PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement ("Agreement") is made and entered into as of this 29th day of June, 2012 (the "Effective Date") by and between Camden National Bank, a national banking association, organized under the laws of the United States, with its principal office located in Camden, Maine ("Seller") and The First, N.A., a national banking association, organized under the laws of the United States, with its principal office located in Damariscotta, Maine ("Purchaser").

In consideration of the mutual covenants and promises hereinafter set forth, Seller and Purchaser agree as follows:

1.      PREMISES.  Seller agrees to sell and Purchaser agrees to purchase, on the terms and conditions contained in this Agreement, the land, building and improvements located at 145 Exchange Street, Penobscot County, Bangor, Maine, and all improvements thereon and all rights and easements appurtenant thereto (together, the "Premises").  The land comprising the Premises is described on Exhibit A attached hereto.  Included in this sale are the fixtures and personal property listed on Exhibit B attached hereto and Seller's tenant interest in a certain Lease dated September 20, 2004, by and between the City of Bangor and UnitedKingfield Bank, Seller's predecessor in interest, a copy of which is attached hereto as Exhibit C (the "Parking Lease").  The Parking Lease requires the City of Bangor's consent to assignment; Seller shall use good faith efforts to obtain such consent prior to Closing (as defined below).

2.      PURCHASE PRICE.  Subject to any adjustments and prorations hereinafter described, the purchase price for the Premises shall be Two Million Two Hundred Thirty Five Thousand U.S. Dollars ($2,235,000.00), to be paid by immediately-available funds at the Closing.

3.      TITLE.  Seller shall convey the Premises at the Closing in fee simple with good and marketable title, free and clear of all liens and encumbrances, excepting permitted encumbrances (any encumbrance not objected to by Purchaser) and those encumbrances that do not materially interfere with the current use of the Premises.  Purchaser shall have 30 days from the date of this Agreement in which to give Seller written notice of any alleged title defects in the

 Premises arising on or before the date of this Agreement.  In the event that Seller is unable to or elects not to cure any such title defects within thirty (30) days after written notice from Purchaser, then this Agreement shall be terminated and neither party shall have any further obligation hereunder unless Purchaser elects to proceed to Closing by waiving its objection.  In the event Purchaser does not notify Seller of any title defects within said 30 days, then Purchaser shall be deemed to waive any objection thereto, it being agreed that any mortgages affecting the Premises shall be discharged at or before the Closing.  Purchaser shall have until the Closing to notify Seller of any title defects arising after the date of this Agreement, and in the event that Seller is unable to cure any such title defects within thirty (30) days after written notice from Purchaser, despite Seller's good faith effort to do so, then this Agreement shall be terminated and neither party shall have any further obligation hereunder unless Purchaser elects to proceed to Closing by waiving its objection. Seller may, at the time of delivery of the deed, use the purchase proceeds or any portion thereof to clear the title of liens, provided that all instruments so procured are delivered simultaneously with the delivery of the deed.

4.      INSPECTIONS.  Purchaser or its agents or contractors may enter onto the Premises during Seller's business hours (or after business hours in connection with customer areas) until the Closing in order to conduct inspections, surveys, and such other investigations of the Premises as Purchaser elects with Seller's consent, such consent not to be reasonable withheld.  Following the exercise of any of Purchaser's inspection rights hereunder, Purchaser promptly shall restore any portion of the Premises disturbed to the extent reasonably practicable to its condition prior to disturbance.  Purchaser shall provide to Seller telephonic or e-mail notice of such inspections at least twenty-four (24) hours prior to entry on the Premises, and Purchaser and its agents and contractors shall conduct such inspections and investigations without material disruption to Seller's business.  Purchaser shall indemnify and hold Seller harmless for all claims, damages, causes of action, judgments, penalties, fines, costs and expenses, including without limitation attorneys', paralegals' and expert witnesses' fees and court costs, incurred by Seller in connection with the exercise by Purchaser or its employees, agents, or contractors, of the investigation and inspection rights contained in this paragraph.

Purchaser acknowledges and agrees that Purchaser is entering into this Agreement and

 shall perform all of its obligations hereunder and consummate the transaction contemplated by this Agreement solely in reliance on and as a result of Purchaser's own inspections and investigations and that Seller has made no representation or warranty with respect to the Premises.  Purchaser acknowledges that this paragraph was a negotiated part of this Agreement and serves as an essential component of consideration for the same.

5.      CLOSING; DEED.  The "Closing" shall take place simultaneous with, and at the same location as, the closing of the transactions contemplated in a Purchase and Assumption Agreement or near or even date by and between Seller and Purchaser with respect to the transfer of certain banking operations in the State of Maine from Seller to Purchaser (the "PAA").  It shall be a condition of Purchaser's obligation to close under this Agreement that all conditions to the closing of the PAA shall have been met or waived such that the closing of the transactions contemplated in the PAA may occur simultaneously with the Closing..  At the Closing, Seller shall execute and deliver to Purchaser, or Purchaser's nominee, against payment of the purchase price, a Quitclaim Deed with Covenant for the Premises in accordance with the Short Form Deeds Act, 33 M.R.S.A. 761 et seq. (the "Deed").   Seller also shall execute and deliver to Purchaser at the Closing the following: (i) a customary and reasonable title insurance Seller's Affidavit regarding persons in possession and mechanics' liens; (ii) a 1099-S data form; (iii) a FIRPTA affidavit; (iv) Form REW-3; (v) Form W-9; (vi) an underground storage tank affidavit to comply with 38 M.R.S.A. § 563(6); (vii) evidence of Seller's existence and authority to satisfy the customary seller authority requirements for issuance of an owner's title insurance policy; (viii) a real estate transfer tax declaration of value form; (ix) a commercially reasonable assignment of the Leases and the Parking Lease; (x) the Lease Back; and (xi) a settlement statement.

6.      ADJUSTMENTS, PRORATIONS AND CLOSING COSTS.

7.      POSSESSION; LEASE BACK.  Seller shall deliver posses­sion of the Premises to Purchaser at the Closing, free of all leases, tenancies or occupancies by any person, except for leases with the following tenants: Professional Information Networks, Wagner Forest Management, Russell & Silver, P.A., and Tidewater Telecommunications (the "Tenants"), copies of such leases being attached hereto as Exhibit D (the "Leases").  Seller shall use good faith efforts to obtain estoppel certificates from each tenant under the Leases within 45 days of the date of this Agreement, such estoppel certificates to be in the form attached hereto as Exhibit E.  Seller covenants and agrees that it shall not modify any of the Leases, or enter into any new leases with respect to the Premises, prior to the Closing without the consent of Purchaser which consent shall not be unreasonably withheld, conditioned or delayed.

At the Closing, Seller and Purchaser shall enter into a lease (the "Lease Back") for the space depicted on Exhibit F attached: "CNB Space A" (2,619 square feet which includes computer room and training area on the first floor of the building on the Premises) and "CNB Space B" (6,018 square feet which includes the remainder of the first floor of the building on the Premises, excluding lobby space and boiler room) and "CNB Space C" (3,768 square feet on the second floor of the building on the Premises) and related power supplies, wiring and equipment located elsewhere in the building hereto on the terms and conditions below and such other commercially reasonable terms and conditions:

The parties shall use good faith efforts to agree to the form of the Lease Back within 45 days of the date of this Agreement.

8.      RISK OF LOSS, DAMAGE, DESTRUCTION. All risk of loss to the Premises prior to the Closing shall be on Seller.  In the event that the Premises is damaged by fire or other casualty prior to Closing, Purchaser may either (i) terminate this Agreement by written notice to Seller and thereupon the Deposit shall be refunded to Purchaser or (ii) proceed to purchase the Premises according to this Agreement without a reduction in the purchase price, whereupon Seller shall deliver and assign to Purchaser at Closing all insurance proceeds collected and all rights to collect insurance proceeds payable as a result of the damage to the Premises.

9.      DEFAULT; REMEDIES.  In the event that Purchaser fails to close hereunder for a reason other than the default of Seller, Seller may terminate this Agreement by written notice to Purchaser and pursue all legal and equitable remedies for Purchaser's breach.  In the event that Seller breaches this Agreement for a reason other than the default of Purchaser, Purchaser shall be entitled to either (i) terminate this Agreement by written notice to the Seller, or (ii) pursue the remedy of specific performance.  In the event of litigation regarding breach of this Agreement by either party, the party who obtains a final, un-appealable judgment substantially in its favor shall be entitled to collect its reasonable attorneys' and paralegals' fees and court costs from the other party.

10.      BROKERAGE.  Seller and Purchaser each represent to the other that they have not dealt or had contact with any broker in connection with this transaction, except for the fees and commissions of Endicott Financial Advisors, L.L.C., for which Seller shall be solely liable.

11.      REPRESENTATIONS AND WARRANTIES.  Seller represents and warrants to Purchaser that the following are true as of the date of this Agreement and will be true as of the Closing:

12.      MISCELLANEOUS.

IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement as of the date first above written.

WITNESS:                                                 Seller: Camden National Bank

_____________________________                                                        By:______________________________

Name:

Title:

Purchaser: The First, N.A.

_____________________________                                                        By:______________________________

Name: Title: