EXHIBIT 14
                      CODE OF BUSINESS CONDUCT AND ETHICS

On April 15, 2004, the Board of Directors of First National Lincoln Corporation
adopted a Code of Business Conduct and Ethics, pursuant to the requirements of
Section 406 of the Sarbanes-Oxley Act of 2002, and has been posted this Code of
Ethics on the Company's website:


                      FIRST NATIONAL LINCOLN CORPORATION
                     CODE OF BUSINESS  CONDUCT AND ETHICS

The Board of Directors of First National Lincoln Corporation (and its
subsidiary, The First National Bank of Damariscotta) the "Company" has adopted
this Code of Business Conduct and Ethics (this "Code") to:
* promote honest and ethical conduct, including fair dealing and the ethical
handling of conflicts of interest;
* promote full, fair, accurate, timely and understandable disclosure;
* promote compliance with applicable laws and governmental rules and
regulations;
* ensure the protection of the Company's legitimate business interests,
including corporate opportunities, assets and confidential information; and
* deter wrongdoing.
     All directors, officers and employees of the Company are expected to be
familiar with the Code and to adhere to those principles and procedures set
forth in the Code that apply to them.  The Company's more detailed policies and
procedures set forth in the Human Resources Policy Manual and other applicable
procedures manuals are separate requirements and are not part of this Code.
     For purposes of this Code, the "Code of Ethics Contact Person" will be
Susan A. Norton, Vice President Human Resources and Compliance.
     From time to time, the Company may waive some provisions of this Code.
Any waiver of the Code for executive officers or directors of the Company may
be made only by the Board of Directors and must be promptly disclosed as
required by Securities and Exchange Commission ("SEC") or Nasdaq rules.  Any
waiver for other employees may be made only by the Code of Ethics Contact
Person.

I. Honest and Candid Conduct

Each director, officer and employee owes a duty to the Company to act with
integrity. Integrity requires, among other things, being honest and candid.
     Each director, officer and employee must:
* Act with integrity, including being honest and candid while still maintaining
the confidentiality of information where required or consistent with the
Company's policies.
* Observe both the form and spirit of laws and governmental rules and
regulations, accounting standards and Company policies.
* Adhere to a high standard of business ethics.
     Our advertising should always be truthful and in compliance with
applicable federal and state regulations.  If we make specific claims about our
products or services, we should have evidence to substantiate those claims.  We
should not label or market our products or services in any way that might cause
confusion between our products or services and those of any of our competitors.
Similarly, we should be alert to any situation where a competitor may be
attempting to mislead potential customers as to its products or services in a
manner detrimental to the Company, and inform appropriate management of any
such cases.
     If we offer advertising or promotional allowances, we should offer them on
a proportionately equal basis to all of our customers.  We should not disparage
any of the products, services, or employees of any of our competitors.  If we
do engage in any comparison of our products or services against those of our
competitors, such comparisons should be fair.
     If we supply any estimates - such as cost estimates - they must be fair
and reasonable.  To the maximum extent possible, they should be backed up by
objective facts and experience.  To the extent that the estimate cannot be
objectively verified, it should be based upon the good faith judgments of those
making the estimate.  We will not use gifts, excessive entertainment, or any
other ways to improperly influence our potential customers/clients.  We will
market our products and services on the basis of our price, quality, and
service.
     The Company will not pay any bribe, gratuity, kickback, or any similar
payment to anyone, including agents of our customers or members of their
families, in connection with the sale of any of our products or services.
Should any such payments be requested, the Company's senior management should
be contacted immediately.  Company policy is to forgo any business which can
only be obtained by improper or illegal payments.

II. Conflicts of Interest

A "conflict of interest" occurs when an individual's private interest
interferes or appears to interfere with the interests of the Company.  A
conflict of interest can arise when a director, officer or employee takes
actions or has interests that may make it difficult to perform his or her
Company work objectively and effectively.  For example, a conflict of interest
would arise if a director, officer or employee, or a member or his or her
family, or an entity in which a director, officer or employee (or a member of
his or her family) has a material financial interest and/or ownership interest
receives improper personal benefits as a result of his or her position in the
Company.  Any material transaction or relationship that would reasonably be
expected to give rise to a conflict of interest should be discussed with the
Code of Ethics Contact Person.
     Service to the Company should never be subordinated to personal gain and
advantage.  Conflicts of interest should, wherever possible, be avoided.
     In particular, clear conflict of interest situations involving directors,
executive officers and other employees who occupy supervisory positions or who
have discretionary authority in dealing with any third party specified below
may include the following:
* any significant ownership interest in any vendor/service provider to the
Company or customer/client;
* any consulting or employment relationship with any customer/client,
vendor/supplier or competitor;
* any outside business activity that detracts from an individual's ability to
devote appropriate time and attention to his or her responsibilities with the
Company;
* the receipt of non nominal gifts or excessive entertainment from any company
or person with which the Company has current or prospective business dealings;
* being in the position of supervising, reviewing or having any influence on
the job evaluation, pay or benefit of any immediate family member; and
* selling anything to the Company or acquiring credit or financial services
from the Company, except on the same terms and conditions as comparable
directors, officers or employees and persons unaffiliated with the Company are
permitted to so acquire or sell.
     Such situations, if material, should always be discussed with the Code of
Ethics Contact Person and approved in writing by the President.  In the case of
any conflict involving a director or executive officer, such approval must be
given by the Board of Directors.
     Nothing contained herein shall require approval of transactions involving
extensions of credit or overdrafts that are in compliance with Regulation O
promulgated by the Office of the Comptroller of the Currency, or transactions
involving Company stock pursuant to The First National Bank Savings and
Investment Plan, the Employee and Director Stock Purchase program, the Stock
Option Plan and the Dividend Reinvestment Plan.
     Anything that would present a conflict for a director, officer or employee
would likely also present a conflict if it is related to a member of his or her
family.

III. Disclosure

Each director, officer or employee involved in the Company's disclosure
process, including the Chief Executive Officer, the Chief Financial Officer and
the Controller (the "Senior Financial Officers"), is required to be familiar
with and comply with the Company's disclosure controls and procedures and
internal controls over financial reporting, to the extent relevant to his or
her area of responsibility, so that the Company's public reports and documents
filed with the SEC comply in all material respects with the applicable federal
securities laws and SEC rules. In addition, each such person having direct or
supervisory authority regarding these SEC filings or the Company's other public
communications concerning its general business, results, financial condition
and prospects should, to the extent appropriate within his or her area of
responsibility, consult with other Company officers and employees and take
other appropriate steps regarding these disclosures with the goal of making
full, fair, accurate, timely and understandable disclosure.
     Each director, officer or employee who is involved in the Company's
disclosure process, including without limitation the Senior Financial Officers,
must:
* Familiarize himself or herself with the disclosure requirements applicable to
the Company as well as the business and financial operations of the Company.
* Not knowingly misrepresent, or cause others to misrepresent, facts about the
Company to others, whether within or outside the Company, including to the
Company's independent auditors, governmental regulators and self regulatory
organizations.
* Properly review and critically analyze proposed disclosure for accuracy and
completeness (or, where appropriate, delegate this task to others).

IV. Compliance; Transactions in Company Stock

It is the Company's policy to comply with all applicable laws, rules and
regulations. It is the personal responsibility of each employee, officer and
director to adhere to the standards and restrictions imposed by those laws,
rules and regulations.
     The Company is strongly supportive of the acquisition, accumulation and
retention by directors and executive officers of the Company's stock.  The
Company firmly believes that director and officer stock ownership underscores
the director's or officer's commitment to and belief in the Company and sends a
very positive message to other stockholders, the Company's employees and
customers, and the community.
     In the interest of good stockholder relations and strong corporate
governance, the Company prohibits the acquisition by directors or executive
officers of Company stock at a discount from the current market price (except
pursuant to the exercise of stock options).  Although stock transactions are
generally conducted through brokers, given the relatively small number of
stockholders and the relatively low volume of trading in the Company's stock,
it is not unusual for the identities of buyers and sellers and the terms of
trades to become known in the community.  The knowledge that directors or
executive officers have acquired Company stock from other stockholders at below
market prices could lead to resentment or perception of unfair dealing,
possibly resulting in damage to the Company's good relationship with its
stockholders and loss of good will within the community. In addition,
transactions conducted at below market prices may serve to drive down the
market price of the stock, which, particularly when coupled with the knowledge
that a director or officer has been buying in the market at discounted prices,
may cause concern among stockholders as to the current and prospective value of
their investment in the Company.  The Company believes that, in light of the
potential damage to the Company and its stockholders from such transactions,
directors and executive officers should forego the short term monetary benefit
afforded by below market stock purchases, and, except as otherwise provided
above, restrict their stock transactions in Company stock to current market
prices.
     In connection with purchases or sales of the Company's stock, directors,
officers and employees are reminded that, under Rule 10b-5 of the Securities
Exchange Act of 1934, it is unlawful to purchase or sell Company stock while in
possession of material, non-public information with respect to the Company.  A
piece of information is material if a reasonable person would consider it
important (but not necessarily determinative) in deciding whether to purchase,
sell or hold the stock.  Examples of such information include knowledge of a
pending major transaction (such as an acquisition), unanticipated changes in
earnings or adverse regulatory developments, while such information has not
been publicly disclosed by the Company.  Rule 10b-5 will compel the directors,
officers, employees and others possessing such knowledge to refrain from
purchasing or selling shares of the Company's stock until such time as the
information has been publicly disseminated.  Similarly, directors, officers and
employees are reminded to exercise great care and discretion in maintaining the
confidentiality of such material, non-public information. The consequences of
such unlawful trading by directors, officers and employees or those to whom
directors, officers or employees may have disclosed such information (whether
knowingly or inadvertently) may include fines, punitive damages, civil
liability and criminal sanctions as well as severe harm to the Company's public
image and stockholder, customer and regulatory relations.  Thus, the Company
expects all directors, officers and employees to adhere scrupulously to these
legal requirements.  Without limiting the foregoing, directors, officers and
employees are reminded of the Company's policies relating to stock trading,
including those relating to periods in which no trading in Company stock is
permitted for directors, officers and employees.
     In addition to these ethical considerations, Board members and executive
officers are reminded that certain reporting protocols must be followed when
they or their immediate family members (directly or through trusts) conduct any
transactions in the Company's stock.  Any questions about these trading
prohibitions or reporting requirements should be directed to the Chief
Financial Officer or the Executive Secretary.
     Because the Company is subject to federal and state financial institution
statutory and regulatory obligations and restrictions, all Company directors,
executive officers and employees are directed to the Company's Compliance
Manual, which sets forth in greater detail the obligations of such personnel
relating to such laws and regulations.

V. Reporting and Accountability

The Board of Directors is responsible for applying this Code to specific
situations in which questions are presented to it, and has the authority to
interpret this Code in any particular situation, including without limitation
any such situation involving possible waivers of this Code with respect to any
director or executive officer.  Any director, officer or employee who becomes
aware of any existing or potential violation of this Code is required to notify
the Code of Ethics Contact Person promptly.  Failure to do so is itself a
violation of this Code.
     Any questions relating to how this Code should be interpreted or applied
should be addressed to the Code of Ethics Contact Person.  A director, officer
or employee who is unsure of whether a situation violates this Code should
discuss the situation with the Code of Ethics Contact Person to prevent
possible misunderstandings and embarrassment at a later date.
     Each director, officer or employee must:
* Notify the Code of Ethics Contact Person promptly of any existing or
potential violation of this Code.
* Not retaliate against any other director, officer or employee for reports of
potential violations that are made in good faith.
     The Board of Directors, the President and the Code of Ethics Contact
Person shall take all action they consider appropriate to investigate any
violations reported to them.  If a violation has occurred, the Company will
take such disciplinary or preventive action as it deems appropriate, including
potential discharge from employment, after consultation with the Board of
Directors, in the case of a director or executive officer, or the President, in
the case of any other employee.
     Every employee and director of the Company shall be given a copy of this
Code and asked to sign a statement acknowledging receipt of it.  Every new
employee will be given a copy of the Code and asked to acknowledge receipt of
it either at or within one week of hiring.
     In the event of any changes or amendments to this Code, such changes or
amendments will be provided to all Company employees in the most expeditious
way possible.  If there are interpretations of the Code of broad application to
our employees, those will also be appropriately distributed.
     No representation is expressed or implied that the policies stated herein
are all the relevant policies nor that they are a comprehensive, full, or
complete explanation of the laws that are applicable to the Company and its
employees.  All Company employees have a continuing obligation to familiarize
themselves with applicable law and Company policy.

VI. Governmental Investigations and Legal Proceedings

It is the policy of the Company to fully cooperate with any government
investigation. A condition of such cooperation, however, is that the Company be
adequately represented in any such investigation by its own legal counsel.
Accordingly, anytime anyone in the Company obtains any knowledge that would
lead one to reasonably believe that a government investigation or inquiry was
underway, this information should be communicated immediately to the Company's
President. The two preceding sentences do not apply to routine, periodically
recurring interactions with the Company's principal regulators, such as annual
bank regulatory audits or inspections.
     In some government investigations, the Company's lawyers can protect the
interests of both the Company and the employees.  In some cases, there may be a
conflict of interest between the Company and individual employees, and
individual employees may need their own legal counsel.
     In some cases, the Company may be able and willing to pay for the
individual's own legal counsel, but this must be determined on a case by case
basis as the law imposes some restrictions on the Company's ability to do so,
and the Board retains discretion concerning such uses of Company funds.
     Employees should never, under any circumstances,
(1) destroy any Company documents in anticipation of a request for those
documents from any government agency or a court;
(2) alter any Company documents or records;
(3) lie or make any misleading statements to any government investigator (this
includes routine, as well as nonroutine investigations - there is a separate
federal statute relating to the making of false statements to investigators of
a crime); or
(4) attempt to cause any other Company employee, or any other person, to fail
to provide information to any government investigator or to provide any false
or misleading information.
     Should any government inquiry arise through the issuance of a written
subpoena or written request for information (such as a Civil Investigative
Demand) such request should immediately, and before any action is taken or
promised, be submitted to the Company's President.  The foregoing sentence does
not apply to such inquiries that are received with respect to an individual
customer or his, her or its account status or activity.

VII. Corporate Opportunities

Directors, officers and employees owe a duty to the Company to advance the
Company's business interests when the opportunity to do so arises.  Directors,
officers and employees are prohibited from taking (or directing to a third
party) a business opportunity that is discovered through the use of corporate
property, information or position, unless the Company has already been offered
the opportunity and turned it down.  More generally, directors, officers and
employees are prohibited from using corporate property, information or position
for personal gain and from competing with the Company.
     Sometimes the line between personal and Company benefits is difficult to
draw, and sometimes there are both personal and Company benefits in certain
activities.  Directors, officers and employees who intend to make use of
Company property or services in a manner not solely for the benefit of the
Company should consult beforehand with the Code of Ethics Contact Person.

VIII. Confidentiality; Electronic Communications

In carrying out the Company's business, directors, officers and employees often
learn confidential or proprietary information about the Company, its
customers/clients or its suppliers/vendors.  Directors, officers and employees
must maintain the confidentiality of all information so entrusted to them,
except when disclosure is authorized or legally mandated.
     It is very important for all directors, officers and employees to
appropriately safeguard the Company's confidential information and that of its
customers and to refuse any improper access to confidential information of any
other company, including our competitors.
     In terms of our own confidential information, the following should be our
guidelines.
1. Any Company proprietary information and any customer information to which we
may have access should be discussed with others within the Company only on a
need to know basis.
2. If we wish to disclose our own confidential information to any people
outside of our Company, it should be done only in conjunction with appropriate
confidential information disclosure agreements, which can be provided by the
Company's counsel.
3. We should always be alert to inadvertent disclosures that may arise in
either social conversations or in normal business relations with our vendors
and customers.
     Confidential or proprietary information of our Company or our customers,
and of other companies or persons, includes any information that is not
generally disclosed and that is useful or helpful to the Company and/or which
would be useful or helpful to competitors of the Company, as well as any non
public information that would be harmful to the relevant company or person or
useful or helpful to competitors if disclosed.  Common examples include such
things as financial data, sales figures for individual products or services or
groups of products or services, planned new products or services or planned
advertising programs, areas where the Company (or another entity) intends to
expand, lists of suppliers, lists of customers, customer deposit or loan data,
customer financial statements or credit application information, wage and
salary data, capital investment plans, projected earnings, changes in
management or policies of the Company (or another entity), communications to or
from regulatory authorities, testing data, suppliers' prices to us, or any
plans we may have for improving any of our products or services.
     Reference should be made to the Company's employee manual for more
detailed and specific guidelines and procedures relating to confidentiality.
     Any director, officer or employee utilizing the Company's information
systems must review and comply with the Company's Information Systems
Acceptable Use Policy, which is included in the Company's employee manual;
copies may also be obtained from the Code of Ethics Contact Person.

IX. Fair Dealing

We have a history of succeeding through honest business competition. We do not
seek competitive advantages through illegal or unethical business practices.
Each director, officer and employee should endeavor to deal fairly with the
Company's customers/clients, service providers, vendors/suppliers, competitors
and employees. No director, officer or employee should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any unfair dealing practice.

X. Protection and Proper Use of Company Assets

All directors, officers and employees should protect the Company's assets and
ensure their efficient use.  All Company assets should be used only for
legitimate business purposes.
     The Company's policy is to respect copyright laws and observe the terms
and conditions of any license agreements to which the Company has agreed.  In
most cases, this means that the software used by our employees is copyrighted,
and the Company does not have the right to make copies of that software except
for backup purposes.  This includes not only the substantial software programs
the Company may license, but also the smaller so called shrink wrap programs
typically used for word processing, spreadsheets, and data management.
     The Company generally does not purchase these programs, but instead
licenses them.  Both the license agreement and general copyright laws prohibit
duplication of these programs.  This is true even if the programs are not "copy
protected."