Firm.

The accompanying notes are an integral part of these Consolidated Financial Statements.

Page 5

Camden National Corporation and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

(unaudited)

(In thousands, except number of shares and per share data)	Common Stock		Surplus			Retained Earnings			Net Unrealized Losses on Securities Available for Sale			Net Unrealized Losses on Derivative Instruments			Unfunded Post-retirement Plans			Total Shareholders’ Equity
Balance at December 31, 2005	$	2,450	$	4,098		$	126,687		$	(3,584	)	$	(113	)	$	—		$	129,538
Net income		—		—			4,937			—			—			—			4,937
Change in unrealized losses on derivative instruments, net of taxes of $47		—		—			—			—			(87	)		—			(87	)
Change in unrealized losses on securities available for sale, net of taxes of $277		—		—			—			(515	)		—			—			(515	)
Total comprehensive income		—		—			4,937			(515	)		(87	)					4,335
Equity compensation expense		—		40			—			—						—			40
Exercise of stock options and issuance of restricted stock (total 11,390 shares)		—		(304	)		285			—			—			—			(19	)
Purchase of common stock (20,704 shares)		—		(28	)		(704	)		—			—			—			(732	)
Cash dividends declared ($0.22/ share)		—		—			(1,669	)		—			—			—			(1,669	)
Balance at March 31, 2006	$	2,450	$	3,806		$	129,536		$	(4,099	)	$	(200	)	$	—		$	131,493
Balance at December 31, 2006	$	2,450	$	2,584		$	105,959		$	(2,985	)	$	(198	)	$	(758	)	$	107,052
Net income		—		—			4,782			—			—			—			4,782
Change in unrealized losses on derivative instruments, net of taxes of $(6)		—		—			—			—			10			—			10
Change in unrealized losses on securities available for sale, net of taxes of $(984)		—		—			—			1,827			—			—			1,827
Change in unfunded post-retirement plans, net of taxes of $17		—		—			—			—			—			(31	)		(31	)
Total comprehensive income		—		—			4,782			1,827			10			(31	)		6,588
Equity compensation expense		—		64			—			—			—			—			64
Exercise of stock options and issuance of restricted stock (total 7,696 shares)		28		(113	)		235			—			—			—			150
Cash dividends declared ($0.24 / share)		—		—			(1,591	)		—			—			—			(1,591	)
Balance at March 31, 2007	$	2,478	$	2,535		$	109,385		$	(1,158	)	$	(188	)	$	(789	)	$	112,263

See Report of Independent Registered Public Accounting Firm.

The accompanying notes are an integral part of these Consolidated Financial Statements.

Page 6

Camden National Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)

(In thousands)	Three months Ended March 31,
	2007			2006
Operating Activities
Net Income	$	4,782		$	4,937
Adjustment to reconcile net income to net cash provided by operating activities:
Provision for loan and lease losses		100			552
Depreciation and amortization		369			434
Equity compensation costs		64			40
Increase in interest receivable		(136	)		(721	)
Decrease in core deposit intangible		214			221
(Increase) decrease in other assets		(168	)		976
Increase in other liabilities		844			2,598
Net cash provided by operating activities		6,069			9,037
Investing Activities
Proceeds from maturities of securities held to maturity		244			196
Proceeds from sales and maturities of securities available for sale		20,494			12,765
Purchase of securities held to maturity		—			(9,068	)
Purchase of securities available for sale		(9,360	)		(53,513	)
Change in Federal Home Loan Bank Stock		(340	)		—
Net decrease (increase) in loans		17,712			(30,403	)
Change in federal funds sold		(55	)		1,110
Net decrease (increase) in other real estate owned		125			(349	)
Purchase of premises and equipment		(1,803	)		(199	)
Net cash provided by (used in) investing activities		27,017			(79,461	)
Financing Activities
Net increase in deposits		3,563			40,361
Proceeds from Federal Home Loan Bank borrowings		4,977,989			6,383,370
Repayments on Federal Home Loan Bank borrowings		(5,012,402	)		(6,340,551	)
Net increase (decrease) in other borrowed funds		20,024			(4,365	)
Decrease in due to broker		(24,354	)		—
Purchase of common stock		—			(732	)
Exercise of stock options and stock issuance under option plan		150			(19	)
Cash dividends paid		(1,591	)		(1,669	)
Net cash (used in) provided by financing activities		(36,621	)		76,395
Net (decrease) increase in cash and cash equivalents		(3,535	)		5,971
Cash and cash equivalents at beginning of year		33,358			30,321
Cash and cash equivalents at end of period	$	29,823		$	36,292

See Report of Independent Registered Public Accounting Firm.

The accompanying notes are an integral part of these Consolidated Financial Statements.

Page 7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures required by accounting principles generally accepted in the United States of America for complete presentation of financial statements. In the opinion of management, the consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the consolidated statements of condition of Camden National Corporation as of March 31, 2007 and December 31, 2006, the consolidated statements of income for the three months ended March 31, 2007 and 2006, the consolidated statements of changes in shareholders’ equity for the three months ended March 31, 2007 and 2006, and the consolidated statements of cash flows for the three months ended March 31, 2007 and 2006. All significant intercompany transactions and balances are eliminated in consolidation. Certain items from the prior year were reclassified to conform to the current year presentation. The income reported for the three-month period ended March 31, 2007 is not necessarily indicative of the results that may be expected for the full year. The information in this report should be read in conjunction with the consolidated financial statements and accompanying notes included in the December 31, 2006 Annual Report on Form 10-K.

NOTE 2 – EARNINGS PER SHARE

Basic earnings per share data is computed based on the weighted average number of common shares outstanding during each period. Potential common stock is considered in the calculation of weighted average shares outstanding for diluted earnings per share, and is determined using the treasury stock method. The following table sets forth the computation of basic and diluted earnings per share:

(Dollars in thousands, except number of shares and per share data)	Three Months Ended March 31,
	2007		2006
Net income, as reported	$	4,782	$	4,937
Weighted average shares outstanding		6,621,407		7,523,982
Effect of dilutive potential common stock		8,743		13,940
Adjusted weighted average shares and assumed conversion		6,630,150		7,537,922
Basic earnings per share	$	0.72	$	0.66
Diluted earnings per share	$	0.72	$	0.66

At March 31, 2007, the Company had 84,676 outstanding stock options that were in-the-money options, as the exercise price was less than the average market price of the common stock. At March 31, 2006 all outstanding stock options were in-the-money options. At March 31, 2007, the Company had 82,850 non-vested stock option grants, of which 33,250 were in-the-money options. At March 31, 2006, the Company had 82,000 non-vested stock option grants, all of which were in-the-money options.

NOTE 3 – DERIVATIVE FINANCIAL INSTRUMENTS

On July 14, 2005, the Company purchased interest rate protection agreements (floors) with notional amounts of $50.0 million, a strike rate of 6.0% and a termination date of July 14, 2010. These floors were acquired to limit the Company’s exposure to falling rates on Prime Rate loans. Under these agreements, the Company paid up front premiums of $410,000 for the right to receive cash flow payments below the predetermined floor rate, thus effectively flooring its interest income for the duration of the agreement. In accordance with Statement of Financial Accounting Standards (SFAS) No. 133 “Accounting for Derivative Instruments and Hedging Activities,” management designated these floors as cash flow hedges. Management estimated the hedge relationship to be 100% effective; therefore, there was no impact on the statement of income resulting from changes in fair value.

Page 8

As part of originating mortgage loans, the Company may enter into rate lock agreements with customers, which are considered interest rate lock commitments under SFAS No. 133. At March 31, 2007 and December 31, 2006, based upon the pipeline of mortgage loans with rate lock commitments and the change in fair value of those commitments due to changes in market interest rates, the Company determined the balance sheet impact was not material.

NOTE 4 – INVESTMENTS

Management evaluates investments for other-than-temporary impairment based on the type of investment and the period of time the investment has been in an unrealized loss position. At March 31, 2007, the Company had a greater than 12 months unrealized loss of $3.3 million, which represents 1.3% of the $258.4 million fair value of the specific securities and 0.8% of the total investment portfolio. The greater than 12 months unrealized loss position was comprised of 59.8% mortgage-backed securities issued by either the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie Mac”), 20.6% municipal bonds, 11.2% U.S. government sponsored enterprises, and 8.4% collateralized mortgage obligations. Management believes that the unrealized loss positions are primarily due to the changes in the interest rate environment, there is little risk of loss or default from the counterparties, and the Company has the ability and intent to hold the securities for the foreseeable future; therefore, the securities are not considered other-than-temporarily impaired. Investments with unrealized losses at March 31, 2007 and December 31, 2006, and the length of time they have been in a continuous loss position, are as follows:

	March 31, 2007
	Less than 12 months					12 months or more					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Obligations of U.S. government sponsored enterprises	$	—	$	—		$	61,470	$	(508	)	$	61,470	$	(508	)
Obligations of states and political subdivisions		508		(1	)		10,092		(33	)		10,600		(34	)
Mortgage-backed securities		26		—			172,299		(2,550	)		172,325		(2,550	)
Other debt securities		—		—			14,494		(237	)		14,494		(237	)
Total	$	534	$	(1	)	$	258,355	$	(3,328	)	$	258,889	$	(3,329	)
	December 31, 2006
	Less than 12 months					12 months or more					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Obligations of U.S. government sponsored enterprises	$	9,950	$	(36	)	$	56,289	$	(712	)	$	66,239	$	(748	)
Obligations of states and political subdivisions		972		(2	)		9,514		(35	)		10,486		(37	)
Mortgage-backed securities		69,166		(243	)		167,108		(4,130	)		236,274		(4,373	)
Other debt securities		—		—			15,060		(347	)		15,060		(347	)
Total	$	80,088	$	(281	)	$	247,971	$	(5,224	)	$	328,059	$	(5,505	)

NOTE 5 – CORE DEPOSIT INTANGIBLE

The Company has a core deposit intangible asset related to the acquisition of bank branches between 1995 and 1998. The core deposit intangible is amortized on a straight-line basis over 10 years, and reviewed for possible impairment when it is determined that events or changed circumstances may affect the underlying basis of the asset. The carrying amount is as follows:

(Dollars in thousands)	March 31, 2007		December 31, 2006
Core deposit intangible, cost	$	9,424	$	9,424
Accumulated amortization		8,462		8,248
Core deposit intangible, net	$	962	$	1,176

Page 9

Amortization expense related to the core deposit intangible for the three-month periods ended March 31, 2007 and 2006 amounted to $214,000 and $221,000, respectively. The expected amortization expense for each year until the core deposit intangible is fully amortized in 2008 is estimated to be $856,000 in 2007 and $320,000 in 2008.

NOTE 6 – GOODWILL

At March 31, 2007 and December 31, 2006, the value of the Company’s goodwill, including the related impairment loss, is as follows:

(Dollars in thousands)	Banking		Financial Services			Total
Goodwill, at cost	$	2,273	$	2,408		$	4,681
Transitional impairment loss		—		(690	)		(690	)
Goodwill, net	$	2,273	$	1,718		$	3,991

As of June 30, 2006, in accordance with SFAS No. 142, the Company completed its annual review of the goodwill and determined that there had been no additional impairment.

NOTE 7 – COMMON STOCK REPURCHASE

In June 2006, the Board of Directors of the Company approved the 2006 Common Stock Repurchase Program, which permits the Company to purchase up to 750,000 shares of its authorized and issued common stock for a one-year period, expiring July 1, 2007. The authority may be exercised from time to time and in such amounts as market conditions warrant. Any repurchases are intended to make appropriate adjustments to the Company’s capital structure, including meeting share requirements related to employee benefit plans and for general corporate purposes. Through March 31, 2007, the Company repurchased 60 shares of common stock at an average price of $42.84 under the 2006 Plan, all of which were purchased in 2006.

In July 2005, the Board of Directors of the Company voted to authorize the Company to purchase up to 750,000 shares of its authorized and issued common stock for reasons similar to the 2006 Common Stock Repurchase Program. Under the 2005 plan, which was in effect through the second quarter of 2006, the Company repurchased 117,626 shares of common stock at an average price of $36.67.

On March 24, 2006, the Company announced the commencement of a modified “Dutch Auction” tender offer, approved by its Board of Directors, to repurchase up to 752,000 shares of its common stock, which represented approximately 10% of its outstanding common shares, at a price not greater than $40.25 and not less than $36.50 per share. The Company had the right to purchase up to an additional 2% of the outstanding shares in accordance with applicable securities laws. The tender offer was scheduled to expire on April 21, 2006, and was extended through May 3, 2006. On May 4, 2006, in accordance with the terms of the tender offer, the Company repurchased 880,827 shares of its common stock, which represented approximately 11.7% of the Company’s outstanding common shares as of May 3, 2006, at a purchase price of $39.00 per share.

NOTE 8 – SHAREHOLDERS’ EQUITY

Stock-Based Compensation

On April 29, 2003, the shareholders of the Company approved the 2003 Stock Option and Incentive Plan (the “current plan”). The maximum number of shares of stock reserved and available for issuance under this Plan is 800,000 shares. Awards may be granted in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, deferred stock, unrestricted stock, performance share and dividend equivalent rights, or any combination of the preceding, and the exercise price shall not be less than 100% of the fair market value on the date of grant in the case of incentive stock options, or 85% of the fair market value on the date of grant in the case of non-qualified stock options. No stock options are exercisable more than ten years after the date the stock option is granted. Prior to April 29, 2003, the Company had three stock option plans. Under all three plans, the options were immediately vested when granted, and expire ten years from the date the option was granted. The exercise price of all options equaled the market price of the Company’s stock on the date of grant.

Page 10

On January 1, 2006, the Company adopted the provisions of SFAS No. 123 (revised 2004) Share-Based Payment (SFAS No. 123(R)), using a modified prospective application. The Company had previously adopted the expense provisions of SFAS No. 123, thus adoption of SFAS No. 123(R) did not have a material effect on the statements of condition or results of operations of the Company.

Restricted Stock Awards

In January 2005, under the current plan, the Company issued 4,687 shares of restricted stock, all of which vest over a three-year period. In March 2007, under the current plan, the Company issued 6,873 shares of restricted stock, all of which vest over a three-year period. As of March 31, 2007, 1,342 of the restricted stock awards have been forfeited. The Company recorded approximately $15,500 of compensation expense and $5,400 of related tax benefit for the quarter ended March 31, 2007, and approximately $11,750 of compensation expense and $4,100 of related tax benefit for the quarter ended March 31, 2006. A summary of the status of the Company’s nonvested restricted stock awards as of March 31, 2007, and changes during the period ended on that date, is presented below.

	March 31, 2007
	Number of Shares	Weighted-average Grant Date Fair Value
Nonvested at beginning of period	2,201	$	36.69
Granted during the period	6,873		44.15
Vested during the period	1,100		36.69
Forfeited during the period	198		36.69
Nonvested at end of period	7,776	$	43.28

At the closing price on March 31, 2007 of $43.40, the total fair value of restricted stock awards vested during the period was $47,700.

Management Stock Purchase Plan

The Management Stock Purchase Plan (MSPP), which is a component of the current plan, provides equity incentive compensation to selected management employees of the Company. Participants in the Plan who are senior executives of the Company are required to receive restricted shares in lieu of a portion of their annual incentive bonus, if any, while certain other officers may elect to receive restricted shares 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. Restricted shares will vest two years after the date of grant if the participant remains employed by the Company for such period, or retires from the Company during the two year period. During the first quarter of 2007, under the MSPP, the Company issued 934 shares of restricted stock at a discounted price of $29.67, of which 11 shares have been forfeited. During the first quarter of 2006, under the MSPP, the Company issued 4,792 shares of restricted stock at a discounted price of $23.30, of which 527 shares have been forfeited. Related to the discount on the restricted stock, the Company recorded approximately $6,500 of compensation expense and $2,300 of related tax benefit during the quarter ended March 31, 2007, and approximately $7,100 of compensation expense and $2,500 of related tax benefit during the quarter ended March 31, 2006. A summary of the status of the Company’s nonvested restricted stock under the MSPP as of March 31, 2007, and changes during the period ended on that date, is presented below.

	March 31, 2007
	Number of Shares	Weighted-average Grant Date Fair Value
Nonvested at beginning of period	7,558	$	11.95
Granted during the period	934		14.84
Vested during the period	2,854		12.45
Forfeited during the period	450		11.73
Nonvested at end of period	5,188	$	12.22

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Long-term Performance Share Plan

The Long-term Performance Share Plan, which is a component of the current plan, is intended to create incentives for certain executive officers of the Company to allow the Company to attract and retain in its employ persons who will contribute to the future success of the Company. It is further the intent of the Company that awards made under this plan will be used to achieve the twin goals of aligning executive incentive compensation with increases in shareholder value and using equity compensation as a tool to retain key employees. The long-term performance period is a period of three consecutive fiscal years beginning on January 1 of the first year and ending on December 31 of the third year. Awards are based upon the attainment of certain thresholds of tangible book value and return on average equity over the three-year period. The current aggregate amount of awards, based on actual and projected results of tangible book value and return on average equity for the three-year performance periods January 1, 2005 - December 31, 2007, January 1, 2006 - December 31, 2008, and January 1, 2007 - December 31, 2009 is not considered material and no related expense has been recognized.

Stock Option Awards

During the first quarter of 2007, the Company issued, under the current plan, 35,250 incentive stock options to employees, all of which vest over a five-year period. During the first quarter of 2006, the Company issued, under the current plan, 36,000 incentive stock options to employees, all of which vest over a five-year period. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants: in 2007, dividend yield of 2.0%, expected volatility of 26.69%, risk-free interest rate of 4.78%, and expected lives of 5.0 years; in 2006, dividend yield of 3.7%, expected volatility of 25.59%, risk-free interest rate of 4.56%, and expected lives of 7.8 years. Expected volatilities are based on the historical volatility of the Company’s stock, and other factors. The risk-free rate for periods within the contractual life of the option is based on the US Treasury yield curve in effect at the time of the grant. The Company uses historical data, such as option exercise and employee termination rates, to calculate the expected option life.

Related to the incentive stock option grants and in accordance with the provisions of SFAS No. 123(R), the Company recorded approximately $41,900 and $19,000 of compensation expense during the first three months of 2007 and 2006, respectively. A summary of the status of the Company’s stock option plans as of March 31, 2007, and changes during the three-month period ended on that date is presented below.

	March 31, 2007
	Number of Shares	Weighted-average Exercise Price		Weighted-average Remaining Contractual Term	Aggregate Intrinsic Value ($000)
Outstanding at beginning of year	94,976	$	32.92
Granted during the period	35,250		44.52
Exercised during the period	5,550		27.57
Forfeited during the period	6,750		37.85
Outstanding at end of period	117,926	$	36.36	8.2	$	867
Exercisable at end of period	35,076	$	29.82	6.4	$	476

The weighted-average grant date fair value of options granted during the three-month period ended March 31, 2007 was $11.55. The total intrinsic value of options exercised during the three-month period ended March 31, 2007 was $93,200. A summary of the status of the Company’s nonvested stock options as of March 31, 2007, and changes during the three-month period ended on that date, is presented below.

	March 31, 2007
	Number of Shares	Weighted-average Grant Date Fair Value
Nonvested at beginning of year	69,950	$	7.90
Granted during the period	35,250		11.55
Vested during the period	15,600		7.88
Forfeited during the period	6,750		9.21
Nonvested at end of period	82,850	$	9.35

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At the closing price on March 31, 2007 of $43.40, the total fair value of stock options vested during the period was $677,000.

The following table summarizes information related to options at March 31, 2007:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Remaining Contractual Life	Weighted-average Exercise Price		Number Exercisable	Weighted-average Exercise Price
$10.00  -  $19.99	7,726	1.9	$	17.30	7,726	$	17.30
$20.00  -  $29.99	4,500	5.8		23.08	4,500		23.08
$30.00  -  $39.99	72,450	8.2		35.47	22,850		35.38
$40.00  -  $49.99	33,250	9.9		44.51	—		—
	117,926	8.2	$	36.36	35,076	$	29.82

As of March 31, 2007, there was $1.0 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the current plan, which is expected to be recognized over a weighted-average period of 2.1 years.

NOTE 9 – MORTGAGE SERVICING RIGHTS

Residential real estate mortgages are originated by the Company both for portfolio and for sale into the secondary market. The Company may sell its loans to institutional investors such as Freddie Mac. Under loan sale and servicing agreements with the investor, the Company generally continues to service the residential real estate mortgages. The Company pays the investor an agreed-upon rate on the loan, which is less than the interest rate the Company receives from the borrower. The Company retains the difference as a fee for servicing the residential real estate mortgages. As required by SFAS No. 156, Accounting for Servicing of Financial Assets—an amendment of SFAS No. 140, the Company capitalizes mortgage servicing rights at their fair value upon sale of the related loans, amortizes the asset over the estimated life of the serviced loan, and periodically assesses the asset for impairment. The balance of capitalized mortgage servicing rights, net of a valuation allowance, included in other assets at March 31, 2007 and 2006 and December 31, 2006 was $270,000, $474,000, and $324,000, respectively, which equaled the net book value of these rights. The fair market value of the mortgage servicing rights approximated $950,000, $962,000 and $1.0 million, respectively, at March 31, 2007 and 2006 and December 31, 2006. In evaluating the reasonableness of the carrying values of mortgage servicing rights, the Company obtains third party valuations based on loan level data including note rate, type and term of the underlying loans. The model utilizes a variety of assumptions, the most significant of which are loan prepayment assumptions and the discount rate used to discount future cash flows. Prepayment assumptions, which are impacted by loan rates and terms, are calculated using a three-month moving average of weekly prepayment data published by the Public Securities Association and modeled against the serviced loan portfolio by the third party valuation specialist. The discount rate is the quarterly average 10-year US Treasury rate plus 5.0%. Other assumptions include delinquency rates, foreclosure rates, servicing cost inflation, and annual unit loan cost. All assumptions are adjusted periodically to reflect current circumstances. Amortization of the mortgage servicing rights, as well as write-offs of capitalized rights due to prepayments of the related mortgage loans, are recorded as a charge against mortgage servicing income.

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The following summarizes mortgage servicing rights capitalized and amortized, along with the activity in the related valuation allowance:

	Three Months Ended March 31,
(Dollars in thousands)	2007			2006
Balance of loans serviced for others	$	106,751		$	116,283
Mortgage Servicing Rights:
Balance at beginning of year	$	324		$	529
Mortgage servicing rights capitalized		—			—
Amortization charged against mortgage servicing income		(55	)		(55	)
Change in valuation allowance		1			—
Balance at end of period	$	270		$	474
Valuation allowance:
Balance at beginning of year	$	(2	)	$	(3	)
Reduction of impairment reserve		1			—
Balance at end of period	$	(1	)	$	(3	)

NOTE 10 – EMPLOYEE BENEFIT PLANS

Post-retirement Plan

The Company’s post-retirement plan provides medical and life insurance to certain eligible retired employees. The components of the net periodic benefit cost are:

	Three Months Ended March 31,
(Dollars in thousands)	2007			2006
Service cost	$	14		$	11
Interest cost		18			15
Amortization of prior service cost		(5	)		(4	)
Recognized net actuarial loss		1			1
Net periodic benefit cost	$	28		$	23
Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive loss:
Net actuarial loss	$	89		$	—
Net deferred tax benefit		(31	)		—
Total accumulated other comprehensive loss	$	58		$	—
Weighted-average discount rate assumption used to determine benefit obligation		6.00	%		5.70	%
Weighted-average discount rate assumption used to determine net benefit cost		6.00	%		5.70	%

The Company’s expected benefit payments for the second quarter of 2007 are $8,750 and the expected benefit payments for all of 2007 are $35,000. The expected contribution for 2007 is $136,600.

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Supplemental Executive Retirement Plan

The Company also sponsors an unfunded, non-qualified supplemental executive retirement plan (“SERP”) for certain officers. The agreement provides that current active participants, with 5 years of service (vested) and a calculated benefit under the plan, will be paid a life annuity upon retirement at age 55 or older, while vested participants who leave the Company prior to age 55 will be paid a 15-year benefit starting at age 65. For those eligible for benefits, the agreement provides for a minimum 15-year guaranteed benefit for all vested participants. The components of the net periodic benefit cost are:

	Three Months Ended March 31,
(Dollars in thousands)	2007			2006
Service cost	$	77		$	78
Interest cost		65			59
Amortization of transition obligation		—			7
Amortization of prior service cost		5			5
Recognized net actuarial loss		13			19
Net periodic benefit cost	$	160		$	168
Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive loss:
Net actuarial loss	$	957		$	—
Prior service cost		168			—
Net deferred tax benefit		(394	)		—
Total accumulated other comprehensive loss	$	731		$	—
Weighted-average discount rate assumption used to determine benefit obligation		5.90	%		5.55	%
Weighted-average discount rate assumption used to determine net benefit cost		5.90	%		5.55	%

The Company’s expected benefit payments for the second quarter of 2007 are $53,000 and the expected benefit payments for all of 2007 are $211,000. The expected contribution for 2007 is $640,000.

NOTE 11 – RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Financial Accounting Standards Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transitions. FIN 48 is effective for fiscal years beginning after December 15, 2006. The implementation of FIN 48 did not have a material impact on our financial statements. Although not currently in review, tax years 2003 through 2006 are open for audit by the IRS and Maine Revenue Services. If the Company, as a result of an audit, was assessed interest and penalties, the amounts would be recorded through other non-interest expense.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, which gives entities the option to measure eligible financial assets and financial liabilities at fair value on an instrument-by-instrument basis. The election to use the fair value option is available when an entity first recognizes a financial asset or financial liability. Subsequent changes in fair value must be recorded in earnings. SFAS No. 159 contains provisions to apply the fair value option to existing eligible financial instruments at the date of adoption. This statement is effective as of the beginning of an entity’s first fiscal year after November 15, 2007. The Company is in the process of analyzing the impact of SFAS No. 159.

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NOTE 13 – LITIGATION

The Company is a party to litigation and claims arising in the normal course of business. In addition to the routine litigation incidental to its business, Camden National Bank was a defendant in a lawsuit brought by a former commercial customer, Steamship Navigation Company. The former customer claimed Camden National Bank broke a verbal promise for a $300,000 loan to fund operating expenses of its ski resort. As a result of this litigation, 20 of the original 21 counts were dismissed, leaving only the single breach of oral contract count, on which the jury returned a verdict against Camden National Bank and awarded damages of $1.5 million. Management of Camden National Bank and the Company reviewed this matter with counsel and the Company’s outside auditors. Management believed that the allegations were unfounded and that it was probable that the judgment would be reversed upon appeal. As such, the Company filed a motion asking the judge to reverse the jury verdict and accompanying award of damages. On January 11, 2005, the motion was denied. On February 1, 2005, Camden National Bank filed an appeal of the verdict with the Law Court. On October 20, 2005, oral arguments were held to determine if the jury verdict should be upheld. On February 7, 2006, the Maine Supreme Judicial Court upheld a judgment for the plaintiff in the principal amount of $1.5 million. Camden National Bank has also obtained and recorded judgments in the principal amount of $865,000 against Steamship Navigation Company, which partially set off the awarded damages. Based upon the current assessment of settlement negotiations, Camden National Bank recorded a charge to earnings of $645,000, which is the expected net amount of the offsetting judgments. On August 31, 2006, the Court denied Steamship Navigation Company’s motion to revise or set aside Camden National Bank’s judgment, and found that the net judgment due to Steamship Navigation, including post-judgment interest through September 1, 2006, was $638,291. The plaintiff’s attorney filed an appeal arguing that the Court committed errors in this case, and on April 11, 2007, the Law Court heard oral arguments for the appeal. To date, no decision has been rendered.

In order to obtain enhanced coverage and service at a more cost-effective rate for both the Company and its employees, Camden National Corporation added a second health insurance carrier for the plan year beginning July 1, 2006, with several employees remaining covered under the Bankers Health Trust (“BHT”) plan until they were terminated by BHT effective July 7, 2006. On September 7, 2006, the Trustees of the BHT filed a breach of contract suit against the Company seeking recovery of not less than $525,600, the equivalent of 3 months’ premium plus costs and attorneys fees. The Company filed a motion to dismiss on October 2, 2006. The Trustees of the BHT filed an amended complaint on October 12, 2006, to which the Company filed a second motion to dismiss on October 30, 2006. The Company considered the case to be without merit, thus, no reserve for potential expenditure had been recorded. On February 28, 2007, the United States District Court, District of Maine, granted the Company’s motion to dismiss the original and amended complaint, and denied the BHT motion to amend the amended complaint. BHT did not appeal the dismissal, thus concluding this matter.

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ITEM 2. MANAGEMENT’S DISCUSSION OF FINANCIAL CONDITION

AND RESULTS OF OPERATION

FORWARD LOOKING INFORMATION

The discussions set forth below and in the documents we incorporate by reference herein contain certain statements that may be considered forward-looking statements under the Private Securities Litigation Reform Act of 1995. The Company may make written or oral forward-looking statements in other documents we file with the SEC, in our annual reports to stockholders, in press releases and other written materials, and in oral statements made by our officers, directors or employees. You can identify forward-looking statements by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “will,” “should,” and other expressions which predict or indicate future events or trends and which do not relate to historical matters. You should not rely on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Company. These risks, uncertainties and other factors may cause the actual results, performance or achievements of the Company to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Some of the factors that might cause these differences include, but are not limited to, the following:

• general, national or regional economic conditions could be less favorable than anticipated, impacting the performance of the Company’s investment portfolio, quality of credits or the overall demand for services;

• changes in loan default and charge-off rates could affect the allowance for loan and lease losses;

• adverse weather conditions and increases in energy costs could negatively impact State and local tourism, thus potentially affecting the ability of loan customers to meet their repayment obligations;

• declines in the equity markets which could result in impairment of goodwill;

• reductions in deposit levels could necessitate increased and/or higher cost borrowing to fund loans and investments;

• declines in mortgage loan refinancing, equity loan and line of credit activity which could reduce net interest and non-interest income;

• changes in the domestic interest rate environment and inflation, as substantially all of the assets and virtually all of the liabilities are monetary in nature;

• continuation of increases in short-term market interest rates without a corresponding increase in longer-term market interest rates, adversely affecting net interest income;

• misalignment of the Company’s interest-bearing assets and liabilities;

• increases in loan repayment rates affecting net interest income and the value of mortgage servicing rights;

• changes in accounting rules, Federal and State laws, regulations and policies governing financial holding companies and their subsidiaries;

• changes in industry-specific and information system technology creating operational issues or requiring significant capital investment;

• changes in the size and nature of the Company’s competition, including industry consolidation and financial services provided by non-bank entities affecting customer base and profitability;

• changes in the global geo-political environment, such as acts of terrorism and military action; and

• changes in the assumptions used in making such forward-looking statements.

You should carefully review all of these factors, and you should be aware that there might be other factors that could cause these differences, including, among others, the risk factors listed in Item 1A. Risk Factors within our Annual Report on Form 10-K for the year ended December 31, 2006. Readers should carefully review the risk factors described therein and should not place undue reliance on our forward-looking statements.

These forward-looking statements were based on information, plans and estimates at the date of this report, and we do not promise to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

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CRITICAL ACCOUNTING POLICIES

Management’s discussion and analysis of our financial condition are based on the consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of such financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those noted below. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis in making judgments about the carrying values of assets that are not readily apparent from other sources. Under different assumptions or conditions, actual results could differ from the amount derived from our existing estimates.

Allowance for Loan and Lease Losses. In preparing the Consolidated Financial Statements, the ALLL requires the most significant amount of management estimates and assumptions. The ALLL, which is established through a charge to the provision for loan and lease losses, is based on our evaluation of the level of the allowance required in relation to the estimated loss exposure in the loan portfolio. We regularly evaluate the ALLL for adequacy by taking into consideration, among other factors, local industry trends, management’s ongoing review of individual loans, trends in levels of watched or criticized assets, an evaluation of results of examinations by regulatory authorities and other third parties, analyses of historical trends in charge-offs and delinquencies, the character and size of the loan portfolio, business and economic conditions and our estimation of probable losses. We use a risk rating system to determine the credit quality of our loans. In assessing the risk rating of a particular loan, among the factors considered include the obligor’s debt capacity and financial flexibility, the level of the obligor’s earnings, the amount and sources of repayment, the level and nature of contingencies, management strength, and the industry and geography in which the obligor operates. These factors are based on an evaluation of historical information, as well as subjective assessment and interpretation. Emphasizing one factor over another, or considering additional factors that may be relevant in determining the risk rating of a particular loan but which are not currently an explicit part of our methodology, could impact the risk rating assigned by us to that loan. We also apply judgment to derive loss factors associated with each credit facility. These loss factors are determined by facility structure, collateral and type of obligor. The use of different estimates or assumptions could produce different provisions for loan and lease losses, which would affect our earnings. A smaller provision for loan and lease losses results in higher net income, and when a greater amount of provision for loan and lease losses is necessary, the result is lower net income. Monthly, the Corporate Risk Management group reviews the ALLL with the CNB Board of Directors. On a quarterly basis, a more in-depth review of the ALLL, including the methodology for calculating and allocating the ALLL, is reviewed with our Board of Directors, as well as the CNB Board of Directors. For further ALLL information, refer to Item 1A. Risk Factors and the Notes to Consolidated Financial Statements.

Other Real Estate Owned. Periodically, we acquire property in connection with foreclosures or in satisfaction of debt previously contracted. The valuation of this property is accounted for individually at the lower of the “book value of the loan satisfied” or its net realizable value on the date of acquisition. At the time of acquisition, if the net realizable value of the property is less than the book value of the loan, a change or reduction in the ALLL is recorded. If the value of the property becomes permanently impaired, as determined by an appraisal or an evaluation in accordance with our appraisal policy, we will record the decline by showing a charge against current earnings. Upon acquisition of a property valued at $25,000 or more, a current appraisal or a broker’s opinion must substantiate “market value” for the property.

Allowance for Credit Losses. The allowance for credit losses covers our portfolio of lending related commitments. We assess the need for an allowance for lending-related commitments based upon, among other factors, the amount of open commitments, the financial condition of the borrower, and historical losses on credit commitments. In addition, all drawdowns on credit commitments undergo underwriting processes in accordance with our Loan Policy, thus must meet the same underwriting standards.

Other-Than-Temporary Impairment. We record an investment impairment charge at the point we believe an investment has experienced a decline in value that is other than temporary. In determining whether an other-than-temporary impairment has occurred, we review information about the underlying investment that is publicly available, analysts reports, applicable industry data and other pertinent information, and assess our ability to hold the securities for the foreseeable future. The investment is written down to its current market value at the

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time the impairment is deemed to have occurred. Future adverse changes in market conditions, continued poor operating results of underlying investments or other factors could result in further losses that may not be reflected in an investment’s current carrying value, possibly requiring an additional impairment charge in the future.

Mortgage Servicing Rights. Servicing assets are recognized as separate assets when servicing rights are acquired through sale of residential mortgage assets. Capitalized servicing rights are reported in other assets and are amortized into non-interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial residential mortgage assets. Servicing assets are evaluated for impairment based upon the fair value of the rights as compared to amortized costs. Fair value is determined based upon discounted cash flows using market-based assumptions. In periods of falling market interest rates, accelerated loan prepayment speeds can adversely impact the fair value of these mortgage-servicing rights relative to their book value. In the event that the fair value of these assets were to increase in the future, we can recognize the increased fair value to the extent of the impairment allowance but cannot recognize an asset in excess of its amortized book value. When the book value exceeds the fair value, an impairment of these servicing assets, as a result of changes in observable market data relating to market interest rates, loan prepayment speeds and other factors, could impact our financial condition and results of operations either positively or adversely. We have engaged a recognized third party to periodically evaluate the valuation of the mortgage servicing rights asset.

Valuation of Acquired Assets and Liabilities. We are required to record assets acquired and liabilities assumed at their fair value, which is an estimate determined by the use of internal or other valuation techniques. These valuation estimates result in goodwill and other intangible assets. Such assets are subject to ongoing periodic impairment tests and are evaluated using various fair value techniques.

Impairment of Goodwill and Other Intangibles. SFAS No. 142, Goodwill and Other Intangibles, addresses the method of identifying and measuring goodwill and other intangible assets acquired in a business combination, eliminates further amortization of goodwill, and requires periodic impairment evaluations of goodwill. Impairment evaluations are required to be performed annually and may be required more frequently if certain conditions indicating potential impairment exist. If we were to determine that our goodwill was impaired, the recognition of an impairment charge could have an adverse impact on our results of operations in the period that the impairment occurred or on our financial position. Goodwill is evaluated for impairment using several standard valuation techniques including discounted cash flow analyses, as well as an estimation of the impact of business conditions. The use of different estimates or assumptions could produce different estimates of carrying value. We prepare the valuation analyses, which are then reviewed by the Board of Directors. Different estimates or assumptions are also utilized to determine the appropriate carrying value of other assets including, but not limited to, property, plant and equipment, core deposit intangible, and the overall collectibility of loans and receivables.

Interest Income Recognition. Interest on loans is included in income as earned based upon interest rates applied to unpaid principal. Interest is not accrued on loans 90 days or more past due unless they are adequately secured and in the process of collection or on other loans when we believe collection is doubtful. All loans considered impaired are non-accruing. Interest on non-accruing loans is recognized as income when the ultimate collectibility of interest is no longer considered doubtful. When a loan is placed on non-accrual status, all interest previously accrued, but not collected, is reversed against current-period interest income; therefore, an increase in loans on non-accrual status reduces interest income. If a loan is removed from non-accrual status, all previously unrecognized interest is collected and recorded as interest income.

Accounting for Post-retirement Plans. We use a December 31 measurement date to determine the expenses for our post-retirement plans and related financial disclosure information. Post-retirement plan expense is sensitive to changes in eligible employees (and their related demographics) and to changes in the discount rate and other expected rates, such as medical cost trends rates. As with the computations on plan expense, cash contribution requirements are also sensitive to such changes.

Tax Estimates. We account for income taxes by deferring income taxes based on estimated future tax effects of differences between the tax and book basis of assets and liabilities considering the provisions of enacted tax laws. These differences result in deferred tax assets and liabilities, which are included in the Consolidated

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Statement of Condition. We must also assess the likelihood that any deferred tax assets will be recovered from future taxable income and establish a valuation allowance for those assets determined not likely to be recoverable. Judgment is required in determining the amount and timing of recognition of the resulting deferred tax assets and liabilities, including projections of future taxable income. Although we have determined a valuation allowance is not required for all deferred tax assets, there is no guarantee that these assets will be recognizable.

RESULTS OF OPERATIONS

Executive Overview

For the three months ended March 31, 2007:

Net income declined $155,000, or 3.1%, for the three-month period ended March 31, 2007 compared to the three-month period ended March 31, 2006. However, reflecting the favorable impact of the stock repurchase completed on May 3, 2006, net income per diluted share increased 9.1%, to $0.72, compared to $0.66 per diluted share earned during the first quarter of 2006. The following were major factors contributing to the results of the first three months of 2007 compared to the same period of 2006:

• Net interest income decreased $1.8 million, or 12.4%, which was a net result of:

• an increase in interest income of $1.6 million, or 6.3%, which was primarily a function of an increase in loan yields as a result of the rising rate environment (the Prime Rate was 75 basis points higher in the first quarter of 2007 compared to the first quarter of 2006), and higher investment balances and yields.

• an increase in interest expense of $3.4 million, or 30.0%, due to the increase in interest rates paid on deposits and borrowings, and the interest on the junior subordinated debentures, which did not occur until the second quarter of 2006.

• Provision for loan and lease losses decreased $452,000 primarily due to a first quarter improvement in our non-performing assets, and an overall decline in loan balances.

• Non-interest income increased $265,000, or 9.6%, primarily due to an increase in income from fiduciary services at Acadia Trust, N.A., brokerage and insurance commissions at Acadia Financial Consultants, increased income on the debit card product, increased commissions on mortgage insurance sales, and an increase in NSF service fees.

• Non-interest expense decreased $647,000, or 7.0%, primarily due to the first quarter 2006 charge of $645,000 resulting from the Steamship Navigation et al litigation involving Camden National Bank.

Financial condition at March 31, 2007 compared to December 31, 2006:

• Loans decreased $17.9 million, or 1.5%, as payoffs in commercial and consumer loans more than offset the modest growth in residential real estate and municipal loans.

• Investments decreased $8.5 million, or 1.9%, as a result of normal cash flows during this period.

• Deposits increased $3.6 million, or 0.3%, as money market accounts increased $21.9 million, or 8.4%, partially offset by declines in total transaction accounts of $9.1 million, or 3.3%, savings accounts of $6.4 million, or 6.7%, and total certificates of deposit of $2.8 million, or 0.5%.

• Total borrowings decreased $14.4 million, or 3.3%, reflecting the overall increase in deposits and the reduction in earning assets, which combined reduced the need for additional borrowings.

Net Interest Income

Net interest income, on a fully taxable equivalent basis, for the three months ended March 31, 2007 was $12.8 million, a 11.4%, or $1.6 million, decline compared to the net interest income of $14.4 million for the first three months of 2006. Interest income on loans increased $869,000, or 4.2%, during the three-month period of 2007 compared to the same period of 2006, due to a 75 basis point increase in the Prime Rate, which had a positive impact on adjustable rate loans and resulted in an overall increase in the yields on loans. We experienced an

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increase in interest income on investments of $839,000, or 17.3%, during the first three months of 2007 compared to the same period in 2006, due to increases in volumes and an increase in yields as a result of new investments being added to the portfolio at higher yields than maturing investments. Total interest expense increased $3.4 million during the first three months of 2007, compared to the same period in 2006. This increase was the result of increases in higher costing deposit and borrowing volumes, as well as the rising interest rate environment, which affected the costs of both deposits and borrowings, primarily in money market accounts, certificates of deposit, and borrowings from the Federal Home Loan Bank of Boston (“FHLBB”). In addition, during the first quarter of 2007, we recorded $587,000 of interest expense related to the junior subordinated debentures, which did not occur in the first quarter of 2006. Reflecting the continued margin compression resulting from the on-going flatness of the yield curve, the net interest margin (net interest income expressed as a percentage of average interest-earning assets) for the first three months of 2007 was 3.07%, a 56 basis point decline from the 3.63% reported for the same period of 2006.

The following tables, which present changes in interest income and interest expense by major asset and liability category for three months ended March 31, 2007 and 2006, illustrate the impact of average volume growth and rate changes. The income from tax-exempt assets, municipal investments and loans, has been adjusted to a tax-equivalent basis, thereby allowing a uniform comparison to be made between asset yields. Changes in net interest income are the result of interest rate movements, changes in the amounts and mix of interest-earning assets and interest-bearing liabilities, and changes in the level of non-interest-earning assets and non-interest-bearing liabilities. We may utilize derivative financial instruments, such as interest rate swap agreements, which could have an effect on net interest income. The average amount of non-accrual loans can also affect the average yield on all outstanding loans. Average non-accrual loans for the periods ended March 31, 2007 and 2006 were $10.3 million and $8.7 million, respectively.

ANALYSIS OF CHANGES IN NET INTEREST MARGIN

	Three Months Ended March 31, 2007					Three Months Ended March 31, 2006
Dollars in thousands	Amount of Interest			Average Yield/Cost		Amount of Interest			Average Yield/Cost
Interest-earning assets:
Investments (including federal funds sold)	$	5,702		5.04	%	$	4,863		4.83	%
Loans		21,623		7.24	%		20,754		7.01	%
Total interest-earning assets		27,325		6.62	%		25,617		6.46	%
Interest-bearing liabilities:
Demand deposits		0		0.00	%		0		0.00	%
NOW accounts		89		0.35	%		71		0.26	%
Savings accounts		77		0.34	%		83		0.34	%
Money market accounts		3,517		4.59	%		2,111		3.55	%
Certificates of deposit		4,316		4.43	%		3,109		3.56	%
Junior subordinated debentures		587		6.60	%		0		0.00	%
Borrowings		4,490		4.52	%		3,696		4.08	%
Brokered certificates of deposit		1,472		3.99	%		2,124		3.64	%
Total interest-bearing liabilities		14,548		3.62	%		11,194		2.93	%
Net interest income (fully-taxable equivalent)		12,777					14,423
Less: fully-taxable equivalent adjustment		(335	)				(221	)
	$	12,442				$	14,202
Net Interest Rate Spread (fully-taxable equivalent)				3.00	%				3.53	%
Net Interest Margin (fully-taxable equivalent)				3.07	%				3.63	%

Notes: Nonaccrual loans are included in total loans. Tax-exempt interest was calculated using a rate of 35% for fully-taxable equivalent.

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AVERAGE BALANCE SHEETS

	Three Months Ended March 31,
Dollars in thousands	2007		2006
Interest-earning assets:
Investments (including federal funds sold)	$	452,772	$	408,427
Loans		1,211,401		1,200,532
Total interest-earning assets		1,664,173		1,608,959
Cash and due from banks		30,264		31,207
Other assets		72,319		66,507
Less allowance for loan and lease losses		15,038		14,327
Total assets	$	1,751,718	$	1,692,346
Sources of funds:
Demand deposits	$	139,635	$	139,489
NOW accounts		102,193		112,810
Savings accounts		92,363		98,776
Money market accounts		310,784		241,002
Certificates of deposits		395,549		354,036
Borrowings		402,876		367,186
Junior subordinated debentures		36,083		—
Brokered certificates of deposit		149,577		236,610
Total sources of funds		1,629,060		1,549,909
Other liabilities		14,950		13,059
Shareholders’ equity		107,708		129,378
Total liabilities and shareholders’ equity	$	1,751,718	$	1,692,346

ANALYSIS OF VOLUME AND RATE CHANGES ON

NET INTEREST INCOME

	March 31, 2007 Over March 31, 2006
Dollars in thousands	Change Due to Volume			Change Due to Rate			Total Change
Interest-earning assets:
Investments (including federal funds sold)	$	528		$	311		$	839
Loans		188			681			869
Total interest income		716			992			1,708
Interest-bearing liabilities:
NOW accounts		(7	)		25			18
Savings accounts		(5	)		(1	)		(6	)
Money market accounts		611			795			1,406
Certificates of deposit		365			842			1,207
Borrowings		359			435			794
Junior subordinated debentures		0			587			587
Brokered certificates of deposit		(781	)		129			(652	)
Total interest expense		542			2,812			3,354
Net interest income (fully taxable equivalent)	$	174		$	(1,820	)	$	(1,646	)

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Provision for Loan and Lease Losses

During the first quarter of 2007, we provided $100,000 of expense to the ALLL compared to $552,000 in the same period of 2006. Provisions are made to the ALLL in order to maintain the ALLL at a level that we believe is reasonable and reflective of the overall risk of loss inherent in the loan portfolio. We recorded net charge-offs of $160,000 for the first three months of 2007 compared to $79,500 in 2006. In addition, non-performing assets decreased from $13.8 million, or 1.12%, of total loans at December 31, 2006, to $7.9 million, or 0.66% of total loans at March 31, 2007. The decrease in non-performing assets primarily related to two commercial credits placed on nonaccrual during 2006, on which we recovered full principal balance in the first quarter of 2007. We have also experienced a decline in outstanding loan balances due to pay-offs and the irrational competitive pricing and structure on commercial loans. The determination of an appropriate level of ALLL, and subsequent provision for loan and lease losses which affects earnings, is based on our analysis of various economic factors and review of the loan portfolio, which may change due to numerous factors including loan growth, payoffs of lower quality loans, recoveries on previously charged-off loans, improvement in the financial condition of the borrowers, risk rating downgrades/upgrades and charge-offs. We utilize a comprehensive approach toward determining the ALLL, which includes an expanded risk rating system that enables us to more adequately identify the risks being undertaken, as well as migration within the overall loan portfolio. We believe that the ALLL at March 31, 2007 of $14.9 million, or 1.24%, of total loans outstanding was appropriate given the current economic conditions in our service area and the condition of the loan portfolio. As a percentage of total loans outstanding, the ALLL was 1.21% at March 31, 2006 and 1.23% at December 31, 2006.

Non-interest Income

Total non-interest income increased $265,000, or 9.5%, for the three months ended March 31, 2007, compared to the three months ended March 31, 2006. Income from fiduciary services increased $122,000, or 11.4%, due to increases in assets under management and employee benefit administration fee income at Acadia Trust, N.A. Brokerage and insurance commission income increased $87,000, or 77.7%, due to increased sales activity at Acadia Financial Consultants. Service charges on deposit accounts increased $50,000, or 6.3%, primarily due to increased NSF service fees. Other non-interest income increased $71,000, or 79.8%, primarily due to monthly fee income received on the management of a loan portfolio for the Maine State Housing Authority, a service undertaken in May 2006.

Non-interest Expense

Total non-interest expense decreased $647,000, or 7.0%, for the three-month period ended March 31, 2007 compared to the three months ended March 31, 2006. Other non-interest expenses decreased $594,000, or 19.4%, for the first three months of 2007 compared to the first three months of 2006, as we recorded a charge in 2006 of $645,000 resulting from the Steamship Navigation et al litigation involving Camden National Bank, which represented the expected net amount of the offsetting judgments. Salaries and employee benefit costs decreased $90,000, or 1.9%, during the first three months of 2007 compared to 2006, primarily due to decreased health insurance benefit costs and incentive expenses. For the same periods, occupancy costs increased $21,000 due to increased rent, real estate tax and energy costs, and furniture, equipment and data processing costs increased $23,000 primarily due to construction at the Spear Block and investments in technology.

FINANCIAL CONDITION

Assets

During the three months of 2007, average assets of $1.7 billion increased $59.4 million, or 3.5%, compared to the same period in 2006. This increase was the result of an increase in the investment portfolio, in which average investments increased $44.3 million, or 10.9%, to $452.8 million for the first three months of 2007 from $408.4 million for the first three months of 2006. The increase in the investment portfolio primarily resulted from the preinvestment of anticipated cash flows during 2007. The loan portfolio, which averaged $1.2 billion during the first three months of 2007, increased $10.9 million, or 0.9%, as compared to $1.2 billion during the first three months of 2006. The largest increase in average loan balances was in residential real estate loans,

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which increased $31.5 million, or 8.2%, reflecting a steady demand for mortgage loans fueled by continued low long-term interest rates. In addition, average municipal loans increased $10.4 million, or 63.5%, and average consumer loans increased $4.2 million, or 2.2%, primarily reflecting home equity loan activity. Average commercial loans declined $36.0 million, or 5.9%, due to large pay-offs and the current environment of irrational competitive pricing and structuring of commercial loans.

Total assets of $1.7 billion have decreased $29.1 million, or 1.6%, since December 31, 2006, as loan balances have decreased $17.9 million, or 1.5%, due to reasons similar to those stated above, and securities balances have decreased $8.5 million, or 1.9%, as a result of normal cash flows during this period.

Liabilities and Shareholders’ Equity

During the first three months of 2007, average deposits of $1.2 billion increased $7.4 million, or 0.6%, compared to the same period in 2006. Average money market and retail certificate of deposit account balances have increased $69.8 million and $41.5 million, respectively, while average brokered certificates of deposit and transaction account balances have decreased $87.0 million and $10.5 million, respectively. We have increased our use of wholesale borrowings as a funding source, which resulted in average borrowings and long-term debt increasing $71.8 million to $439.0 million, the majority of which are with the FHLBB.

Total liabilities have decreased $34.3 million, or 2.1%, since December 31, 2006, to $1.6 billion at March 31, 2007. Total deposits increased $3.6 million due to an increase of $21.9 million in money market accounts, partially offset by declines in transaction accounts of $9.1 million, savings accounts of $6.4 million, and retail certificates of deposit of $3.9 million. Due to the decrease in total earning assets and the increase in core deposits, we decreased our borrowings $38.7 million, primarily due the settlement of the $24.4 million due to broker for the year end security purchase, and due to reductions in borrowings at the FHLBB.

Total shareholders’ equity at March 31, 2007 increased $5.2 million, or 4.9%, over the balance at December 31, 2006, as a result of the current quarters net income of $4.8 million and the $1.8 million increase in other comprehensive income due to positive changes in the unrealized losses on the available for sale investment portfolio, partially offset by the $1.6 million first quarter shareholder dividend.

LIQUIDITY

Liquidity needs require the availability of cash to meet the withdrawal demands of depositors and credit commitments to borrowers. Liquidity is defined as our ability to maintain availability of funds to meet customer needs, as well as to support our asset base. The primary objective of liquidity management is to maintain a balance between sources and uses of funds to meet our cash flow needs in the most economical and expedient manner. Due to the potential for unexpected fluctuations in both deposits and loans, active management of liquidity is necessary. We maintain various sources of funding and levels of liquid assets in excess of regulatory guidelines in order to satisfy varied liquidity demands. We monitor liquidity in accordance with internal guidelines and all applicable regulatory requirements. As of March 31, 2007 and 2006, our level of liquidity exceeded target levels. We believe that we currently have appropriate liquidity available to respond to liquidity demands. Sources of funds that we utilized consist of deposits, borrowings from the FHLBB and other sources, cash flows from operations, prepayments and maturities of outstanding loans, investments and mortgage-backed securities and the sales of mortgage loans.

Deposits continue to represent our primary source of funds. For the first three months of 2007, average deposits of $1.2 billion increased by $7.4 million, or 0.6%, compared to the first three months of 2006. Comparing average deposits for the first three months of 2007 to 2006, average money market and retail certificate of deposit account balances have increased $69.8 million and $41.5 million, respectively, while average brokered certificates of deposit and transaction account balances have decreased $87.0 million and $10.5 million, respectively. Included in the money market deposit category are deposits from Acadia Trust, N.A., representing client funds. The balance in the Acadia Trust, N.A. client money market account, which was $72.8 million on March 31, 2007, could increase or decrease depending upon changes in the portfolios of the clients of Acadia Trust, N.A. The increase in certificates of deposit during the first three months of 2007 was the result of an increase in rates paid in 2007 compared to 2006, thus attracting increased customer balances.

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Borrowings are used to supplement deposits as a source of liquidity. In addition to borrowings from the FHLBB, we purchase federal funds, sell securities under agreements to repurchase and utilize treasury tax and loan accounts. Average borrowings and long-term debt for the first three months of 2007 was $439.0 million, an increase of $71.8 million, from $367.2 million during the first three months of 2006. The increase included the $36.1 million of junior subordinated debentures, and an increase of $34.0 million in average wholesale borrowings, primarily from the FHLBB, whose advances remained the largest non-deposit-related, interest-bearing funding source. We secure borrowings from the FHLBB with qualified residential real estate loans, certain investment securities and certain other assets available to be pledged. The carrying value of loans pledged as collateral at the FHLBB was $375.6 million and $262.9 million at March 31, 2007 and 2006, respectively. The carrying value of securities pledged as collateral at the FHLBB was $159.2 million and $208.7 million at March 31, 2007 and 2006, respectively. Through our bank subsidiary, we have an available line of credit with FHLBB of $13.0 million at March 31, 2007 and 2006. We had no outstanding balance on the line of credit with the FHLBB at March 31, 2007 and 2006.

In addition to the liquidity sources discussed above, we believe the investment portfolio and residential loan portfolio provide a significant amount of contingent liquidity that could be accessed in a reasonable time period through sales of those portfolios. We also believe that we have additional untapped access to the national brokered deposit market and commercial repurchase agreement market. These sources are considered as liquidity alternatives in our contingent liquidity plan. We believe that the level of liquidity is sufficient to meet current and future funding requirements. However, changes in economic conditions, including consumer saving habits and availability or access to the national brokered deposit and commercial repurchase markets, could significantly impact our liquidity position.

CAPITAL RESOURCES

Under Federal Reserve Board (“FRB”) guidelines, bank holding companies are required to maintain capital based on risk-adjusted assets. These capital requirements represent quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices.

Our capital classification is also subject to qualitative judgments by our regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to average assets (as defined). These guidelines apply to us on a consolidated basis. Under the current guidelines, banking organizations must maintain a risk-based capital ratio of 8%, of which at least 4% must be in the form of core capital (as defined). Our capital ratios and those of our bank subsidiary exceeded regulatory guidelines at March 31, 2007 and 2006. Our Tier 1 to risk-weighted assets was 11.97% and 10.58% at March 31, 2007 and 2006, respectively. In addition to risk-based capital requirements, the FRB requires bank holding companies to maintain a minimum leverage capital ratio of core capital to total assets of 4.0%. Total assets for this purpose do not include goodwill and any other intangible assets and investments that the FRB determines should be deducted. Our leverage ratio at March 31, 2007 and 2006 was 7.88% and 7.31%, respectively.

Although the junior subordinated debentures are recorded as a liability on our Statement of Condition, we are permitted, in accordance with regulatory guidelines, to include, subject to certain limits, the trust preferred securities in our calculation of risk-based capital. At March 31, 2007, the full $35.0 million of the trust preferred securities was included in Tier 1 and total risk-based capital.

Our principal cash requirement is the payment of dividends on our common stock as and when declared by the Board of Directors. We are primarily dependent upon the payment of cash dividends by our subsidiaries to service our commitments. We, as the sole shareholder of our subsidiaries, are entitled to dividends when and as declared by each subsidiary’s Board of Directors from legally available funds. We paid dividends to shareholders in the aggregate amount of $1.6 million for first three months of 2007. For the first three months of 2006, we paid dividends to shareholders in the aggregate amount of $1.7 million.

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CONTRACTUAL OBLIGATIONS AND COMMITMENTS

In the normal course of business, we are a party to credit-related financial instruments with off-balance sheet risk, which are not reflected in the Consolidated Statements of Condition. These financial instruments include lending commitments and letters of credit. Those instruments involve varying degrees of credit risk in excess of the amount recognized in the Consolidated Statements of Condition.

We follow the same credit policies in making commitments to extend credit and conditional obligations as we do for on-balance sheet instruments, including requiring similar collateral or other security to support financial instruments with credit risk. Our exposure to credit loss in the event of nonperformance by the customer is represented by the contractual amount of those instruments. Since many of the commitments are expected to expire without being drawn upon, the total amount does not necessarily represent future cash requirements. At March 31, 2007, we had the following levels of commitments to extend credit:

	Total Amount Committed		Commitment Expires in:
			<1 year		1-3 years		4-5 years		>5 years
(Dollars in thousands)
Letters of Credit	$	1,458	$	918	$	540	$	—	$	—
Other Commitments to Extend Credit		263,265		90,965		28,938		1,679		141,683
Total	$	264,723	$	91,883	$	29,478	$	1,679	$	141,683

We are a party to several off-balance sheet contractual obligations through lease agreements on a number of branch facilities. We have an obligation and commitment to make future payments under these contracts. Borrowings from the FHLBB consist of short- and long-term fixed and variable rate borrowings and are collateralized by all stock in the FHLBB and a blanket lien on qualified collateral consisting primarily of loans with first mortgages secured by one-to-four family properties, certain pledged investment securities and other qualified assets. Other borrowed funds include treasury, tax and loan deposits and securities sold under repurchase agreements. We have an obligation and commitment to repay all borrowings and debentures. These commitments, borrowings, junior subordinated debentures and the related payments are made during the normal course of business. At March 31, 2007, we had the following levels of contractual obligations for the remainder of 2007 and the fiscal years thereafter:

	Total Amount of Obligations		Payments Due Per Period
			<1 year		1-3 years		4-5 years		>5 years
(Dollars in thousands)
Operating Leases	$	3,101	$	450	$	973	$	654	$	1,024
Capital Leases		–		–		–		–		–
Borrowings from the FHLBB		306,087		57,987		202,855		17,000		28,245
Junior Subordinated Debentures		36,083		–		–		–		36,083
Other Borrowed Funds		80,806		60,806		20,000		–		–
Other Long-Term Obligations		–		–		–		–		–
Total	$	426,077	$	119,243	$	223,828	$	17,654	$	65,352

We may use derivative instruments as partial hedges against large fluctuations in interest rates. We may also use interest rate swap and floor instruments to partially hedge against potentially lower yields on the variable prime rate loan category in a declining rate environment. If rates were to decline, resulting in reduced income on the adjustable rate loans, there would be an increased income flow from the interest rate swap and floor instruments. We may also use cap instruments to partially hedge against increases in short-term borrowing rates. If rates were to rise, resulting in an increased interest cost, there would be an increased income flow from the cap instruments. These financial instruments are factored into our overall interest rate risk position. We regularly review the credit quality of the counterparty from which the instruments have been purchased. At March 31, 2007, we had only floor agreements with a notional amount of $50.0 million.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE

ABOUT MARKET RISK

MARKET RISK

Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates/prices, such as interest rates, foreign currency exchange rates, commodity prices and equity prices. Our primary market risk exposure is interest rate risk. The ongoing monitoring and management of this risk is an important component of our asset/liability management process, which is governed by policies established by the CNB Board of Directors, and are reviewed and approved annually. The Board of Directors’ Asset/Liability Committee (“Board ALCO”) delegates responsibility for carrying out the asset/liability management policies to the Management Asset/Liability Committee (“Management ALCO”). In this capacity, Management ALCO develops guidelines and strategies impacting our asset/liability management-related activities based upon estimated market risk sensitivity, policy limits and overall market interest rate levels/trends. The Management ALCO and Board ALCO jointly meet on a quarterly basis to review strategies, policies, economic conditions and various activities as part of the management of these risks.

Interest Rate Risk

Interest rate risk represents the sensitivity of earnings to changes in market interest rates. As interest rates change, the interest income and expense streams associated with our financial instruments also change, thereby impacting net interest income (“NII”), the primary component of our earnings. Board and Management ALCO utilize the results of a detailed and dynamic simulation model to quantify the estimated exposure of NII to sustained interest rate changes. While Board and Management ALCO routinely monitor simulated NII sensitivity over a rolling 2-year horizon, they also utilize additional tools to monitor potential longer-term interest rate risk.

The simulation model captures the impact of changing interest rates on the interest income received and interest expense paid on all interest-earning assets and interest-bearing liabilities reflected on our Statement of Condition, as well as for derivative financial instruments. None of the assets used in the simulation were held for trading purposes. This sensitivity analysis is compared to ALCO policy limits, which specify a maximum tolerance level for NII exposure over a 1-year horizon, assuming no balance sheet growth, given a 200 basis point upward and 200 basis point downward shift in interest rates. A parallel and pro rata shift in rates over a 12-month period is assumed. The following reflects our NII sensitivity analysis as measured during the first quarter of 2007.

Rate Change	Estimated Changes in NII
+200bp	(5.50	)%
-200bp	1.70	%

The preceding sensitivity analysis does not represent a forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions including, among others, the nature and timing of interest rate levels, yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits and reinvestment/replacement of asset and liability cash flows. While assumptions are developed based upon current economic and local market conditions, we cannot make any assurances as to the predictive nature of these assumptions, including how customer preferences or competitor influences might change.

The most significant factors affecting the changes in market risk exposure during the first three months of 2007 were the continued flat yield curve, the reduction of earning assets, the increase in fixed rate loans, and the level of short-term FHLBB borrowings. If rates remain at or near current levels and the balance sheet mix remains similar, net interest income is expected to increase as assets margins continue to widen as assets reprice and replace at higher rate levels, offsetting increased funding costs. In a sustained rising interest rate environment, net interest income is expected to decline during the first two years, as asset yields increases are unable to offset rising funding costs. As funding costs stabilize in the second year, the asset base continues to reprice and replace at higher rates, resulting in a widening of spreads and improving levels of net interest

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income. In a falling interest rate environment, net interest income is expected to initially increase, as liability sensitivity drives short-term funding costs down more quickly with falling market rates, while asset yields are slower to react. Once funding costs stabilize in the second year, assets continue to replace and reprice into the lower rate environment. Accordingly, net interest income declines in a sustained lower rate environment. Should the yield curve steepen as rates fall, pressure on net interest income will be significantly reduced or eliminated entirely. The risk in the various rate scenarios is well within our policy limits.

Periodically, if deemed appropriate, we use interest rate swaps, floors and caps, which are common derivative financial instruments, to hedge interest rate risk position. The Board of Directors has approved hedging policy statements governing the use of these instruments. As of March 31, 2007, we had a notional principal amount of $50.0 million in floor agreements. Board and Management ALCO monitor derivative activities relative to its expectation and our hedging policies.

ITEM 4. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s management conducted an evaluation with the participation of the Company’s Chief Executive Officer and Chief Financial Officer (Principal Financial & Accounting Officer), regarding the effectiveness of the Company’s disclosure controls and procedures, as of the end of the last fiscal quarter covered by this report. In designing and evaluating the Company’s disclosure controls and procedures, the Company and its management recognize that any controls and procedures, no matter how well designed and operated, can provide only a reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer (Principal Financial & Accounting Officer) concluded that they believe the Company’s disclosure controls and procedures are reasonably effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The Company intends to continue to review and document the disclosure controls and procedures, including the internal controls and procedures for financial reporting, and may from time to time make changes to the disclosure controls and procedures to enhance their effectiveness and to ensure that the systems evolve with the Company’s business.

There was no change in the internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is a party to litigation and claims arising in the normal course of business. In addition to the routine litigation incidental to its business, Camden National Bank was a defendant in a lawsuit brought by a former commercial customer, Steamship Navigation Company. The former customer claimed Camden National Bank broke a verbal promise for a $300,000 loan to fund operating expenses of its ski resort. As a result of this litigation, 20 of the original 21 counts were dismissed, leaving only the single breach of oral contract count, on which the jury returned a verdict against Camden National Bank and awarded damages of $1.5 million. Management of Camden National Bank and the Company reviewed this matter with counsel and the Company’s outside auditors. Management believed that the allegations were unfounded and that it was probable that the judgment would be reversed upon appeal. As such, the Company filed a motion asking the judge to reverse the jury verdict and accompanying award of damages. On January 11, 2005, the motion was denied. On February 1, 2005, Camden National Bank filed an appeal of the verdict with the Law Court. On October 20, 2005, oral arguments were held to determine if the jury verdict should be upheld. On February 7, 2006, the Maine Supreme Judicial Court upheld a judgment for the plaintiff in the principal amount of $1.5 million. Camden National Bank has also obtained and recorded judgments in the principal amount of $865,000 against Steamship Navigation Company, which partially set off the awarded damages. Based upon the current assessment of settlement negotiations, Camden National Bank recorded a charge to earnings of $645,000, which is the expected net amount of the offsetting judgments. On August 31, 2006, the Court denied Steamship Navigation Company’s motion to revise or set aside Camden National Bank’s judgment, and found

Page 28

that the net judgment due to Steamship Navigation, including post-judgment interest through September 1, 2006, was $638,291. The plaintiff’s attorney filed an appeal arguing that the Court committed errors in this case, and on April 11, 2007, the Law Court heard oral arguments for the appeal. To date, no decision has been rendered.

In order to obtain enhanced coverage and service at a more cost-effective rate for both the Company and its employees, Camden National Corporation added a second health insurance carrier for the plan year beginning July 1, 2006, with several employees remaining covered under the Bankers Health Trust (“BHT”) plan until they were terminated by BHT effective July 7, 2006. On September 7, 2006, the Trustees of the BHT filed a breach of contract suit against the Company seeking recovery of not less than $525,600, the equivalent of 3 months’ premium plus costs and attorneys fees. The Company filed a motion to dismiss on October 2, 2006. The Trustees of the BHT filed an amended complaint on October 12, 2006, to which the Company filed a second motion to dismiss on October 30, 2006. The Company considered the case to be without merit, thus, no reserve for potential expenditure had been recorded. On February 28, 2007, the United States District Court, District of Maine, granted the Company’s motion to dismiss the original and amended complaint, and denied the BHT motion to amend the amended complaint. BHT did not appeal the dismissal, thus concluding this matter.

ITEM 1A. RISK FACTORS

There have been no material changes in the Risk Factors described in Item 1A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) None

(b) None

(c) In June 2006, the Board of Directors of the Company voted to authorize the Company to purchase up to 750,000 shares of its authorized and issued common stock. The authority, which expires on July 1, 2007, may be exercised from time to time and in such amounts as market conditions warrant. Any repurchases are intended to make appropriate adjustments to the Company’s capital structure, including meeting share requirements related to employee benefit plans and for general corporate purposes. During the first quarter of 2007, we made no purchases under this plan:

Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
1/1/07 – 1/31/07	—	$	—	—	503,487
2/1/07 – 2/28/07	—		—	—	503,487
3/1/07 – 3/31/07	—		—	—	503,487
Total	—	$	—	—	503,487

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

Page 29

ITEM 6. EXHIBITS

(a) Exhibits

(3.i.1) The Articles of Incorporation of Camden National Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed with the Commission on August 10, 2001)

(3.i.2) Articles of Amendment to the Articles of Incorporation of Camden National Corporation, as amended to date (incorporated by reference to Exhibit 3.3 to the Company’s Form 10-Q filed with the Commission on May 9, 2003)

(3.i.3) Articles of Amendment to the Articles of Incorporation of Camden National Corporation, as amended to date*

(3.ii) The Bylaws of Camden National Corporation, as amended to date*

(11.1) Statement re computation of per share earnings (Data required by SFAS No. 128, Earnings Per Share, is provided in Note 2 to the consolidated financial statements in this report)

(23.1) Consent of Berry, Dunn, McNeil & Parker relating to the financial statements of Camden National Corporation*

(31.1) Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*

(31.2) Certification of Principal Financial & Accounting Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*

(32.1) Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

(32.2) Certification of Principal Financial & Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

* Filed herewith

Page 30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CAMDEN NATIONAL CORPORATION
(Registrant)
/s/ Robert W. Daigle	May 4, 2007
Robert W. Daigle	Date
President and Chief Executive Officer
/s/ Sean G. Daly	May 4, 2007
Sean G. Daly	Date
Chief Financial Officer and Principal
Financial & Accounting Officer

Page 31

Exhibit Index

		Page
(3.i.1)	The Articles of Incorporation of Camden National Corporation (incorporated by reference)	—
(3.i.2)	Articles of Amendment to the Articles of Incorporation of Camden National Corporation, as amended to date (incorporated by reference)	—
(3.i.3)	Articles of Amendment to the Articles of Incorporation of Camden National Corporation, as amended to date (incorporated by reference)	33
(3.ii)	The Bylaws of Camden National Corporation, as amended to date(incorporated by reference)	34
(11.1)	Statement re computation of per share earnings (Note 2 to the consolidated financial statements in this report)	—
(23.1)	Consent of Berry, Dunn, McNeil & Parker relating to the financial statements of Camden National Corporation	43
(31.1)	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934	44
(31.2)	Certification of Principal Financial & Accounting Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934	45
(32.1)	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	46
(32.2)	Certification of Principal Financial & Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	47

Page 32

EX-3.(I).3

Exhibit #3.i.3

Articles of Amendment of

Articles of Incorporation of

Camden National Corporation

Camden National Corporation, a corporation organized and existing under the laws of the State of Maine (the “Corporation”), hereby certifies that its Articles of Incorporation are hereby amended as follows:

1. Article Eighth of the Articles of Incorporation shall be replaced in its entirety by the following:

EIGHTH: Other provisions of these articles, if any, including provisions for the regulation of the internal affairs of the corporation, are set out in Exhibit A attached hereto and made a part hereof.

2. Exhibit A of Articles of Incorporation shall read as follows:

In an uncontested election of directors of the corporation, the directors shall be elected by a majority vote of the stockholders of the corporation in the manner provided for in the By-laws of the corporation.

3. The total number of outstanding shares of common stock is 6,621,076. The total number of votes entitled to be cast on the amendment by the holders of common stock as of the record date for the meeting is 6,623,976. The total number of votes of the holders of common stock represented in person or by proxy at the meeting is 5,195,827. The following is the result of the casting of votes on the proposal to approve the amendment to the Articles of Incorporation:

For	Against	Abstain
5,141,229	46,744	7,854

The total number of votes cast FOR the amendment by the holders of common stock was sufficient for approval.

The Corporation has caused these Articles of Incorporation to be signed by Susan M. Westfall, its Senior Vice President, Corporate Controller and Clerk, this 1st day of May 2007.

By:	/s/ Susan M. Westfall
Name:	Susan M. Westfall
Title:	SVP Corporate Controller & Clerk

EX-3.(II)

Exhibit #3.ii

CAMDEN NATIONAL CORPORATION

BYLAWS

ARTICLE I

General

Section 1.1 Name. The name of the Corporation shall be Camden National Corporation.

Section 1.2 Purpose. The purpose of the Corporation shall be to provide a range of financial services, either directly or through its subsidiaries.

Section 1.3 Location. The principal place of business of the Corporation shall be 2 Elm Street, Camden, Maine 04843.

ARTICLE II

Meetings

Section 2.1 Notice of Stockholder Business and Nominations.

(a) Annual Meetings of Stockholders.

(1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual Meeting (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this Bylaw, who is entitled to vote at the meeting, who is present (in person or by proxy) at the meeting and who complies with the notice procedures set forth in this Bylaw. In addition to the other requirements set forth in this Bylaw, for any proposal of business to be considered at an Annual Meeting, it must be a proper subject for action by stockholders of the Corporation under Maine law.

(2) For nominations or other business to be properly brought before an Annual Meeting by a stockholder pursuant to clause (c) of paragraph (a)(1) of this Bylaw, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business of the 90^th day nor earlier than the close of business on the 120^th day prior to the first anniversary of the preceding year’s Annual meeting. Notwithstanding the foregoing, in the event that the date of the Annual Meeting is advanced by more than 30 days before or delayed by more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120^th day prior to such Annual Meeting and not later than the close of business on the later of the 90^th day prior to such Annual Meeting or the 10^th day following the day on which public announcement of the date of such meeting is first made. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, any material interest in such business of such stockholder and the beneficial owner, if any, on whose

behalf the proposal is made, and the names and addresses of other stockholders known by the stockholder proposing such business to support such proposal, and the class and number of shares of the Corporation’s capital stock beneficially owned by such other stockholders; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, and (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner.

(3) Notwithstanding anything in the second sentence of paragraph (a)(2) of this Bylaw to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least 85 days prior to the first anniversary of the preceding year’s Annual Meeting, a stockholder’s notice required by this Bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10^th day following the day on which such public announcement is first made by the Corporation.

(b) General.

(1) Only such persons who are nominated in accordance with the provisions of this Bylaw shall be eligible for election and to serve as directors and only such business shall be conducted at an Annual Meeting as shall have been brought before the meeting in accordance with the provisions of this Bylaw. The Board of Directors or a designated committee thereof shall have power to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the provisions of this Bylaw. If neither the Board of Directors nor such designated committee makes a determination as to whether any stockholder proposal or nomination was made in accordance with the provisions of this Bylaw, the presiding officer of the Annual Meeting shall have the power and duty to determine whether the stockholder proposal or nomination was made in accordance with the provisions of this Bylaw. If the Board of Directors or a designated committee thereof or the presiding officer, as applicable, determines that any stockholder proposal or nomination was not made in accordance with the provisions of this Bylaw, such proposal or nomination shall be disregarded and shall not be presented for action at the Annual Meeting.

(2) For purposes of this Bylaw, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights of (i) stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) the holders of any series of Preferred Stock to elect directors under specified circumstances.

(c) Required Vote for Directors.

(1) Majority Vote. Each director to be elected by stockholders shall be elected by the vote of the majority of the votes cast at any meeting for the election of directors at which a quorum is present, provided that if the number of nominees exceeds the number of directors to be elected (a “contested election”), nominees who receive a plurality of the votes cast at any meeting for the election of directors at which a quorum is present shall be elected as directors. For purposes of this By-Law, a majority of votes cast shall mean that the number of shares voted “for” a director’s election exceeds the number of votes “withheld” with respect to that director’s election. Votes cast shall include votes cast for and votes to withhold authority for the election of a director and shall exclude abstentions with respect to that director’s election.

(2) Resignation. If a nominee for director who is an incumbent director is not elected pursuant to Section 2.1(c)(1) above and no successor has been elected at such meeting, the Corporate Governance Committee shall make a recommendation to the Board of Directors as to whether to accept or reject the resignation tendered pursuant to Section 2.2(d) below, or whether other action should be taken. The Corporate Governance Committee shall make such recommendation no later than the 30^th day following the date of the certification of the election result, or such later date as may be determined by a majority of the Board of Directors. The Board of Directors shall act on the tendered resignation, taking into account the Corporate Governance Committee’s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. The Corporate Governance Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who so tendered his or her resignation shall not participate in the recommendation of the Corporate Governance Committee or the decision of the Board of Directors with respect to his or her resignation. If such incumbent director’s resignation is not accepted by the Board of Directors, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board of Directors pursuant to this By-Law, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of Section 3.8 or may decrease the size of the Board of Directors pursuant to the provisions of Section 3.8.

(d) Submission of Questionnaire, Representation, Agreement and Resignation. To be eligible to be a nominee for election or re-election as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 2.1(a)(2)of this By-Law) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon-written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) will abide by the requirements of Section 2.1(c) of this By-Law, (B) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (C) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, (D) beneficially owns, or agrees to purchase within ninety (90) days if elected as a director of the Corporation, shares of stock of the Corporation having a market value of $25,000.00 (“Qualifying Shares”), and will not dispose of such shares so long as such person is a director, and has disclosed therein whether all or any portion of the Qualifying Shares were purchased with any financial assistance provided by any other person and whether any other person has any interest in the Qualifying Shares, and (E) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation. The Board of Directors may, in its discretion, permit a person to satisfy the Qualifying Shares requirement set forth in clause D above by agreeing to purchase within 90 days of such person’s election as a Director at least 100 shares of stock of the Corporation and applying 100% of such person’s directors fees, after taxes, to purchasing the balance of the Qualifying Shares. If such nominee currently serves on the Board of Directors, such representation and agreement shall be accompanied by an executed letter of resignation in the form provided by the Secretary, providing that for the resignation of such director effective upon the occurrence of both (i) failure of the director to be elected pursuant to the terms of Section 2.2(c)(1) above and (ii) acceptance of such resignation by the Board of Directors of the Company pursuant to Section 2.2(c)(2) above.

(e) Notice in place of Meeting. The regular annual meeting of the shareholders of Camden

National Corporation for the election of Directors and for the transaction of whatever business may properly be the subject of the meeting shall be held between 9:00 a.m. and 9:00 p.m. on the last Tuesday of April of each year at 245 Commercial Street, Rockport, Maine 04856 or at such other time, date and/or place as the Board of Directors may designate. Notice of the regular annual meeting shall be mailed, postage prepaid, no fewer than ten (10) days and no more than sixty (60) days prior to the date of the meeting, addressed to each shareholder at the address appearing on the books of the Corporation as of the record date which shall be a date not more than seventy (70) days prior to the date of the meeting. If, for any cause, an election of Directors is not made on the said day, the Board of Directors shall order the election to be held on some subsequent day, as soon thereafter as practicable, according to the provisions of law. Notice of the revised election date for directors shall be given in the manner provided for the annual meeting.

Section 2.2 Special Meetings. Special meetings of the shareholders may be called for any purpose at any time by the Board of Directors, except as otherwise specifically provided by statute. Notice of a special meeting, unless otherwise provided by law, shall be mailed, postage prepaid, no fewer than ten (10) days and no more than sixty (60) days prior to the date fixed for such meeting, to each shareholder at the address on the books of the Corporation as of the record date. The record date shall be a date not more than seventy (70) days prior to the date of the meeting and shall contain a description of the purpose or purposes for which the special meeting is being called.

Section 2.3 Adjournment of Meeting. When any meeting is convened, the Chairperson may adjourn the meeting if (a) no quorum is present for the transaction of business, (b) the Board of Directors determines that adjournment is necessary or appropriate to enable the stockholders to consider fully information which the Board of Directors determines has not been made sufficiently or timely available to stockholders, or (c) the Board of Directors determines that adjournment is otherwise in the best interests of the Corporation. When any Annual Meeting or special meeting of stockholders is adjourned to another hour, date or place, notice need not be given of the adjourned meeting other than an announcement at the meeting at which the adjournment is taken of the hour, date and place, if any, to which the meeting is adjourned and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting; provided, however, that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting shall be given to each stockholder of record entitled to vote thereat and each stockholder who, by law or under the Articles of Incorporation of the Corporation (as the same may hereafter be amended and/or restated, the “Articles”) or these Bylaws, is entitle to such notice.

Section 2.4 Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized and appointed in writing. No officer or employee of the Corporation shall act as a proxy unless, in the case of a corporate shareholder, the officer or employee of the Corporation is duly appointed according to the bylaws of the corporate shareholder. Proxies shall be valid only for one meeting, to be specified therein, and any adjournment of the meeting. Proxies shall be dated and shall be filed with the records of the meeting.

Section 2.5 Quorum. One-third of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law. Less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice.

Section 2.6 Voting. Cumulative voting shall not be permitted in voting for the election of Directors or for any other purpose. A majority of the votes cast shall decide every issue or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Incorporation.

Section 2.7 Voting Inspectors. Every meeting for the election of Directors and other meeting at which shareholders vote shall be managed by at least one voting inspector appointed by the Board of Directors who shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability. The voting inspector(s) shall (a) ascertain the number of shares outstanding the voting power of each; (b) determine the shares represented at the meeting; (c) determine the validity of proxies and ballots; (d) count all votes; and (e) determine and certify the result.

ARTICLE III

Board of Directors

Section 3.1 Board of Directors. The Board of Directors (hereinafter referred to as the “Board”), shall have the power to manage and direct the business and affairs of the Corporation. All powers of the Corporation shall be vested in and may be exercised by said Board or their duly authorized and appointed agent(s), except as may be expressly limited by law.

Section 3.2 Number. The Board shall consist of an odd number of Directors of not less than seven (7) and no more than eleven (11) individuals at any given time with each Director to be elected for a three (3) year term. The Directors of the Corporation shall be divided into three classes and one-third of the Directors, or as near one-third as possible, shall be assigned to each class with the terms of each class being staggered. The number of Directors may be increased or decreased in accordance with the above limits from time to time by resolution of the shareholders or of the Board.

Section 3.3 Chairperson of the Board. The Board shall appoint one of its members to be Chairperson of the Board to oversee and direct the Board. Such person shall preside at meetings of the Board and shall supervise the implementation of the policies adopted or approved by the Board. The Chairperson may exercise such further powers and duties as from time to time may be conferred upon, or assigned by, the Board. The Chairperson shall preside at all meetings of the shareholders and shall establish rules for the conduct of meetings, unless the Board decides otherwise.

Section 3.4 Election. The properly nominated Directors shall be voted upon by the shareholders at the annual meeting as set forth in Section 2.1 of these Bylaws or at any special meeting called for the election of Directors. Each shareholder shall be entitled to cast one vote for each share of capital stock owned, and in the event the number of Directors to be elected is less than the number of nominees, those nominees receiving the most votes in descending order shall be deemed elected until all such vacancies are filled.

Section 3.5 Regular Meeting. The regular meetings of the Board shall be held monthly, without notice, on the last Tuesday of the month at 245 Commercial Street, Rockport, Maine 04856 or at such other date and/or place as the Board shall decide. When any regular meeting of the Board falls upon a holiday, the meeting shall be held on the next corporation business day unless the Board designates another day.

Section 3.6 Special Meetings. Special meetings of the Board may be called by the Chairperson or by the Chief Executive Officer, or upon written request signed by at least a majority of Directors. Each member of the Board shall be given at least two (2) days notice by telephone, letter, facsimile or in person, stating the date, time and place for the special meeting.

Section 3.7 Quorum and Voting. A majority of the Directors shall constitute a quorum at any meeting unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every issue or matter before the Board at any meeting, unless otherwise provided by law or by the Articles of Incorporation.

Section 3.8 Vacancies. When any vacancy on the Board occurs including those created by an increase in the number of Directors, the remaining members of the Board may appoint a Director to fill such vacancy at any regular meeting of the Board or at a special meeting called for that purpose.

Section 3.9 Removal. The shareholders may remove a Director with or without cause by affirmative vote of at least a majority of the shares entitled to vote on the removal at a special meeting called for that specific purpose.

Section 3.10 Liability of Directors. The Directors of the Corporation shall not be liable to the Corporation or

its shareholders for money damages for any action taken or for any failure to take an action as a Director except liability for (1) the amount of financial benefit received by a Director to which the Director is not entitled, (2) an intentional infliction of harm on the Corporation or its shareholders, (3) a violation of 13-C M.R.S.A. § 833, or (4) an intentional violation of criminal law.

Section 3.11 Indemnification for Liability of Directors The Corporation shall indemnify any Director for liability, as defined by 13-C M.R.S.A. § 851(5), to any person or for any action taken or for any failure to take an action as a Director except liability for (1) receipt of a financial benefit to which the Director is not entitled, (2) an intentional infliction of harm on the Corporation or its shareholders, (3) a violation of 13-C M.R.S.A. § 833, or (4) an intentional violation of criminal law.

ARTICLE IV

Committees of the Board

Section 4.1 Creation and Authority. The Board may create committees and appoint Directors to serve on them at the pleasure of the Board. At least two Directors must be appointed to serve on any such committee. The creation of a committee and appointment of Directors to serve on a committee shall be approved by a majority vote of the Board. A committee may not:

a. authorize distributions;

b. approve or propose to shareholders action that the Maine Business Corporation Act, 13- C M.R.S.A. §§ 101 et seq., requires be approved by shareholders;

c. fill vacancies on the Board or on any committee;

d. amend the Articles of Incorporation

e. adopt, amend or repeal these Bylaws;

f. approve a plan of merger not requiring shareholder approval;

g. authorize or approve reacquisition of shares, except according to a formula or method prescribed the Board;

h. authorize or approve the issuance or sale or contract for sale of shares or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board may authorize a committee or the Chief Executive Officer or other senior executive officer to do so within limits specifically prescribed by the Board.

Section 4.2 Governance Committee. There shall be a Governance Committee composed of not less than three (3) Directors and for which the Chairperson of the Board shall serve as the Chair. The Governance Committee shall be responsible for making recommendations to the Board for (a) nomination of Directors and Officers and for establishment of criteria for the selection of all such nominees, (b) establishment of the tenure and retirement policy for Directors, (c) review of the effectiveness of the Board, (d) selection of committee chairs, (e) recommendation of amendments to the Articles of Incorporation or these Bylaws, and such other duties assigned to it by the Board of Directors.

Section 4.3 Audit Committee. There shall be an Audit Committee composed of not less than three (3) Directors, who shall be appointed by the Board annually or more often, each of whom shall have the ability to read and understand fundamental financial statements and all of whom shall be independent of the Officers or management of the Corporation and all of whom shall be free of any relationship that, in the opinion of the Board, would interfere with their exercise of independent judgment as a member of the Audit Committee. The Audit Committee shall be responsible for obtaining, reviewing and reporting to the Board on financial examinations and audits and shall also recommend to the Board policies and procedures to ensure the safety and soundness of operating practices, procedures and controls. The Audit Committee shall be responsible for the appointment, compensation, retention and oversight of the work of any independent auditor of the Corporation. The Audit Committee shall have sufficient authority and funding to engage any independent advisors and/or consultants that it deems necessary in order to carry out its duties in a diligent and appropriate manner.

Section 4.4 Compensation Committee. There shall be a Compensation Committee composed of not less than three (3) Outside directors who shall be appointed by the Board annually or more often, whose duty it shall be to oversee and review (a) salary administration including executive compensation and fringe benefits, (b) development of competencies for Officer selection criteria, (c) title recommendations, (d) performance management systems, (e) human resource development systems, and (e) employee relations.

Section 4.5 Capital Committee. There shall be a Capital Committee composed of not less than three (3) Directors appointed by the Board annually or more often, whose duty it shall be to review and to advise the Board on matters pertaining to the capitalization of the Corporation including, but not necessarily limited to, the issuance or reacquisition of capital stock, payment of dividends or other distributions to shareholders of capital stock, creation of additional classes or series of shares, and any policies pertaining to these matters.

Section 4.6 Other Committees. The Board of Directors may establish such other committees as it deems necessary or convenient to exercise such authority as granted to the committee by the Board of Directors provided, however, that no committee shall engage in such conduct prohibited under Section 826(5) of the Maine Business Corporation Act.

ARTICLE V

Officers

Section 5.1 Chief Executive Officer. The Board shall appoint one of its members to be Chief Executive Officer of the Corporation. In the absence of the Chairperson, the Chief Executive Officer shall preside at any meeting of the Board. The Chief Executive Officer shall have general executive powers, and shall have and may exercise any and all other powers and duties which pertain by law, regulation, or practice to the office of the Chief Executive Officer, or which are imposed by these Bylaws. The Chief Executive Officer shall also have and may exercise such further powers and duties as from time to time may be conferred, assigned or authorized by the Board.

Section 5.2 Secretary. The Board shall delegate to one of the officers responsibility for preparing minutes of the Directors and Shareholders meetings for authenticating records of the corporation. The Secretary shall be responsible for preparing, or causing to be prepared, accurate minutes of all Board and shareholder meetings and shall be responsible for authenticating records of the Corporation.

Section 5.3 Other Officers. The Board may appoint such other Officers as from time to time may appear to the Board to be required or desirable to manage and transact the business of the Corporation. Such Officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon, or assigned to them by the Board, the Chairperson, or the Chief Executive Officer.

Section 5.4 Tenure of Office. The Chief Executive Officer and all other Officers shall hold office until such time as they shall resign, become disqualified, or be removed by majority vote of the Board. Any vacancy occurring in the office of Chief Executive Officer shall be filled promptly by the Board.

Section 5.5 Indemnification of Officers The Corporation may indemnify, in whole or in part, any Officer of the corporation for liability, as liability is defined by the language of 13-C M.R.S.A. § 851(5), to any person or for action taken or any failure to take an action as an officer except liability for (1) receipt of a financial benefit to which the officer is not entitled, (2) an intentional infliction of harm on the Corporation or its shareholders, or (3) an intentional violation of criminal law. The decision as to whether the Corporation will indemnify an Officer for said liability and, if so, to what extent, shall be determined by the Board within a reasonable period of time of having received a written request for indemnification from the Officer. The Board may, in their discretion, determine to postpone decision on any such request for indemnification if additional information is needed in order to properly consider the request. Further, if after making a final decision, the Officer presents additional relevant information that was not previously available, the Board may reconsider the matter.

ARTICLE VI

Clerk

Section 6.1 Clerk. The Board shall appoint as Clerk an individual who is a resident of the State of Maine and who shall maintain a registered office at some fixed place within the State of Maine, which may be, but need not be, the Corporation’s place of business. The Clerk may be, but is not required to be, one of the

Directors or Officers of the Corporation, however, the Clerk is not an Officer of the Corporation in his/her capacity as Clerk. The powers and duties of the Clerk shall include (a) keeping on file a list of all shareholders of the Corporation; (b) keeping, in a book kept for that purpose, the records of all shareholders’ meetings, including records of all votes and minutes of the meetings; (c) mailing or otherwise delivering all notices required by these Bylaws, the Articles of Incorporation and/or required by law to be given; (d) acting as custodian of the corporate records; (e) exercising any and all other powers and duties granted to or imposed upon the Clerk by these Bylaws, the Articles of Incorporation, the Board, or by law, regulation or practice.

ARTICLE VI

Stock

Section 7.1 Shares of Stock. The corporation has one class of shares of capital stock which, as a class, has unlimited voting rights and which is entitled to receive the net assets of the corporation upon dissolution.

Section 7.2 Certificates. Certificates of stock shall bear the signature of the Chief Executive Officer (which may be engraved, printed or impressed), and shall be signed, either manually or in facsimile, by the Secretary or any other officer appointed by the Board for that purpose and the seal of the Corporation shall be engraved thereon. Each certificate shall recite on its face the name of the person to whom it is issued, the number of shares represented, that it is issued by “Camden National Corporation, a corporation organized under the laws of the State of Maine,” and that said shares are transferable only upon the books of the Corporation properly endorsed.

Section 7.3 Transfers. Shares of stock shall be transferable on the books of the Corporation, and a transfer book shall be kept in which all transfers of shares shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to his shares, succeed to all rights of the prior holder of such shares.

Section 7.4 Consideration for Issuance of Shares. The Board may authorize shares to be issued for consideration consisting of tangible or intangible property or benefit to the Corporation including, but not necessarily limited to, cash, promissory notes, services performed, contracts for services to be performed or other securities of the Corporation. Before the Corporation issues shares, the Board must determine that the consideration received or to be received for shares to be issued is adequate. When the Corporation receives consideration for which the Board has authorized the issuance of shares, those shares issued are fully paid and nonassessable. The Corporation may place in escrow shares issued for a contract for future services or benefits or for a promissory note or may make other arrangements to restrict the transfer of the shares and may credit distributions in respect of the shares against their purchase price until the services are performed, the note is paid or the benefits received. If the services are not performed, the note is not paid or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or in part.

Section 7.5 Share Options. The Board may authorize the issuance of rights, options and/or warrants for the purchase of shares and shall determine the terms upon which the rights, options and/or warrants are issued, their form and content and the consideration for which the shares are to be issued.

ARTICLE VIII

Corporate Seal

Section 8.1 Corporate Seal. The Chief Executive Officer, the Clerk, the Secretary or any other Director or Officer designated by the Board of Directors, shall have authority to affix the corporate seal to any document requiring such seal, and to attest the same.

ARTICLE IX

Records

Section 9.1 Records. Upon prior written notice of least 5 business days, a shareholder may inspect and copy the following records of the Corporation:

a. articles or restated articles of incorporation and all amendments thereto currently in effect;

b. bylaws or restated bylaws and all amendments thereto currently in effect;

c. resolutions adopted by the Board creating one or more classes or series of shares and fixing their relative rights, preferences and limitations, if shares issued pursuant to those resolutions are outstanding;

d. minutes of all shareholders’ meetings for the past 3 years;

e. all written communications to shareholders generally within the past 3 years, including any financial statements furnished for the past 3 years pursuant to 13-C M.R.S.A. § 1620;

f. a list of the names and business addresses of the current directors and officers of the Corporation; and

g. the most recent annual report delivered to the Secretary of State pursuant to 13-C M.R.S.A. § 1621.

If a shareholder requests to inspect and/or copy any documents other than those listed in (a) through (g) above, including but not necessarily limited to, (1) excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the Board without a meeting, (2) accounting records of the corporation (3) the record of shareholders, the shareholder must describe with reasonable particularity the shareholder’s purpose for the request and the records the shareholder desires to inspect and must reasonably satisfy the Corporation that the request is made in good faith and for a proper purpose and that the records requested are directly connected with the shareholder’s proper purpose. If required by the Corporation, the shareholder must sign a confidentiality and/or nondisclosure agreement in connection with financial information about the Corporation that might be obtained by the shareholder in connection with the request.

ARTICLE X

Amendment of Bylaws

Section 10.1 Amendment of Bylaws. The Bylaws of the Corporation may be amended by either the Board or by the Shareholders, except as otherwise mandated by statute by an affirmative vote of a majority of the outstanding shares entitled to vote on such Amendment.

EX-23.1

Exhibit #23.1

Consent of Independent Registered Public Accounting Firm

As the independent registered public accountants of Camden National Corporation, we hereby consent to the incorporation of our report included in this Form 10-Q, into the Company’s previously filed Registration Statements File Numbers 333-95157, 333-68598, 333-106403 and 333-108214.

Berry, Dunn, McNeil & Parker

Portland, Maine

May 4, 2007

EX-31.1

Exhibit #31.1

CERTIFICATION

I, Robert W. Daigle, certify that:

I have reviewed this quarterly report on Form 10-Q of Camden National Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 4, 2007
	/s/ Robert W. Daigle
	Robert W. Daigle
	President and Chief Executive Officer

EX-31.2

Exhibit #31.2

CERTIFICATION

I, Sean G. Daly, certify that:

I have reviewed this quarterly report on Form 10-Q of Camden National Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 4, 2007
	/s/ Sean G. Daly
	Sean G. Daly
	Chief Financial Officer and Principal
	Financial & Accounting Officer

EX-32.1

Exhibit #32.1

Certification of Periodic Financial Report

Pursuant to 18 U.S.C. Section 1350

The undersigned officer of Camden National Corporation (the “Company”) hereby certifies that the Company’s quarterly report on Form 10-Q for the period ended March 31, 2007 to which this certification is being furnished as an exhibit (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided pursuant to 18 U.S.C. Section 1350 and Item 601(b)(32) of Regulation S-K (“Item 601(b)(32)”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act. In accordance with clause (ii) of Item 601(b)(32), this certification (a) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability of this section, and (b) shall not be deemed to be incorporated by reference into any filing under the Securities Act of the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

/s/ Robert W. Daigle	May 4, 2007
Robert W. Daigle	Date
President and Chief Executive Officer

EX-32.2

Exhibit #32.2

Certification of Periodic Financial Report

Pursuant to 18 U.S.C. Section 1350

The undersigned officer of Camden National Corporation (the “Company”) hereby certifies that the Company’s quarterly report on Form 10-Q for the period ended March 31, 2007 to which this certification is being furnished as an exhibit (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided pursuant to 18 U.S.C. Section 1350 and Item 601(b)(32) of Regulation S-K (“Item 601(b)(32)”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act. In accordance with clause (ii) of Item 601(b)(32), this certification (a) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability of this section, and (b) shall not be deemed to be incorporated by reference into any filing under the Securities Act of the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

/s/ Sean G. Daly	May 4, 2007
Sean G. Daly	Date
Chief Financial Officer and Principal
Financial & Accounting Officer