BAR HARBOR BANKSHARES (Form: S-8, Received: 08/18/2015 16:08:27)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on August 18, 2015

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BAR HARBOR BANKSHARES

(Exact name of registrant as specified in its charter)

Maine

01-0393663

(State or other jurisdiction of

incorporation or organization)

(IRS employer

identification number)

PO Box 400

82 Main Street, Bar Harbor, Maine

(207) 288-3314

04609-0400

(Address of principal executive offices)

(Zip code)

BAR HARBOR BANKSHARES AND SUBSIDIARIES EQUITY INCENTIVE PLAN OF 2015

(Full title of the Plan)

Curtis C. Simard

President and Chief Executive Officer

Bar Harbor Bankshares

82 Main Street

Bar Harbor, Maine 04609-0400

(207) 288-3314

(Name, address and telephone number of Agent for Service)

Copies to:

Richard A. Schaberg

Hogan Lovells US LLP

555 Thirteenth Street, N.W.

Washington, District of Columbia 20004

(202) 637-5600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

CALCULATION OF REGISTRATION FEE



Title of Securities To Be Registered	Amount To Be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Bar Harbor Bankshares and Subsidiaries Equity Incentive Plan of 2015 (Common stock, $2.00 par value)	280,000	$32.945	$9,224,600	$1,071.90
TOTAL	280,000	—	$9,224,600	$1,071.90

(1)

Represents shares of Bar Harbor Bankshares’ (the “ Registrant ”) common stock reserved for future grant under the Bar Harbor Bankshares and Subsidiaries Equity Incentive Plan of 2015 (the “ 2015 Plan ”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement shall also cover any additional shares of common stock which become issuable under the 2015 Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of common stock.

(2)

Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are based on the average of the high and low sale prices of the Registrant’s common stock as reported on The NYSE MKT, LLC on August 13, 2015.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act and the instructions to Form S-8. In accordance with the rules and regulations of the Securities and Exchange Commission (the “ Commission ”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Bar Harbor Bankshares (the “ Registrant ”) hereby incorporates by reference into this Registration Statement the following documents filed by it with the Commission:

(a)

the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Commission on March 16, 2015;

(b)

All other reports of the Registrant filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and

(c)

the description of the Registrant’s common stock contained in the Registrant’s Current Report on Form 8-K filed with the Commission on August 7, 2015, and any other amendment or report filed with the Commission for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities .

Not applicable.

Item 5. Interests of Named Experts and Counsel .

Not applicable.

Item 6. Indemnification of Directors and Officers .

The Maine Business Corporation Act, Title 13-C M.R.S.A. Section 101, et seq. (the “MBCA”), sets forth the ability of a corporation organized under the laws of the State of Maine to indemnify its officers and directors. The MBCA provides that, subject to certain exceptions, a Maine corporation may indemnify an individual who is party to a proceeding because that individual is a director of the corporation against liability if (A)(i) the individual’s conduct was in good faith, (ii) the individual reasonably believed that (a) in the case of conduct in the individual’s official capacity, that the individual’s conduct was in the corporation’s best interests and (b) in all other cases, that the individual’s conduct was at least not opposed to the corporation’s best interests, and (iii) in the case of any criminal proceeding, the individual had no reasonable

cause to believe that the individual’s conduct was unlawful or (B) the individual engaged in conduct for which indemnification is permissible or obligatory under the corporation’s articles of incorporation. The MBCA further provides that a Maine corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.

A Maine corporation may also, before final disposition of a proceeding, advance funds to pay for or reimburse the expenses incurred in connection with a proceeding by an individual who is a party to the proceeding because that individual is a member of the board of directors, provided that the individual makes certain written affirmation and undertakings. The corporation’s board of directors or shareholders may authorize any such advancement of funds or reimbursement of expenses, provided that such authorization is effected in the manner contemplated by Section 854 of the MBCA.

A Maine corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because the officer is an officer of the corporation to the same extent as a director and, if the officer is an officer but not a director, to such further extent as may be provided in the corporation’s articles of incorporation, the bylaws, a resolution of the corporation’s board of directors or a contract, subject to certain exceptions. An officer of a Maine corporation who is not also a director is entitled under the MBCA to mandatory indemnification to the same extent to which a director may be entitled to such indemnification.

Notwithstanding the foregoing, a Maine corporation has no power to indemnify a director or officer unless it has made a determination that the person has met the relevant standard of conduct.

The bylaws of the Registrant set forth the circumstances under which the Registrant shall, and the requirements to be fulfilled in order for the Registrant to, provide indemnification to its directors and officers. The bylaws provide for mandatory indemnification, including that, subject to certain exceptions, the Registrant shall indemnify a director and officer in connection with any proceedings to which any such person is a party or is threatened to be made a party by reason of the fact that they are or were a director or officer of the Registrant or, while a director or officer of the Registrant, were serving at the request of the Registrant as a director, officer, partner or other agent of another entity, against expenses incurred by that person in connection with such action, provided, among other things, that the person to be indemnified acted in good faith. In addition, the bylaws provide for advancement of funds to pay for or reimbursement of reasonable expenses incurred by a director or officer in certain circumstances.

The Registrant maintains directors and officers liability insurance in amounts and on terms which the Registrant’s Board of Directors deems reasonable. In the ordinary course of business, the Registrant’s Board of Directors regularly reviews the scope and adequacy of such insurance coverage.

The Registrant has entered into an employment agreement with its President and Chief Executive Officer, which provides for reimbursement of expenses in certain instances. The Registrant has also entered into change in control agreements with certain of its officers, which provide for indemnification for expenses in some instances.

Item 7. Exemption from Registration Claimed .

Not applicable.

Item 8. Exhibits.

The exhibits to this Registration Statement are listed on the Exhibit Index attached hereto and incorporated by reference herein.

Item 9. Undertakings .

A. The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Bar Harbor, State of Maine on August 18, 2015.


Bar Harbor Bankshares

By:		/s/ Curtis C. Simard
		Curtis C. Simard
		President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Curtis C. Simard and Gerald Shencavitz, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Curtis C. Simard	Chief Executive Officer, President and Director (Principal Executive Officer)	August 18, 2015
Curtis C. Simard

/s/ Gerald Shencavitz	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	August 18, 2015
Gerald Shencavitz

/s/ Peter Dodge	Chairperson of the Board	August 18, 2015
Peter Dodge

/s/ Thomas A. Colwell	Director	August 18, 2015
Thomas A. Colwell

/s/ Matthew L. Caras	Director	August 18, 2015
Matthew L. Caras

/s/ Martha T. Dudman	Director	August 18, 2015
Martha T. Dudman

/s/ Lauri E. Fernald	Director	August 18, 2015
Lauri E. Fernald

/s/ Daina H. Hill	Director	August 18, 2015
Daina H. Hill

/s/ Clyde H. Lewis	Director	August 18, 2015
Clyde H. Lewis

/s/ Constance C. Shea	Director	August 18, 2015
Constance C. Shea

/s/ Kenneth E. Smith	Director	August 18, 2015
Kenneth E. Smith

/s/ Scott G. Toothaker	Director	August 18, 2015
Scott G. Toothaker

/s/ David B. Woodside	Director	August 18, 2015
David B. Woodside

EXHIBIT INDEX


Exhibit Number		Exhibit Description

4.1		Articles of Incorporation, as amended

4.2		Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on November 29, 2011).

4.3		Specimen common stock certificate (incorporated herein by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-3 (File No. 333-162450), filed with the Commission on October 13, 2009).

5.1		Opinion of Eaton Peabody, P.A.

10.1 *		Bar Harbor Bankshares and Subsidiaries Equity Incentive Plan of 2015 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as amended, filed with the Commission on May 22, 2015 (the “ 2015 Equity Incentive Plan ”)).

10.2 *		Form of Incentive Stock Option Agreement under the 2015 Equity Incentive Plan.

10.3 *		Form of Restricted Stock Agreement (Directors) under the 2015 Equity Incentive Plan.

10.4 *		Form of Restricted Stock and Performance-Based Restricted Stock Unit Agreement under the 2015 Equity Incentive Plan.

23.1		Consent of Independent Registered Accounting Firm.

23.2		Consent of Eaton Peabody, P.A. (included in Exhibit 5.1).

24.1		Power of Attorney (included on the signature page to this Registration Statement).

*	Management contract or compensatory plan or arrangement.

Exhibit 4.1

LOGO

APPENDIX C
ARTICLES OF AMENDMENT
DOMESTIC BUSINESS CORPORATION File No. 19841105 D Pages 2 Fee Paid $ 50 DCN 2151421600040 STCK FILED 05/22/2015
STATE OF MAINE
Deputy Secretary of State
ARTICLES OF AMENDMENT
Bar Harbor Bankshares (Name of Corporation) A True Copy When Attested By Signature
Deputy Secretary of State
Pursuant to 13-C MRSA §1006, the undersigned corporation executes and delivers the following Articles of Amendment:
FIRST: The text of the amendment or the information required by 13-C MRSA §121.10.E as set forth in Exhibit A attached, was adopted on (date) May 22, 2015
The amendment was duly approved as follows: (“X” one box only.)
by the incorporators – shareholder approval was not required OR
by the board or directors – shareholder approval was not required OR
by the shareholders in the manner required by this Act and by the articles of incorporation. on May 19, 2015
SECOND: If the amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, are set forth in Exhibit or as follows:
THIRD: The effective date of the articles of amendment (if other than the date of filing of the articles of amendment) is May 22, 2015
DATED May 22, 2015 *By:
(signature of any duly authorized person)
Marsha C. Sawyer, Corporate Clerk
(type or print name and capacity)
* This document MUST be signed by any duly authorized officer OR the clerk (13-C MRSA §121.5)
Please remit your payment made payable to the Maine Secretary of State.
SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-9 (1 of 1) Rev. 8/1/2004 TEL. (207) 624-7753
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Tue Jul 14 2015 13:40:55

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EXHIBIT A

ARTICLES OF AMENDMENT OF BAR HARBOR BANKSHARES

The FIFTH Article of the Articles of Incorporation, as amended, of the Corporation, is hereby amended by replacing paragraph (a) of said FIFTH Article with the following:

“(a) Common Stock. The corporation shall have the authority to issue 20,000,000 shares of common stock, par value $2.00 per share.”

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LOGO

DOMESTIC BUSINESS CORPORATION
STATE OF MAINE
ARTICLES OF AMENDMENT
Bar Harbor Bankshares
(Name of Corporation)
File No. 19841105 D Pages 14 Fee Paid $ 50
DCN 2090141400038 AMEN
FILED
01/14/2009
Deputy Secretary of State
A True Copy When Attested By Signature
Deputy Secretary of State
Pursuant to 13-C MRSA §1006, the undersigned corporation executes and delivers the following Article of Amendment:
FIRST: The text of the amendment or the information required by 13-C MRSA §121.10.E as set forth in Exhibit A attached, was adopted on (date) December 16, 2008.
The amendment was duly approved as follows (“X” one box only)
by the incorporators – shareholder approval was not required OR
by the board of directors – shareholder approval was not required OR
by the shareholders in the manner required by this Act and by the articles of incorporation.
SECOND: If the amendment provides for exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself are set forth in Exhibit or as follows:
THIRD: The effective date of the articles of amendment (if other than the date of filing of the article of amendment) is Filing Date
DATED January 12, 2009 *By (signature of any duly authorized person)
Joseph M. Murphy, President and CEO
(type or print name and capacity)
* This document MUST be signed by any duly authorized officer OR the clerk (13-C MRSA §121.5)
Please remit your payment made payable to the Maine Secretary of State
SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-9 (1 of 1) Rev 8/1/2014
TEL. (207) 624-7752
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Tue Jul 14 2015 13:40:55

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EXHIBIT A

CERTIFICATE OF DESIGNATIONS

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A

BAR HARBOR BANKSHARES

BAR HARBOR BANKSHARES, a corporation organized and existing under the laws of the State of Maine (the “ Corporation ”), in accordance with the provisions of Section 602 of Title 13C: Maine Business Corporation Act thereof, does hereby certify:

The board of directors of the Corporation (the “ Board of Directors ”) or an applicable committee of the Board of Directors, in accordance with the articles of incorporation and bylaws of the Corporation and applicable law, adopted the following resolution on December 16, 2008 creating a series of 18,751 shares of Preferred Stock of the Corporation designated as “ Fixed Rate Cumulative Perpetual Preferred Stock, Series A ”.

RESOLVED , that pursuant to the provisions of the articles of incorporation and the bylaws of the Corporation and applicable law, a series of Preferred Stock, no par value, of the Corporation be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:

Part 1. Designation and Number of Shares . There is hereby created out of the authorized and unissued shares of preferred stock of the Corporation a series of preferred stock designated as the “Fixed Rate Cumulative Perpetual Preferred Stock, Series A” (the “Designated Preferred Stock”). The authorized number of shares of Designated Preferred Stock shall be 18,751.

Part 2. Standard Provisions . The Standard Provisions contained in Annex A attached hereto are incorporated herein by reference in their entirely and shall be deemed to be a part of this Certificate of Designations to the same extent as if such provisions had been set forth in full herein.

Part 3. Definitions . The following terms are used in this Certificate of Designations (including the Standard Provisions in Annex A hereto) as defined below:

(a) “ Common Stock ” means the common stock, par value $2.00 per share, of the Corporation.

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(b) “ Dividend Payment Date ” means February 15, May 15, August 15 and November 15 of each year.

(c) “ Junior Stock ” means the Common Stock and any other class or series of stock of the Corporation the terms or which expressly provide that it ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation.

(d) “ Liquidation Amount ” means $1,000 per share of Designated Preferred Stock.

(e) “ Minimum Amount ” means $4,687,750.

(f) “ Parity Stock ” means any class or series of stock of the Corporation (other than Designated Preferred Stock) the terms or which do not expressly provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation (in each case without regard to whether dividends accrue cumulatively or non-cumulatively).

(g) “ Signing Date ” means Original Issue Date.

Part 4. Certain Voting Matters . Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.

[ Remainder of Page Intentionally Left Blank ]

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IN WITNESS WHEREOF, Bar Harbor Bankshares has caused this Certificate of Designations to be signed by Joseph M. Murphy, its President and Chief Executive Officer, this 12th day of January, 2009.


BAR HARBOR BANKSHARES

By:

Name:		Joseph M. Murphy
Title:		President and Chief Executive Officer

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ANNEX A

STANDARD PROVISIONS

Section 1. General Matters . Each share of Designated Preferred Stock shall be identical in all respects to every other share of Designated Preferred Stock. The Designated Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the Certificate of Designations. The Designated Preferred Stock shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Corporation.

Section 2. Standard Definitions . As used herein with respect to Designated Preferred Stock;

(a) “ Applicable Dividend Rate ” means (i) during the period from the Original Issue Date to, but excluding, the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date. 5% per annum and (ii) from and after the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 9% per annum.

(b) “ Appropriate Federal Banking Agency ” means the “appropriate Federal banking agency” with respect to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

(c) “ Business Combination ” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Corporation’s stockholders.

(d) “ Business Day ” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close

(e) “ Bylaws ” means the bylaws of the Corporation, as they may be amended from time to time.

(f) “ Certificate of Designations ” means the Certificate of Designations or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, us it may be amended from time to time.

(g) “ Charter ” means the Corporation’s certificate or articles of incorporation, articles of association, or similar organizational document.

(h) “ Dividend Period ” has the meaning set forth in Section 3(a).

(i) “ Dividend Record Date ” has the meaning set forth in Section 3(a).

(j) “ Liquidation Preference ” has the meaning set forth in Section 4(a).

A-1

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(k) “ Original Issue Date ” means the date on which shares of Designated Preferred Stock are first issued.

(I) “ Preferred Director ” has the meaning set forth in Section 7(b).

(m) “ Preferred Stock ” means any and all series of preferred stock of the Corporation, including the Designated Preferred Stock.

(n) “ Qualified Equity Offering ” means the sale and issuance far cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each ease, qualify as and may be included in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).

(o) “ Share Dilution Amount ” has the meaning set forth in Section 3(b).

(p) “ Standard Provisions ” mean these Standard Provisions that form a part of the Certificate of Designations relating to the Designated Preferred Stock.

(q) “ Successor Preferred Stock ” has the meaning set forth in Section 5(a).

(r) “ Voting Parity Stock ” means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vole as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Certificate of Designations, any and all series of Parity Stock upon which like voting rights have been conferred and art exercisable with respect to such matter.

Section 3. Dividends .

(a) Rate . Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board or Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (ie , no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but

A-2

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excluding, the next Dividend Payment Date is a “ Dividend Period ”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date.

Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month.

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations)

(b) Priority of Dividends . So long as any share of Designated Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of shares of Designated Preferred Stock on the applicable record date) The foregoing limitation shall not apply to (i) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset the Share Dilution Amount (as defined below) pursuant to a publicly announced repurchase plan) and consistent with past practice, provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount; (ii) purchases or other acquisitions by a broker-dealer subsidiary of the Corporation solely for the purpose of market-making, stabilization or customer facilitation transactions in Junior Stock or Parity Stock in the ordinary course of its business: (iii) purchases by a broker-dealer subsidiary of the Corporation of capital stock of the Corporation for resale pursuant to an offering by the Corporation of such capital stock underwritten by such broker-dealer subsidiary: (iv) any dividends or distributions of rights or Junior Stock in connection with

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a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; (v) the acquisition by the Corporation or any of its subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Corporation or any of its subsidiaries), including as trustees or custodians; and (vi) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock “ Share Dilution Amount ” means the increase in the number of diluted shares outstanding (determined in accordance with generally accepted accounting principles in the United States, and as measured from the date or the Corporation’s consolidated financial statements most recently filed with the Securities and Exchange Commission prior to the Original Issue Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any Stock split stock dividend, reverse stock split, reclassification or similar transaction.

When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the holders thereof on the applicable record date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Designated Preferred Stock (including, if applicable as provided in Section 3(a) above, dividends on such amount) and all Parity Stock payable on such Dividend Payment Date (or in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors or a duly authorized committee of the Board of Directors out of legally available funds and including, in the case or Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors or a duly authorized committee of the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide written notice to the holders of Designated Preferred Stock prior to such Dividend Payment Date.

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of Designated Preferred Stock shall not be entitled to participate in any such dividends.

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Section 4. Liquidation Rights .

(a) Voluntary or Involuntary Liquidation . In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, subject to the rights of any creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Corporation ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the “ Liquidation Preference ”).

(b) Partial Payment . If in any distribution described in Section 4(a) above the assets of the Corporation or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

(c) Residual Distributions . If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution has been paid in full the holders of other stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences.

(d) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 4, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

Section 5. Redemption .

(a) Optional Redemption . Except as provided below, the Designated Preferred Stock may not be redeemed prior to the first Dividend Payment Date falling on or alter the third anniversary of the Original Issue Date. On or after the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption.

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Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, the shares of Designated Preferred Stock at the time outstanding upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to. but excluding, the date fixed for redemption; provided that (x) the Corporation (or any successor by Business Combination) has received aggregate gross proceeds of not less than the Minimum Amount (plus the “Minimum Amount” as defined in the relevant certificate of designations for each other outstanding series of preferred stock of such successor that was originally issued to the United States Department of the Treasury (the “ Successor Preferred Stock ”) in connection with the Troubled Asset Relief Program Capital Purchase Program) from one or more Qualified Equity Offerings (including Qualified Equity Offerings of such successor), and (y) the aggregate redemption price of the Designated Preferred Stock (and any Successor Preferred Stock) redeemed pursuant to this paragraph may not exceed the aggregate net cash proceeds received by the Corporation (or any successor by Business Combination) from such Qualified Equity Offerings (including Qualified Equity Offerings of such successor).

The redemption price for any shares of Designated Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder or record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.

(b) No Sinking Fund . The Designated Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Designated Preferred Stock will have no right to require redemption or repurchase of any shares of Designated Preferred Stock

(c) Notice of Redemption . Notice of every redemption of shares of Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed us provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Designated Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Designated Preferred Stock Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption

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may be given to the holders of Designated Preferred Stock at such time and in any manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

(d) Partial Redemption . In case of any redemption of part of the shares of Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof

(e) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Corporation, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company doing business in the Borough of Manhattan. The City of New York, and having a capital and surplus of at least $500 million and selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders or the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.

(f) Status of Redeemed Shares . Shares of Designated Preferred Stock that arc redeemed, repurchased of otherwise acquired by the Corporation shall revert to authorized but unissued shares of Preferred Stock ( provided that any such cancelled shares of Designated Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Designated Preferred Stock).

Section 6. Conversion . Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities

Section 7. Voting Rights .

(a) General . The holders of Designated Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.

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(b) Preferred Stock Directors . Whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods or more, whether or not consecutive, the authorized number of directors of the Corporation shall automatically be increased by two and the holders of the Designated Preferred Stock shall have the right, with holders of shares of any one or more other classes or series of Voting Purity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter the “ Preferred Directors ” and each a “ Preferred Director ”) to fill such newly created directorships at the Corporation’s next annual meeting of stockholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of stockholders until all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been declared and paid in full at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned: provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Corporation to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Corporation may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

(c) Class Voting Rights as to Particular Matters . So long as any shares of Designated Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Charter, the vote or consent of the holders of at least 66 2/3% of the shares of Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or by proxy, either to writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

(i) Authorization of Senior Stock . Any amendment or alteration of the Certificate of Designations for the Designated Preferred Stock or the Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock or the Corporation ranking senior to Designated Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

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(ii) Amendment of Designated Preferred Stock . Any amendment, alteration or repeal of any provision of the Certificate of Designations for the Designated Preferred Stock or the Charter (including, unless no vote on such merger or consolidation is required by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the Designated Preferred Stock; or

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations Any consummation of a binding share exchange or reclassification involving the Designated Preferred Stock, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each case (x) the shares of Designated Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such consummation, taken as a whole;

provided , however , that for all purposes of this Section 7(c), any increase in the amount of the authorized Preferred Stock, including any increase in the authorized amount of Designated Preferred Stock necessary to satisfy preemptive or similar rights granted by the Corporation to other persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of the holders of outstanding shares of the Designated Preferred Stock.

(d) Changes after Provision for Redemption . No vote or consent of the holders of Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the lime when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 5 above.

(e) Procedures for Voting and Consents . The rules and procedures for calling and conducting any meeting of the holders of Designated Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to

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time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility on which Designated Preferred Stock is listed or traded at the time.

Section 8. Record Holders . To the fullest extent permitted by applicable law, the Corporation and the transfer agent for Designated Preferred Stock may deem and treat the record holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

Section 9. Notices . All notices or communications in respect of Designated Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Charter or Bylaws or by applicable law Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of Designated Preferred Stock in any manner permitted by such facility.

Section 10. No Preemptive Rights . No share of Designated Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants rights or options, may be designated, issued or granted.

Section 11. Replacement Certificates . The Corporation shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Corporation The Corporation shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Corporation of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Corporation.

Section 12. Other Rights . The shares of Designated Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.

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LOGO

DOMESTIC
BUSINESS CORPORATION
STATE OF MAINE
ARTICLES OF AMENDMENT
Bar Harbor Bankshares
(Name of Corporation)
File No 19641105 D Pages 2
Fee Paid $ 50
DCN 2090091500032 AMEN
FILED
01/09/2009
Deputy Secretary of State
A True Copy When Attested By Signature
Deputy Secretary of State
Pursuant to 13-C MRSA & 1006, the undersigned corporation executes and delivers the following Articles of Amendment:
FIRST: The text of the amendment or the information required by 13-C MRSA § 121.10.E as set forth is Exhibit A attached, was adopted on (date) January 7, 2009.
The amendment was duly approve as follows: (“X” one box only.)
by the incorporators - shareholders approval was not required OR
by the board of director - shareholder approved was not required OR
by the shareholders in the matter required by this Act and by the articles of incorporation
SECOND: If the amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment. If not contained in the amendment itself, are set forth in Exhibit or as follows
THIRD: The effective date of the articles of amendment (if other than the date of filing of the articles of amendment) is Filing Date
DATED January 7, 2009
*By
(signature of any duly authorized account)
Joseph M. Murphy, President
(type or print name and capacity)
* This document MUST be signed by any duly authorized officer OR the clerk. (13-C MRSA § 121.5)
Please remit your payment made payable to the Maine Secretary of State.
SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 0-1333-0101 FORM NO. MBCA-9 (1 of 1) Rev 8/1/2014
TEL (207) 674-7152
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Tue Jul 14 2015 13:40:55

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Exhibit A

Articles of Amendment

Bar Harbor Bankshares

FIFTH The capital stock of the corporation shall be designated as follows:

(a) Common Stock . The corporation shall have the authority to issue 10,000,000 shares of common stock, par value $2.00 per share.

(b) Preferred Stock .

(1) The corporation shall have authority to issue up to 1,000,000 shares of preferred stock, no par value. The shares of preferred stock of the corporation may be issued from time to time in one or more classes or series, the shares of each class or series to have such voting powers, full or limited, or no voting powers, and such designations, preferences, rights, powers, including rating powers (or qualifications, limitations, or restrictions thereof) as are slated in the resolution or resolutions providing for the issue of such class or series adopted by the Board of Directors as provided in Paragraph (b)(2) of this Fifth Article.

(2) Authority is granted to the Board of Directors of the corporation, subject to the provisions of this Fifth Article and to the limitations prescribed by the Maine Business Corporation Act, to authorize the issuance of one or more classes, or one or more series within a class, of preferred stock and with respect to each such class or series to fix by resolution or resolutions the voting powers, full or limited, if any, of the shares of such class or series to determine and fix by resolution or resolutions the designations, preferences, rights, powers, including voting powers (or qualifications, limitations, or restrictions thereof) of such shares. This paragraph is intended to afford to the Board of Directors the maximum authority permitted under Section 602 of Title 13-C: Maine Business Corporation Act.

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LOGO

Filing Fee (See Sec. 1401)
For Use By The Secretary of State
File No.
Fee Paid
C.B.
Date
STATE OF MAINE
ARTICLES OF AMENDMENT
(Amendment by Shareholders Voting as One Class)
Pursuant to 13-A MRSA §§805 and 807, the undersigned corporation adopts these Articles of Amendment:
File No. 19841105 D Pages 2
Fee Paid $ 2,135.00
DCN 1952331200016 STCK
FILED
08/17/1995
Deputy Secretary of State
A True Copy When Attested By Signature
Deputy Secretary of State
FIRST: All outstanding shares were entitled to vote on the following amendment as one class.
SECOND: The amendment set out in Exhibit A attached was adopted by the shareholders (Circle one)
A. at a meeting legally called and held on, OR July 11, 1995.
B. by unanimous written consent on
THIRD: Share outstanding and entitled to vote and shares voted for and against said amendment were:
Number of Shares Outstanding and Entitled to Vote
NUMBER Voted For
NUMBER Voted Against
635 abstain
342,721
293,169
3782 against
FOURTH: If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself.
FIFTH: If the amendment changes the number of par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows:
Class
Series (If Any)
Number of Shares
Par Value (If Any)
common
10,000,000
$2.00
The aggregate par value of all such shares (of all classes and series) having par value is $20,000,000.
The total number of all such shares (of all classes and series) without par value is -0- shares.
SIXTH: Address of the registered office in Maine: 82 Main Street Bar Harbor, ME 04609
(street, city and zip code)
MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS
Bar Harbor Bankshares
(Name of Corporation)
I certify that I have custody of the minutes showing the above action by the shareholders.
By: Virginia M. Vendrell
(signature)
Signature of Clerk, Secretary or Asst Secretary
Virginia M. Vendrell, Tresurer & CFO
(type or print name and capacity)
By: (signature)
Sheldon F. Goldthwait, Jr.
Dated: July 4, 1995
Sheldon F. Goldthwait, Jr. CEO & Pres
(type or print name and capacity)
Marsha C. Sawyer, Clerk
*In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President as a vice president AND the Secretary, an assistant secretary or other officer the by laws designate as second certifying officer OR (3) if no such officers, a majority of the directors or such directors designated by a majority of directors then in office OR (4) if no directors, the holders or such of them designated by the holders, of record of a majority of all outstanding shares entitled to vote thereon OR (5) the holders of all outstanding shares.
NOTE: The form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in §806, or because the articles to provide. For vote necessary for adoption see §805.
FORM NO. MBCA-9 Rev
SUBMIT COMPLETED FORMS TO: Secretary of State, Station 101, Augusta, Maine 04333
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Exhibit A

Voted to change the authorized capital stock from 600,000 shares common with $10.00 par value to 10,000,000 shares with a $2.00 par value

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LOGO

Filing Fee
19841105 D 03 29 1989
1910000100005 STCK
Fee Paid $200-$15.
C.B.
Date APR 7 1989 2
STATE OF MAINE
ARTICLES OF AMENDMENT
(Amendment by Shareholders Voting as One Class)
Pursuant to 13-A MRSA §§805 and 807, the undersigned corporation adopts these Articles of Amendment:
For Use By The Secretary of State
FILED
March 29, 1989
Deputy, Secretary of State
A True Copy When Attested By Signature
Deputy Secretary of State
FIRST: All outstanding shares were entitled to vote on the following amendment as one class.
SECOND: The amendment set out in Exhibit A attached was adopted by the shareholders (Circle one)
A. At a meeting legally called and held on, OR October 4, 1988
B. By unanimous written consent on
THIRD: Shares outstanding and entitled to vote and shares voted for and against said amendment were Number of Shares Outstanding and Entitled to Vote NUMBER Voted for NUMBER Voted Against 120,000 outstanding 117,941 183 against
200,000 authorized 1876 abstaining
FOURTH: If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself.
FIFTH: If the amendment changes the number or par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows:
Class Series (If Any) Number of Shares Par Value (If Any)
Common same Same 500,000 (auth) $10.00
The aggregate par value of all such shares (of all classes and series) having par value is $6,000,000.00
The total number of all such shares (of all classes and series) without par value is -0- shares.
SIXTH: Address of the registered office in Maine: 82 Main Street Bar Harbor, Maine 04609
(street, city and zip code)
MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS
I certify that I have custody of the minutes showing the above action by the shareholders.
(Signature of Clerk, Secretary or Asst. Secretary)
Dated: February 22, 1989
Bar Harbor Bankshares (Name of Corporation)
By: Marsha C. Sawyer (Signature)
Marsha C. Sawyer, Clerk
(type or print name and capacity)
By: (signature)
John P. Reeves, President
(type or print name and capacity)
*In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President or a vice president AND the Secretary, an assistant secretary or other officer the by laws designate as second certifying officer OR (3) if no such officers, a majority of the directors or such directors or such directors designated by a majority of directors then in office OR (4) if no directors, the holders or such of them designated by the holders, of record of a majority of all outstanding shares entitled to vote thereon OR (5) the holders of all outstanding shares.
NOTE: The form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in §806, or because the articles to provide. For vote necessary for adoption see §805.
FORM NO. MBCA-9 Rev
SUBMIT COMPLETED FORMS TO: Secretary of State, Station 101, Augusta, Maine 04333
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EXHIBIT A

Voted to change the authorized capital stock from 200,000 Shares Common $10.00 Par value having a total of $2,000,000. to be Increase to 600,000 Shares Common $10.00 Par value having a total of $6,000.000.

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LOGO

19841105 D 07 07 1986
191000100006 CLRO
Fee paid $5.00
CB
Date SEP 15, 1986
STATE OF MAINE
CHANGE OF CLERK OF REGISTERED OFFICE or BOTH
Pursuant to 13-A MRSA §31H the undersigned express from advises you of the following change(s)
For Use By The Secretary of State FILED
July 1, 1986
Deputy, Secretary of State
A True Copy When Attested by Signature
Deputy Secretary of State
FIRST The name and registered office of the clerk appearing on the record in Secretary of State of
Sheldon F. Goldthwait, Jr. Clerk
82 Main Street c/o Bar Harbor banking & Trust Company Bar Harbor, Maine 04609
(street, city, state and zip code)
SECOND The name and registered office of its successor (new) clerk who must be a Maine resident
Marsha C. Sawyer
82 Main Street c/o Bar Harbor Banking & Trust Company Bar Harbor, Maine 04609 (street, city, state and zip code)
THIRD Upon a change in clerk this must be completed
(x) Such change was authorized by the board of directors and the power to make such change is not reserved to the shareholders by the Articles on the by laws
( ) Such change was authorized by the shareholders (Complete the following)
I certify that I have custody of the minutes showing the above action by the shareholders.
(signature of the clerk, secretary or assistant secretary)
Dated July 1, 1986
BAR HARBOR BANKSHARES
(name of corporation
By John P. reeves
(signature)
MUST BE COMPLETED John P. reeves, President
Legibly print or type name and capacity of all signers 13 A MRSA § (type or print name and capacity)
By Marsha C. Sawyer
(signature)
Marsha C. Sawyer, Clerk
(type or print name & capacity
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LOGO

Filing Fee $50.00 plus fee
19641105 D 01 19 1984
19100001000010 ART1
Fee paid $200 - $50
C B ----
Date 1-25-84
2
STATE OF MAINE
ARTICLES OF INCORPORATION OF BAR HARBOR BANKSHARES
(insert corporate name)
For Use By The Secretary of State
FILED
January 19, 1984
Deputy Secretary of State
A True Copy When Attested By Signature
Deputy Secretary of State
Pursuant to 13A MRSA §403, the undersigned, acting as incorporation(s) of a corporation, adopt(s) the following Articles of Incorporation:
FIRST: The name of the corporation is Bar Harbor Bankshares and it is located in Maine, at Bar Harbor
SECOND: The name of its Clerk, who must be a Maine resident, and the address of its registered office shall be:
Name Sheldon F. Goldthwait, Jr.
Street & Number 82 Main Street
City Bar Harbor, Maine 04609 (zip code)
THIRD: (“X” one box only)
a. The number of directors constituting the initial board of directors of the corporation is 18 (See §703, I.A.)
b. If the initial directors have been selected, the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and shall qualify are:
NAME ADDRESS
There shall be no directors initially, the shares of the corporation will not be sold to more than twenty (20) persons; the business of the corporation will be managed by the shareholders. (See §703, I.B)
FOURTH (“X” one box only)
The board of directors is x is not authorized to increase or decrease the number of director.
If the board is so authorized, the minimum number, if any, shall be 9 director, (See §703. I.A.) and the maximum number, if any, shall be 27 directors.
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- 24 -

LOGO

FIFTH: (“X” one box only)
X There shall be only one class of shares viz. Common .
(title of class)
Par value of each share (if none, so title) SLO .
Number of shares authorized 200,000 .
There shall be two or more classes of shares.
The information required by §403 concerning each such class is set out in Exhibit attached hereto and made a part hereof.
SUMMARY
The aggregate par value of all authorized shares (of all classes) having a par value is $ 2,000,000.
The total number of authorized shares (of all classes) without par value is shares.
SIXTH: (“X” one box only)
Meetings of the shareholders may may not X be held outside the State of Maine.
SEVENTH: (“X” if applicable) There are no preemptive rights X
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 attached hereto and made a part hereof.
DATED: January 18, 1984
INCORPORATORS
(signature)
Robert H. Avery
(type or print name)
(signature)
(type or print name)
(signature)
(type or print name)
For Corporate Incorporators
By
(signature)
(type or print name and capacity)
Articles are to be executed as follows:
RESIDENCE ADDRESSES
Street Shannon Way
Bar Harbor, Maine 04609
(city, state and zip code)
Street
(city, state and zip code)
Street
(city, state and zip code)
Street
(city, state and zip code)
If a corporation is an incorporator (§402), the name of the corporation should be typed and signed on its behalf by an officer of the corporation. The address of the principal place of business of the incorporator corporation should be given. The articles of incorporation must be accompanied by a certificate of an appropriate officer of the corporation certifying that the person executing the articles on behalf of the corporation was duly authorized to do so.
FORM NO. MBCA.6 Rev. 79
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- 25 -

Exhibit 5.1

August 18, 2015

Bar Harbor Bankshares

82 Main Street

Bar Harbor, Maine 04609

Re: Securities Being Registered under Registration Statement on Form S-8

Ladies and Gentlemen:

This opinion is furnished to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 280,000 shares (the “Shares”) of Common Stock, par value $2.00 per share, of Bar Harbor Bankshares, a Maine corporation (the “Company”), that may be issued pursuant to the Bar Harbor Bankshares and Subsidiaries Equity Incentive Plan of 2015 (the “Plan”).

We have examined the Registration Statement and such documents and records of Bar Harbor Bankshares as we have deemed necessary for the purposes of this opinion. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with originals of all instruments presented to us as copies and the genuineness of all signatures.

Our opinion set forth below is limited to the federal laws of the United States and the laws of the State of Maine.

Based upon and subject to the foregoing, we are of the opinion that the Shares that may be issued and sold, from time-to-time, by the Company pursuant to the Plan have been duly authorized and will be, when issued and sold in accordance with the provisions of the Plan validly issued, fully paid and nonassessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ EATON PEABODY P.A.

EATON PEABODY P.A.

Exhibit 10.2

BAR HARBOR BANKSHARES AND SUBSIDIARIES

EQUITY INCENTIVE PLAN OF 2015

INCENTIVE STOCK OPTION AGREEMENT

COVER SHEET

Bar Harbor Bankshares and Subsidiaries (collectively, the “ Company ”) hereby grants Incentive Stock Options (the “ Options ”) to purchase shares of its common stock, par value $2.00 per share (the “ Stock ”), to the individual named below as the Optionholder, subject to the terms and conditions set forth in this cover sheet and in the attachment (together the “ Agreement ”) and in the Company’s Equity Incentive Plan of 2015 (as amended from time to time, the “ Plan ”).


Grant Date:

Name of Optionholder:

Number of Shares of Stock Covered by the Options:

Exercise Price per Share:

Vesting Start Date:

Vesting Schedule:

By your signature below, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which has been made available to you. You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent.


Grantee:		Date:
	(Signature)

Company:		Date:
	(Signature)

Name:	Curtis C. Simard
Title:	President and Chief Executive Officer

Attachment

This is not a stock certificate or a negotiable instrument.

BAR HARBOR BANKSHARES AND SUBSIDIARIES

EQUITY INCENTIVE PLAN OF 2015

INCENTIVE STOCK OPTION AGREEMENT


Incentive Stock Option		The Options are intended to be incentive stock options under Section 422 of the Code and will be interpreted accordingly. If you cease to be an employee of the Company (“ *Employee* ”) but continue to provide Continuous Service, the Options will be deemed Nonstatutory Stock Options three (3) months after you cease to be an Employee. In addition, to the extent that all or part of the Options exceeds the $100,000 limit of Section 422(d) of the Code, the Options or the lesser excess part will be deemed to be Nonstatutory Stock Options.

Transferability		During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the Options. Other than by will or the laws of descent and distribution, the Options may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the Options be made subject to execution, attachment, or similar process. If you attempt to do any of these things, you will immediately and automatically forfeit your Options.

Term		Your Options will expire in any event at the close of business at Company headquarters on the day before the tenth (10 ^th ) anniversary of the Grant Date, as shown on the cover sheet. Your Options will expire earlier if your Continuous Service terminates, as described below.

Vesting		The Options are only exercisable before they expire and then only with respect to the vested portion of the Options. Your right to purchase shares of Stock under the Options vests as set forth in the Vesting Schedule on the cover sheet, subject to your Continuous Service through the applicable vesting dates, except as provided in this Agreement; provided, however, that for purposes of vesting, fractional number of shares of Stock shall be rounded down to the nearest whole number. You cannot vest in more than the number of shares of Stock covered by the Options. No additional shares of Stock will vest after your Continuous Service has terminated for any reason.

Termination		Disability. If your Continuous Service terminates as a result of your Disability, you may exercise the Options (to the extent you were entitled to exercise the Options as of the date of termination), but only within the period of time ending on the earlier of (i) the date twelve (12) months following the termination of your Continuous Service, or (ii) the expiration of the term of the Options as set forth in this Agreement. If, after termination of your Continuous Service, you do not exercise the Options within the time period specified, the Options shall automatically terminate.


		Death . If your Continuous Service terminates as a result of your death or if you die within the period specified during which you may exercise the Options after the termination of your Continuous Service for a reason other than death, then the Options may be exercised (to the extent you were entitled to exercise the Options as of the date of death) by your estate, by a person who acquired the right to exercise the Options by bequest or inheritance, or by a person designated to exercise the Options upon your death, but only within the period ending on the earlier of (i) the date eighteen (18) months following your date of death, or (ii) the expiration of the term of the Options as set forth in this Agreement. If, after your death, the Options are not exercised within the time period specified, the Options shall automatically terminate.

		Termination for Cause . If your Continuous Service terminates for Cause, then you shall immediately forfeit all rights to your Options (both vested and unvested portions), and the Options shall automatically terminate upon your date of termination.

		Other Termination of Continuous Service . If your Continuous Service terminates other than on account of death, Disability, or termination for Cause, you may exercise the Options (to the extent you were entitled to exercise the Options as of the date of termination), but only within the period of time ending on the earlier of (i) the date three (3) months following the termination of your Continuous Service, or (ii) the expiration of the term of the Options as set forth in this Agreement. If, after termination of your Continuous Service, you do not exercise the Options within the time period specified, the Options shall automatically terminate.

Change in Control		In the event your Continuous Service terminates without Cause (other than as a result of Disability) or for Good Reason, in each case in anticipation of or after a Change in Control, the unvested portion of your Option shall vest in full as of the later of (i) a date prior to the consummation of the Change in Control as the Committee shall determine (or, if the Committee shall not determine such a date, as of the date that is five (5) days prior to the consummation of the Change in Control) and (ii) the date of your termination of Continuous Service. Your termination of Continuous Service shall be deemed to be in anticipation of a Change in Control if it occurs within the twelve (12)-month period prior to the occurrence of the Change in Control.

Leaves of Absence		For purposes of this Agreement, your Continuous Service does not terminate when you go on a bona fide leave of absence that was approved by the Company in writing if the terms of the leave provide for Continuous Service crediting, or when continuous service crediting is required by applicable law. However, your Continuous Service will be treated as terminating ninety (90) days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Continuous Service terminates in any event when the approved leave ends unless you immediately return to active employee work.


	The Committee determines, in its sole discretion, which leaves count for this purpose, and when your Continuous Service terminates for all purposes under the Plan.

Notice of Exercise	The Options may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock of not less than fifty (50) shares, unless the number of vested shares purchased is the total number available for purchase under the Options, by following the procedures set forth in the Plan and in this Agreement.

	When you wish to exercise the Options, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many shares of Stock you wish to purchase and how your shares of Stock should be registered (in your name only or in your and your spouse’s names as joint tenants with right of survivorship). The notice will be effective when it is received by the Company.

	If someone else wants to exercise the Options after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

Forms of Payment	When you submit your notice of exercise, you must include payment of the aggregate exercise price for the shares of Stock you are purchasing. Payment may be made in one (or a combination) of the following forms:

	•	Cash;

	•	Delivery to the Company of other shares of Stock of the Company; or

	•	According to a deferred payment arrangement which charges an adequate rate of interest based on the applicable federal rate.

Evidence of Issuance	The issuance of the shares of Stock under the Options evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry, registration, or issuance of one or more Stock certificates. You will have no further rights with regard to the Options once the shares of Stock related to such Options have been issued.

Withholding Taxes	You agree as a condition of the Options that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the exercise or receipt of the Options delivered pursuant thereto. In the event that the Company determines that any federal, state, or local tax or withholding payment is required relating to the exercise or receipt of the Options, in addition to the Company’s right to withhold any compensation paid to you by the Company, you may also satisfy the withholding obligations by (i) tendering a cash payment or (ii) delivering owned and unencumbered shares of Stock to the Company.


Retention Rights		Neither your Options nor this Agreement gives you the right to be retained or employed by the Company (or any of its Affiliates) in any capacity. The Company (and any Affiliate) reserves the right to terminate your Continuous Service with or without notice and with or without Cause.

Stockholder Rights		You (and your estate or heirs) have no rights as a stockholder with respect to the shares of Stock underlying the Options unless and until the shares of Stock underlying the Options have been issued upon exercise of your Options and either a certificate evidencing your Stock has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions, or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. If you dispose of shares of Stock issued pursuant to the exercise of these Options prior to the second (2 ^nd ) anniversary of the Grant Date or the first (1 ^st ) anniversary of the applicable date of exercise, you must notify the Company of such disposition within ten (10) days thereafter.

Adjustments		In the event of a stock split, stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares or a similar change in the Stock, the number of shares of Stock covered by the Options and the exercise price per share will be adjusted by the Committee (and rounded down to the nearest whole number) in accordance with the terms of the Plan. The Committee adjustments will be final, binding, and conclusive on all persons.

Corporate Activity		Your Option shall be subject to the terms of any applicable agreement of merger, liquidation, or reorganization in the event the Company is subject to such corporate activity, consistent with Section 14 of the Plan.

Forfeiture of Rights		If you should take actions in violation or breach of, or in conflict with, any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate, any confidentiality obligation with respect to the Company or any Affiliate, otherwise in competition with the Company or any Affiliate, any material Company or Affiliate policy or procedure, any other material agreement, or any other material obligation to the Company or any Affiliate, the Company has the right to cause an immediate forfeiture of your rights to the Options, and the Options shall immediately and automatically expire. In addition, if you have exercised any portion of the Options during the two (2)-year period prior to your actions, you will owe the Company a cash payment (or forfeiture of shares of Stock) in an amount determined as follows: (i) for any shares of Stock that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), less the exercise price, and (ii) for any shares of Stock that you still own, the amount will be the number of shares of Stock owned times the Fair Market Value of the shares of Stock on the date you receive notice from the Company, less the exercise price (provided, that the Company


		may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the shares or any other shares of Stock or making a cash payment or a combination of these methods as determined by the Company in its sole discretion).

Clawback		The Options are subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (i) any Company “clawback” or recoupment policy or (ii) any law, rule, or regulation that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy or law, rule, or regulation. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of the Options earned or accrued during the twelve (12)-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance.

Applicable Law		The laws of the State of Maine will govern all questions concerning the construction, validity, and interpretation of this Agreement, without regard to any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.

The Plan		The text of the Plan is incorporated in this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding the Options. Any prior agreements, commitments, or negotiations concerning the Options are superseded. *Certain capitalized terms used in this Agreement are defined in the Plan and have the meaning set forth in the Plan.*

Data Privacy		To administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting the Options, you give explicit consent to the Company and its Affiliates to process any such personal data.

Consent to Electronic Delivery		By accepting the Options, you consent to receive documents related to the Options by electronic delivery and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, and your consent shall remain in effect throughout your term of Continuous Service and thereafter until you withdraw such consent in writing to the Company.

Code Section 409A

The grant of the Options under this Agreement is intended to comply with Code Section 409A (“ Section 409A ”) to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Section 409A.

Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, any Affiliate, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Section 409A, and neither the Company, any Affiliate, the Board, nor the Committee will have any liability to you or other person for such tax or penalty.

By signing this Agreement, you agree to all of the terms and

conditions described in this Agreement and in the Plan.

Exhibit 10.3

BAR HARBOR BANKSHARES AND SUBSIDIARIES

EQUITY INCENTIVE PLAN OF 2015

RESTRICTED STOCK AGREEMENT

(DIRECTORS)

COVER SHEET

Bar Harbor Bankshares and Subsidiaries (collectively, the “ Company ”) hereby grants Restricted Stock (the “ Restricted Stock ”) relating to shares of its common stock, par value $2.00 per share (the “ Stock ”), to the individual named below as the Participant, subject to the terms and conditions set forth in this cover sheet and in the attachment (together the “ Agreement ”) and in the Company’s Equity Incentive Plan of 2015 (as amended from time to time, the “ Plan ”).


Grant Date:

Name of Participant:

Number of Restricted Stock Covered by Grant:

Purchase Price per Share of Restricted Stock:		$2.00

Vesting Schedule:		The Restricted Stock is fully vested as of the Grant Date.


Grantee:		Date:
	(Signature)

Company:		Date:
	(Signature)

Name:	Curtis C. Simard
Title:	President and Chief Executive Officer

Attachment

This is not a stock certificate or a negotiable instrument.

BAR HARBOR BANKSHARES AND SUBSIDIARIES

EQUITY INCENTIVE PLAN OF 2015

RESTRICTED STOCK AGREEMENT

(DIRECTORS)


Restricted Stock		This Agreement evidences an Award of shares of Restricted Stock in the number set forth on the cover sheet and subject to the terms and conditions set forth in the Agreement, in the Plan, and on the cover sheet. The Purchase Price per share of Restricted Stock is deemed paid by your prior and/or future Continuous Service to the Company.

Vesting		Your right to the Restricted Stock vests as set forth in the Vesting Schedule on the cover sheet, subject to your Continuous Service through the applicable vesting date(s). You cannot vest in more than the number of Restricted Stock covered by this Award. No additional shares of Restricted Stock will vest after your Continuous Service has terminated for any reason.

Evidence of Issuance		The Company will issue your shares of Restricted Stock in the name set forth on the cover sheet. The issuance of the shares of Stock with respect to the shares of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner as the Committee, in its discretion, deems appropriate, including, without limitation, book-entry, registration, or issuance of one or more Stock certificates, with any unvested shares bearing the appropriate restrictions imposed by this Agreement. If and to the extent that the shares of Stock under the grant of Restricted Stock are represented by Stock certificates rather than book entry, all such certificates shall bear the following legend, which shall be removed if and when the Restricted Stock vests and becomes transferrable: “THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS, AND CONDITIONS (INCLUDING FORFEITURE PROVISIONS AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE BAR HARBOR BANKSHARES AND SUBSIDIARIES EQUITY INCENTIVE PLAN OF 2015 AND AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND BAR HARBOR BANKSHARES OR ITS AFFILIATES. A COPY OF THE PLAN AND AGREEMENT ARE ON FILE IN THE OFFICE OF THE CLERK OF BAR HARBOR BANKSHARES.” To the extent the shares of Restricted Stock are represented by a book entry, such book entry will contain an appropriate legend or restriction similar to the foregoing.

Transferability		The shares of Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of


		law or otherwise, nor may the shares of Restricted Stock be made subject to execution, attachment, or similar process. If you attempt to do any of these things, you will immediately and automatically forfeit your Restricted Stock.

		After vesting of the shares of the Restricted Stock, the shares of Stock issued may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the shares of Stock be made subject to execution, attachment, or similar process, in each case until the date three (3) months after you cease providing Continuous Service.

Withholding Taxes		You agree as a condition of the Restricted Stock that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting, receipt, or holding of the shares of Restricted Stock delivered pursuant hereto. In the event that the Company determines that any federal, state, or local tax or withholding payment is required relating to the vesting, receipt, or holding of the shares of Restricted Stock, in addition to the Company’s right to withhold any compensation paid to you by the Company or an Affiliate, you may also satisfy the withholding obligations by (i) tendering a cash payment or (ii) delivering owned and unencumbered shares of Stock to the Company.

Retention Rights		Neither your Restricted Stock nor this Agreement gives you the right to be retained or employed by the Company (or any of its Affiliates) in any capacity. The Company (and any Affiliate) reserves the right to terminate your Continuous Service as a member of the Board pursuant to the bylaws of the Company (or of the applicable Affiliate) and applicable provisions of the Maine Business Corporation Act, as amended from time to time.

Stockholder Rights		You have the right to vote the shares of Restricted Stock and, after vesting of the shares of Restricted Stock, you have the right to receive any dividends declared or paid on such shares of Stock. Except as described in the Plan, no adjustments are made for dividends or other rights if the applicable record date occurs before your Stock certificate is issued.

Adjustments		In the event of a stock split, stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares or a similar change in the Stock, the number of shares of Stock underlying the Restricted Stock and the price per share will be adjusted by the Committee (and rounded down to the nearest whole number) in accordance with the terms of the Plan. The Committee’s adjustments will be final, binding, and conclusive.

Corporate Activity		Your Restricted Stock shall be subject to the terms of any applicable agreement of merger, liquidation, or reorganization in the event the Company is subject to such corporate activity, consistent with Section 14 of the Plan.

Clawback		The shares of Restricted Stock are subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (i)


		any Company “clawback” or recoupment policy or (ii) any law, rule, or regulation that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy or law, rule, or regulation.

		If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in cash or Stock with respect to the shares of Restricted Stock earned or accrued during the twelve (12)-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance.

Applicable Law		The laws of the State of Maine will govern all questions concerning the construction, validity, and interpretation of this Agreement, without regard to any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.

The Plan		The text of the Plan is incorporated in this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding the Restricted Stock. Any prior agreements, commitments, or negotiations concerning the Restricted Stock are superseded. *Certain capitalized terms used in this Agreement are defined in the Plan and have the meaning set forth in the Plan.*

Data Privacy		To administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting the Restricted Stock, you give explicit consent to the Company and its Affiliates to process any such personal data.

Consent to Electronic Delivery		By accepting the Restricted Stock, you consent to receive documents related to the Restricted Stock by electronic delivery and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, and your consent shall remain in effect throughout your term of Continuous Service and thereafter until you withdraw such consent in writing to the Company.

Code Section 409A

The grant of the Restricted Stock under this Agreement is intended to comply with Code Section 409A (“ Section 409A ”) to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Section 409A.

By signing this Agreement, you agree to all of the terms and

conditions described in this Agreement and in the Plan.

Exhibit 10.4

BAR HARBOR BANKSHARES AND SUBSIDIARIES

EQUITY INCENTIVE PLAN OF 2015

RESTRICTED STOCK AND

PERFORMANCE-BASED RESTRICTED STOCK UNIT

AGREEMENT

COVER SHEET

Bar Harbor Bankshares and Subsidiaries (collectively, the “ Company ”) hereby grants Restricted Stock and Performance-Based Restricted Stock Units (together, the “ Incentive Awards ”) relating to shares of its common stock, par value $2.00 per share (the “ Stock ”), to the individual named below as the Participant, subject to the terms and conditions set forth in this cover sheet and in the attachment (together the “ Agreement ”) and in the Company’s Equity Incentive Plan of 2015 (as amended from time to time, the “ Plan ”).


Grant Date:

Name of Participant:

Number of Shares of Restricted Stock Covered by Award:

Purchase Price per Share of Restricted Stock:		$2.00

Vesting Schedule for Shares of Restricted Stock:

Target Number of Performance-Based Restricted Stock Units Subject to Award:

Maximum Number of Performance-Based Restricted Stock Units Subject to Award:

Achievement Period for Performance-Based Restricted Stock Units:

Performance Period for Performance-Based Restricted Stock Units:


Grantee:		Date:
	(Signature)

Company:		Date:
	(Signature)

Name:	Curtis C. Simard
Title:	President and Chief Executive Officer

Attachment

This is not a stock certificate or a negotiable instrument.

BAR HARBOR BANKSHARES AND SUBSIDIARIES

EQUITY INCENTIVE PLAN OF 2015

RESTRICTED STOCK AND

PERFORMANCE-BASED RESTRICTED STOCK UNIT

AGREEMENT


Restricted Stock and Performance-Based Restricted Stock Units		This Agreement consists of an Award of shares of Restricted Stock in the number set forth on the cover sheet and subject to the terms and conditions set forth in the Agreement, in the Plan, and on the cover sheet (the “ *Restricted Stock* ”), and an Award of Performance-Based Restricted Stock Units, in the number set forth on the cover sheet and subject to the terms and conditions set forth in the Agreement, in the Plan, and on the cover sheet (the “ *Performance Units* ”). The Restricted Stock and the Performance Units are referred to together as the “ *Incentive Awards* .” The Purchase Price per share of Restricted Stock is deemed paid by your prior and/or future Continuous Service to the Company. It is intended that the Award of Performance Units meet the requirements of Code Section 162(m) for deductibility as performance-based compensation to the extent applicable and will be considered a separate Award from that of the Restricted Stock for such purpose.

Number and Vesting of Restricted Stock		Your right to the Restricted Stock vests as set forth in the Vesting Schedule on the cover sheet, subject to your Continuous Service through the applicable vesting date(s), except as provided in this Agreement; provided, however, that for purposes of vesting, fractional number of shares of Restricted Stock shall be rounded down to the nearest whole number. You cannot vest in more than the number of shares of Restricted Stock covered by this Award. No additional shares of Restricted Stock will vest after your Continuous Service has terminated for any reason, except as provided below.

Number and Vesting of Performance Units		The Performance Units are subject to the time-based vesting conditions and to the achievement of the performance factors described in Exhibit A to this Agreement (the “ *Performance Factors* ”). Following the end of the Performance Period, as set forth on the cover sheet, the Committee will determine the level of achievement of the Performance Factors and will determine the number of Performance Units you will actually receive based on such achievement (which may be equal to all or a portion, including none, of the Maximum Number of Performance-Based Restricted Stock Units set forth on the cover sheet) (the “ *Actual Performance Award* ”). Your Actual Performance Award of Performance Units will be subject to forfeiture if your Continuous Service terminates prior to the “Actual Performance Award Vesting Date” set forth in Exhibit A to this Agreement, except as provided in this Agreement.

Delivery of Stock Pursuant to Vested Incentive Awards		Your vested Incentive Awards (including your vested Restricted Stock and Actual Performance Award) will not be settled in cash. Shares of Stock underlying the vested Incentive Awards will be delivered to you


		by the Company as soon as practicable following the applicable vesting date, but in no event later than March 15 ^th of the calendar year following the applicable vesting date.

Evidence of Issuance		The Company will issue your Incentive Awards in the name set forth on the cover sheet. The issuance of the shares of Stock with respect to the grant of Incentive Awards evidenced by this Agreement shall be evidenced in such a manner as the Committee, in its discretion, deems appropriate, including, without limitation, book-entry, registration, or issuance of one or more Stock certificates, with any unvested shares bearing the appropriate restrictions imposed by this Agreement. As your interest in the shares of Stock under the grant of Incentive Awards vests, the recordation of the number of shares attributable to you will be appropriately modified if necessary. You will have no further rights with regard to Incentive Awards once the shares of Stock related to such Incentive Awards have been issued. If and to the extent that the shares of Stock under the grant of Restricted Stock are represented by Stock certificates rather than book entry, all such certificates shall bear the following legend, which shall be removed if and when the Restricted Stock vests: “THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS, AND CONDITIONS (INCLUDING FORFEITURE PROVISIONS AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE BAR HARBOR BANKSHARES AND SUBSIDIARIES EQUITY INCENTIVE PLAN OF 2015 AND AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND BAR HARBOR BANKSHARES OR ITS AFFILIATES. A COPY OF THE PLAN AND AGREEMENT ARE ON FILE IN THE OFFICE OF THE CLERK OF BAR HARBOR BANKSHARES.” To the extent the shares of Restricted Stock are represented by a book entry, such book entry will contain an appropriate legend or restriction similar to the foregoing.

Transferability		The Incentive Awards may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the Incentive Awards be made subject to execution, attachment, or similar process. If you attempt to do any of these things, you will immediately and automatically forfeit your Incentive Awards. After vesting of the Incentive Awards, the shares of Stock issued may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the shares of Stock be made subject to execution, attachment, or similar


		process, (i) in the case of shares of Stock awarded pursuant to the vesting of Restricted Stock, until the first (1 ^st ) anniversary of the applicable vesting date and (ii) in the case shares of Stock awarded pursuant to an Actual Performance Award, until the third (3 ^rd ) anniversary of the applicable vesting date.

Vesting and Delivery upon Termination of Restricted Stock		Death/Disability/Retirement . If your Continuous Service terminates prior to vesting of your Restricted Stock because of your death, Disability, or Retirement (as defined below), a pro rata portion of the unvested shares underlying your Restricted Stock shall vest on the next scheduled vesting date based on your Continuous Service up to the effective date of your termination. Shares underlying the Restricted Stock will be delivered on the delivery date specified under the “Delivery of Stock Pursuant to Vested Incentive Awards” heading above. Other Termination of Continuous Service . If you incur a termination of Continuous Service for any reason other than those specified above, whether voluntary or involuntary and prior to a Change in Control, you will forfeit all rights to the shares of Restricted Stock that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed.

Vesting and Delivery upon Termination of Performance Units		Death/Disability/Retirement. If your Continuous Service terminates prior to vesting of your Performance Units because of your death, Disability, or Retirement (as defined below), a pro rata portion of the unvested shares underlying your Actual Performance Award shall vest based on attainment of the Performance Factors and based on your Continuous Service up to the effective date of your termination. Shares underlying the Actual Performance Award will be delivered on the delivery date specified under the “Delivery of Stock Pursuant to Vested Incentive Awards” heading above. Other Termination of Employment . If you incur a termination of Continuous Service for any reason other than those specified above, whether voluntary or involuntary and prior to a Change in Control, you will forfeit all rights to the Performance Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed.

Definition of Retirement		For purposes of this Agreement, “ *Retirement* ” means either (i) attainment of age sixty-five (65) or (ii) attainment of age sixty (60) and ten (10) years of Continuous Service.

Leaves of Absence		For purposes of this Agreement, your Continuous Service does not terminate when you go on a bona fide leave of absence that was approved by the Company in writing if the terms of the leave provide for continued service crediting, or when continued service crediting is required by applicable law. Your Continuous Service terminates in any event when the approved leave ends unless you immediately return to active employee work.


		The Committee determines, in its sole discretion, which leaves count for this purpose and when your Continuous Service terminates for all purposes under the Plan.

Change in Control		Restricted Stock . In the event your Continuous Service terminates without Cause (other than as a result of Disability) or for Good Reason, in each case in anticipation of or after a Change in Control, the unvested shares underlying your Restricted Stock (i) shall vest in full as of the later of (a) a date prior to the consummation of the Change in Control as the Committee shall determine (or, if the Committee shall not determine such a date, as of the date that is five (5) days prior to the consummation of the Change in Control) and (b) the date of your termination of Continuous Service and (ii) shall not be subject to the one (1)-year holding requirement specified under the “Transferability” heading above. Your termination of Continuous Service shall be deemed to be in anticipation of a Change in Control if it occurs within the twelve (12)-month period prior to the occurrence of the Change in Control. Performance Units . In the event your Continuous Service terminates without Cause (other than as a result of Disability) or for Good Reason, in each case in anticipation of or after a Change in Control, the unvested shares underlying the Target Award of Performance Units (i) shall vest in full as of the later of (a) a date prior to the consummation of the Change in Control as the Committee shall determine (or, if the Committee shall not determine such a date, as of the date that is five (5) days prior to the consummation of the Change in Control) and (b) the date of your termination of Continuous Service and (ii) shall not be subject to the three (3)-year holding requirement specified under the “Transferability” heading above. Your termination of Continuous Service shall be deemed to be in anticipation of a Change in Control if it occurs within the twelve (12)-month period prior to the occurrence of the Change in Control.

Withholding Taxes		You agree as a condition of these Awards that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the receipt of, vesting of, or otherwise with respect to the Incentive Awards. In the event that the Company determines that any federal, state, or local tax or withholding payment is required relating to the Incentive Awards, in addition to the Company’s right to withhold any compensation paid to you by the Company, you may also satisfy the withholding obligations by (i) tendering a cash payment or (ii) delivering owned and unencumbered shares of Stock to the Company.

Section 83(b) Election		Under Section 83 of the Code, the difference between the purchase price paid for the shares of Restricted Stock and their Fair Market Value on the date any forfeiture restrictions applicable to such shares lapse will be reportable as ordinary income at that time. For this purpose, “forfeiture restrictions” include the forfeiture as to unvested Restricted


		Stock described herein. You may elect to be taxed at the time the shares of Restricted Stock are acquired, rather than when such shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days after the Grant Date. You will have to make a tax payment to the extent the purchase price is less than the Fair Market Value of the shares on the Grant Date. No tax payment will have to be made to the extent the purchase price is at least equal to the Fair Market Value of the shares on the Grant Date. The form for making this election is attached as Exhibit B hereto. Failure to make this filing within the thirty (30)-day period will result in the recognition of ordinary income by you (in the event the Fair Market Value of the shares as of the vesting date exceeds the purchase price) as the forfeiture restrictions lapse. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE ANY CODE SECTION 83(b) ELECTION.

Retention Rights		Neither your Incentive Awards nor this Agreement gives you the right to be retained or employed by the Company (or any of its Affiliates) in any capacity. The Company (and any Affiliate) reserves the right to terminate your Continuous Service with or without notice and with or without Cause.

Stockholder Rights		You have no rights as a stockholder with respect to the shares of Stock underlying the Incentive Awards unless and until either a certificate evidencing your Stock has been issued or an appropriate book entry has been made on the Company’s books. No adjustments are made for dividends, distributions, or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan.

Adjustments		In the event of a stock split, stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares, or a similar change in the Stock, the number of shares covered by the Incentive Awards will be adjusted by the Committee (and rounded down to the nearest whole number) in accordance with the terms of the Plan. The Committee adjustments will be final, binding, and conclusive.

Corporate Activity		Your Incentive Awards shall be subject to the terms of any applicable agreement of merger, liquidation, or reorganization in the event the Company is subject to such corporate activity, consistent with Section 14 of the Plan.


Forfeiture of Rights		If you should take actions in violation or breach of, or in conflict with, any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate, any confidentiality obligation with respect to the Company or any Affiliate, otherwise in competition with the Company or any Affiliate, any material Company or Affiliate policy or procedure, any other material agreement, or any other material obligation to the Company or any Affiliate, the Company has the right to cause an immediate forfeiture of your rights to the Incentive Awards, and the Incentive Awards shall immediately and automatically expire. In addition, if you have been issued shares of Stock in settlement of any portion of the Incentive Awards during the two (2)-year period prior to your actions, you will owe the Company a cash payment (or forfeiture of shares of Stock) in an amount determined as follows: (i) for any shares of Stock that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), and (ii) for any shares of Stock that you still own, the amount will be the number of shares of Stock owned times the Fair Market Value of the shares of Stock on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the shares or any other shares of Stock or making a cash payment or a combination of these methods as determined by the Company in its sole discretion).

Clawback		The Incentive Awards are subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (i) any Company “clawback” or recoupment policy or (ii) any law, rule, or regulation that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy or law, rule, or regulation. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of the Incentive Awards earned or accrued during the twelve (12)-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance.

Applicable Law		The laws of the State of Maine will govern all questions concerning the construction, validity, and interpretation of this Agreement, without regard to any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.


The Plan		The text of the Plan is incorporated in this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant of Incentive Awards. Any prior agreements, commitments, or negotiations concerning this grant are superseded. *Certain capitalized terms used in this Agreement are defined in the Plan and have the meaning set forth in the Plan.*

Data Privacy		To administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting the Incentive Awards, you give explicit consent to the Company and its Affiliates to process any such personal data.

Consent to Electronic Delivery		By accepting the Incentive Awards, you consent to receive documents related to the Incentive Awards by electronic delivery and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, and your consent shall remain in effect throughout your term of Continuous Service and thereafter until you withdraw such consent in writing to the Company.

Code Section 409A		The Incentive Awards are intended to comply with Code Section 409A (“ *Section 409A* ”). To the extent required to avoid accelerated taxation and tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided during the six (6)-month period immediately following your separation from service (within the meaning of Section 409A) will instead be paid on the first payroll date after the six (6)-month anniversary of your separation from service (or death, if earlier). For purposes of the Incentive Awards, a termination of Continuous Service only occurs upon an event that would be a separation from service within the meaning of Section 409A. Neither the Company, any Affiliate, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Section 409A, and neither the Company, any Affiliate, the Board, nor the Committee will have any liability to you or other person for such tax or penalty.

By signing this Agreement, you agree to all of the terms and

conditions described in this Agreement and in the Plan.

BAR HARBOR BANKSHARES AND SUBSIDIARIES

EQUITY INCENTIVE PLAN OF 2015

RESTRICTED STOCK AND

PERFORMANCE-BASED RESTRICTED STOCK UNIT

AGREEMENT

EXHIBIT A

The Performance Units will vest based on the achievement of Performance Factors to be established and tailored as of the Grant Date by the Committee based on one or more Performance Measures under the Plan and consistent with the terms of the Plan.

EXHIBIT B

ELECTION UNDER SECTION 83(b) OF

THE INTERNAL REVENUE CODE

The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

The name, address, and social security number of the undersigned:


Name:
Address:


Social Security No.:

Description of property with respect to which the election is being made:

shares of common stock, par value $2.00 per share, of Bar Harbor Bankshares, a Maine corporation, (the “Company”).

The date on which the property was transferred is 201 .

The taxable year to which this election relates is calendar year 201 .

Nature of restrictions to which the property is subject:

The shares of common stock are subject to the provisions of a Restricted Stock Agreement between the undersigned and the Company. The shares of stock are subject to forfeiture under the terms of the Agreement.

The fair market value of the property at the time of transfer (determined without regard to any lapse restriction) was $ per share, for a total of $ .

The amount paid by the undersigned for the property was $ .

A copy of this statement has been furnished to the Company.

Dated: , 201

Taxpayer’s Signature

Taxpayer’s Printed Name

PROCEDURES FOR MAKING ELECTION

UNDER INTERNAL REVENUE CODE SECTION 83(b)

The following procedures must be followed with respect to the attached form for making an election under Internal Revenue Code section 83(b) in order for the election to be effective: ¹

1. You must file one copy of the completed election form with the IRS Service Center where you file your federal income tax returns within 30 days after the Grant Date of your Restricted Stock.

2. At the same time you file the election form with the IRS, you must also give a copy of the election form to the Secretary of the Company.

¹	Whether or not to make the election is your decision and may create tax consequences for you. You are advised to consult your tax advisor if you are unsure whether or not to make the election.

Exhibit 23.1

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Consent of Independent Registered Public Accounting Firm

The Board of Directors

Bar Harbor Bankshares:

We consent to the incorporation by reference in the registration statement on Form S-8 of Bar Harbor Bankshares of our reports dated March 16, 2015, with respect to the consolidated balance sheets of Bar Harbor Bankshares and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2014, and the effectiveness of internal control over financial reporting as of December 31, 2014, which reports appear in the December 31, 2014 annual report on Form 10-K of Bar Harbor Bankshares.

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Boston, Massachusetts

August 18, 2015

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