As filed with the Securities and Exchange Commission
on September 11, 1998
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FIRST NATIONAL LINCOLN CORPORATION
(Exact Name of Issuer as specified in its charter)
Maine 01-0404322
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Main Street
P.O. Box 940
Damariscotta, Maine 04543
(Address of Principal Executive Offices) (Zip Code)
STOCK PURCHASE PLAN
(Full title of the plan)
David J. Champoux
Pierce Atwood
One Monument Square
Portland, Maine 04101
(Name and address of agent for service)
(207)791-1100
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum minimum
Securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
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Common 40,464 $22.50 (1) $22.50 (1) $268.58
Stock, shares
$.01
par value
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(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the bid and asked prices on the NASDAQ System of the
Common Stock on September 10, 1998 in accordance with Rules 457(c) and 457(h)
of the Securities Act of 1993.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the Registrant's Stock Purchase Plan pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, which are filed with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by reference:
(1) The Registrant's latest annual report filed pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(2) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the document
referred to in (1) above.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the respective dates of filing of such documents.
Item 4. Description of Securities
The Registrant has a single class of Common Stock and presently is
authorized to issue up to 6,000,000 shares, $.01 par value, of which 2,476,450
shares currently are outstanding.
Each share of the Common Stock is entitled to one vote on each matter
coming before the stockholders. The presence in person or by proxy of the
holders of not less than one-third of the shares entitled to vote at any
meeting constitutes a quorum at that meeting. With the exception of certain
matters relating to business combinations described in detail below, or with
respect to matters which, under Maine law, require the approval of the holders
of a greater number or percentage of outstanding shares, action at any meeting
at which a quorum is present may be taken by the affirmative vote of the
holders or representatives of a majority of the stock represented. The Bylaws
of the Registrant provide for staggered terms for directors, whereby one-third,
as nearly as may be, of the directors are elected in each year for a three year
term. There is no provision for cumulative voting in the election of directors
or with respect to any other matter.
The Registrant may pay dividends out of funds legally available therefor
when and if declared by the Board of Directors. The only material sources of
funds available for the payment of dividends are dividends received from the
Registrant's wholly-owned subsidiary, The First National Bank of Damariscotta
(the "Bank"). The payment of dividends by the Bank is subject to limitations
imposed by federal law and regulatory authorities. Dividends may be declared
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by the Bank out of so much of its net profits as the directors deem
appropriate, subject to the limitation that before a dividend is declared the
Bank must carry at least 10% of its net profits from the preceding half year in
the case of quarterly or semi-annual dividends, or at least 10% of its net
profits of the preceding two consecutive half year periods in the case of
annual dividends, to its surplus account until the surplus account is equal to
the amount of its capital stock. In addition, the approval of the Office of
the Comptroller of the Currency is required if the total of all dividends
declared by the Bank in any calendar year will exceed the total of its net
profits of that year combined with its retained net profits of the preceding
two years, less any required transfers to surplus. The holders of the
Registrant's common stock are entitled to receive and share equally in such
dividends as are declared by the Board of Directors. In the event of any
liquidation, dissolution or winding up of the Registrant, common stockholders
would be entitled to receive all of the assets of the Registrant remaining
after payment of its debts and liabilities and certain expenses incurred in
connection with winding up the Registrant's affairs. Holders of the
Registrant's common stock have no preemptive rights.
The Registrant's Articles of Incorporation include provisions which govern
any proposed "Business Combination" (defined generally to include certain
sales, exchanges, leases, mortgages, pledges, transfers or other dispositions
of assets, mergers or consolidations, adoptions of plans or proposals for
liquidation or dissolution or certain issuances and reclassifications of
securities of the Registrant) between the Registrant or its subsidiary, on the
one hand, and an Interested Stockholder, affiliate or associate thereof, on the
other hand, as well as additional provisions governing selected "Control
Transactions" involving changes in control of the Registrant or its subsidiary,
irrespective of whether an Interested Stockholder is involved. An "Interested
Stockholder" is defined generally to include any individual, entity or group,
other than the Registrant and its subsidiaries or their employee benefit plans,
which is the beneficial owner of ten percent (10%) or more of the common stock
outstanding.
The Registrant's Articles of Incorporation require the prior affirmative
vote of the holders of at least eighty percent (80%) of all outstanding shares
of stock entitled to vote in order for the Registrant or any of its
subsidiaries to engage, directly or indirectly, in any Business Combination
with an Interested Stockholder. This requirement does not apply, however, to
any Business Combination which is approved by a majority of the Continuing
Directors (defined generally as those directors who are not affiliates,
associates or representatives of the Interested Stockholder and who were
elected prior to the time that an Interested Stockholder became an Interested
Stockholder, and any successor of a Continuing Director who is not an
affiliate, associate or representative of the Interested Stockholder and is
recommended or elected to succeed the Continuing Director by a majority of
Continuing Directors). In the event that this latter condition is met, the
Business Combination would require only the shareholder vote required by law,
the Articles of Incorporation, the Bylaws, or otherwise. (The provisions
described below, however, nonetheless require the affirmative vote of the
holders of at least 66 2/3% of the outstanding voting shares of the Registrant
for certain mergers, substantial asset sales or stock issuances, and for the
liquidation of the Registrant or a subsidiary, irrespective of whether an
Interested Stockholder is involved or the board of directors approves such
transaction.)
In addition, in the event that a Business Combination with an Interested
Stockholder does occur without the approval of a majority of the Continuing
Page 2
Directors, each stockholder must be offered by the Interested Stockholder the
opportunity to exchange such stockholder's shares of common stock for
consideration not less in value than the highest price paid by the Interested
Stockholder in acquiring any of its holdings in the Registrant, and no
stockholder will receive consideration different in form or proportion from
that received by any other stockholder in connection with the Business
Combination.
The Articles of Incorporation require the prior approval of a majority of
the Registrant's directors and of the holders of at least sixty-six and two-
thirds percent (66 2/3%) of all outstanding shares of stock entitled to vote,
in order for the Registrant or any of its subsidiaries to engage, directly or
indirectly, in any Control Transaction (defined generally to include sales of
all or substantially all of the assets of the Registrant or a subsidiary,
liquidation, dissolution or mergers as a result of which the stockholders of
the Registrant or such subsidiary own less than sixty percent (60%) of the
stock of the surviving entity, or stock issuances resulting in a person or
group acting together owning twenty-five percent (25%) or more of the stock of
the Registrant or a subsidiary). Unlike the Business Combination provision
described above, the approval of a Control Transaction by the Registrant's
directors does not eliminate the need to obtain the stated higher level of
shareholder approval. Because the definitions of Control Transaction and
Business Combination overlap in several areas, in a Control Transaction that
happens to involve an Interested Stockholder, the approval of a majority of the
Continuing Directors would result only in the waiver of the 80% shareholder
vote otherwise required for Business Combinations; however, such a transaction
would also require the approval of a majority of all the directors and of the
holders of sixty-six and two-thirds percent (66 2/3%) of the Registrant's
outstanding stock, insofar as such requirements are not waivable under the
Control Transaction provisions.
The purpose of the Business Combination provision described above is to
restrict certain "self-dealing" transactions by a stockholder who could
otherwise be able, unilaterally, to cause a Business Combination to be
effectuated, and to give greater assurance to the stockholders that they will
receive fair and equitable treatment in the event of certain Business
Combinations involving the Registrant or a subsidiary and an Interested
Stockholder. The purpose of the Control Transaction provision described above
is to alter the approval standards otherwise applicable to such transactions,
which ordinarily require only board approval (in the case of stock issuances)
or board approval together with the approval of the holders of a bare majority
(50.1%) of the common stock of the Registrant, in order to require that certain
transactions that could undermine the Bank's identity and function as a
community bank serving the Mid-Coast region of Maine be taken only with the
approval of a more substantial majority of its owners. For example, a merger
with another bank resulting in the Registrant's stockholders collectively
owning a minority interest in the combined entity would necessitate a 66 2/3%
shareholder vote, due to the overall change in control associated with the
transaction, whereas a merger in which the Registrant were to acquire a smaller
bank and the Registrant's shareholders were to own collectively 75% of the
stock of the combined entity would require only the approval of the holders of
a majority of the Registrant's stock, on the basis that overall control would
not shift in the transaction.
However, these provisions may make more difficult or discourage a merger
or acquisition of control of the Registrant, including a transaction offering
financial terms deemed attractive by a majority in interest of the Registrant's
stockholders, since a Business Combination with an Interested Stockholder which
Page 3
is not approved by a majority of the Continuing Directors will require the
approval of the holders of eighty percent (80%) of all outstanding shares of
stock entitled to vote, and a Control Transaction must receive the approval of
a majority of the Registrant's directors and of the holders of sixty-six and
two-thirds percent (66 2/3%) of all outstanding shares of stock entitled to
vote. In addition, to the extent that these provisions discourage or impede
takeovers that would result in the change of the Registrant's management, such
changes may be less likely to occur.
Under Maine law, unless otherwise provided in the articles of
incorporation and upon the adoption of a resolution by the board of directors,
stockholders may amend the articles of incorporation by the affirmative vote of
the holders of a majority of all outstanding shares of stock entitled to vote.
The Articles of Incorporation of the Registrant, however, alter this quantum of
vote, and require the affirmative vote of the holders of not less than eighty
percent (80%) of all outstanding shares of stock entitled to vote, for any
amendment or provision affecting the provisions described above relating to
certain "Business Combinations" with an Interested Stockholder. However, the
special provisions described in this paragraph will not apply to, and special
votes shall not be required for, any amendment to the Business Combination
provisions which has been recommended by the Board of Directors, if a majority
of the directors then in office are Continuing Directors. The Control
Transaction provisions may be amended only by a vote of the holders of at least
66 2/3% of all outstanding shares entitled to vote, irrespective of whether the
Board of Directors recommends such an amendment. The special votes required
for amendments to these provisions of the Articles of Incorporation are
designed to prevent any stockholder from circumventing such provisions by
amending the Articles of Incorporation.
Management is not aware of any arrangement which could at a subsequent
date result in a change in control of the Registrant.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification
Section 719 of the Maine Business Corporation Act (13-A M.R.S.A. S. 101,
et seq.) authorizes the indemnification by the corporation of any person who is
a party or is threatened to be made a party to any action, suit or proceeding
by reason of that person's status as a director, officer, employee or agent of
the corporation; provided that no such indemnification may be provided for any
person if he or she shall have been finally adjudicated (i) not to have acted
honestly or in the reasonable belief that his or her action was in or not
opposed to the best interests of the corporation or its shareholders, or (ii)
in any criminal proceeding, to have had reasonable cause to believe his or her
conduct was unlawful. In the case of actions brought by or on behalf of the
corporation, indemnification may only be provided if the court determines that
such person is fairly and reasonably entitled to the requested indemnification.
Indemnification must be provided to the extent that a director, officer,
employee or agent has been successful, on the merits or otherwise, in defense
of an action of the type described in the first sentence of this paragraph.
The Bylaws of the Registrant provide that it shall indemnify any person
who is made a party to any threatened, pending or completed action, suit or
Page 4
proceeding by reason of the fact that he or she is or was a director, officer,
employee or agent of the Registrant against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding. No
indemnification may be provided for any director or officer who shall have been
finally adjudicated not to have acted in good faith in the reasonable belief
that his or her action was in the best interests of the Registrant or who had
reasonable cause to believe that his or her conduct was unlawful. Any
indemnification under this provision of the Bylaws, unless required under the
Bylaws or ordered by a court, can be made only as authorized in each specific
case upon determination by a majority of disinterested directors or by
independent legal counsel or by the shareholders that such indemnification is
appropriate under the standard set forth in the preceding sentence. The Bylaws
further empower the Registrant to purchase and maintain insurance on behalf of
its directors, officers, employees and agents with respect to any such claim,
action or proceeding.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. Undertakings
1. The 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; and
(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 (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed 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
Page 5
Registration Statement relating to the securities offered therein, 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.
2. The 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 any 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. 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 Securities and Exchange
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.
Page 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Damariscotta, State of Maine, on the 11th day of
September, 1998.
FIRST NATIONAL LINCOLN CORPORATION
By: Daniel R. Daigneault
Daniel R. Daigneault
President and Chief
Executive Officer
Page 7
POWER OF ATTORNEY
We, the undersigned officers and directors of FIRST NATIONAL LINCOLN
CORPORATION, hereby severally constitute Daniel R. Daigneault and F. Stephen
Ward, and each of them singly, our true and lawful attorneys with full power to
them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities
as officers and directors to enable FIRST NATIONAL LINCOLN CORPORATION to
comply with all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature Title
- -------------------------------------------------------------------------------
Daniel R. Daigneault President, Chief Executive )
Daniel R. Daigneault Officer and Director )
)
F. Stephen Ward Treasurer (Principal )
F. Stephen Ward Financial and Accounting )
Officer) )
)
M. Robert Barter Director )
M. Robert Barter )
)
Bruce A. Bartlett Director )
Bruce A. Bartlett ) July 16, 1998
)
Malcolm E. Blanchard Director )
Malcolm E. Blanchard )
)
Katherine M. Boyd Director )
Katherine M. Boyd )
)
Robert B. Gregory Director )
Robert B. Gregory )
)
Carl S. Poole, Jr. Director )
Carl S. Poole, Jr. )
)
David B. Soule, Jr Director )
David B. Soule, Jr. )
)
Parker L. Spofford Director )
Parker L. Spofford )
)
Stuart G. Smith Director )
Stuart G. Smith )
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Page 8
Exhibit Index
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Exhibit Number Description
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4.1(1) Articles of Incorporation of the Registrant
4.2(1) Bylaws of the Registrant
5 Opinion of Pierce Atwood
10 Stock Purchase Plan
24.1 Consent of Pierce Atwood (included in Exhibit 5)
24.2 Consent of Berry, Dunn, McNeil & Parker
25.1 Power of Attorney (see page 8
of this Registration Statement)
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(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 2-96573) and in the Registrant's Quarterly
Report filed on Form 10-Q for the second quarter of 1996.
Page 9
Exhibits 5 and 24.1
Opinion and Consent of Pierce Atwood
September 11, 1998
First National Lincoln Corporation
Main Street
P.O. Box 940
Damariscotta, Maine 04543
Re: Stock Purchase Plan
Dear Sirs:
We have assisted in the preparation of a Registration Statement on Form S-
8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 40,464 shares of Common Stock, $.01 par value (the
"Shares"), of First National Lincoln Corporation, a Maine corporation (the
"Company"), issuable under the Company's Stock Purchase Plan (the "Plan").
We have examined and relied upon the Company's Articles of Incorporation
and Bylaws and originals, or copies certified to our satisfaction, of all
pertinent records of the meetings of the directors and stockholders of the
Company, the Registration Statement and such other documents relating to the
Company as we have deemed relevant for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted
to us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies.
Based on and subject to the foregoing, we are of the opinion that the
Company has duly authorized for issuance the Shares covered by the Registration
Statement issued or to be issued under the Plan, as described in the
Registration Settlement, and the Shares, when issued in accordance with the
terms of the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
PIERCE ATWOOD
Page 10
Exhibit 10
THE FIRST NATIONAL BANK OF DAMARISCOTTA
STOCK PURCHASE PLAN
The First National Bank of Damariscotta, a national bank with its principal
place of business in the town of Damariscotta, County of Lincoln, State of
Maine (hereafter referred to as the Bank), hereby adopts the following stock
purchase plan for its employees of the Bank and members of the board of
directors of the Bank or of First National Lincoln Corporation (each a
"Director"), effective February 1, 1987 incorporating the following amendments;
amendment #1 Section 3, dated October 19, 1989; amendment #2 Section 6, dated
July 19, 1990; amendment #3 Section 1, Section 2, Section 3, Section 4, Section
6, Section 7, Section 8, dated February 16, 1995; and amendment #4, Section 4
and Section 7, dated December 22, 1997.
1. Purpose
This stock purchase plan (the Plan) is intended to advance the interests of the
Bank by providing employees of the Bank and Directors with an opportunity to
acquire or enlarge their proprietary interests in the Bank, through purchase of
First National Lincoln Corporation common stock, as an incentive to work for
its success and to encourage them to remain in the employ of the Bank or to
continue to serve on the board of directors of the Bank or First National
Lincoln Corporation, as applicable.
2. Administration
The Plan shall be administered by a Committee appointed by the Board of
Directors. The Committee may adopt rules and regulations from time to time for
carrying out the Plan. The Committee shall be responsible to the Board of
Directors for the operation of the Plan and shall make recommendations to the
Board with respect to participation in the Plan by employees of the Bank and by
Directors.
3. Eligibility
Any employee who has been in the employment of the Bank for a period of three
(3) consecutive calendar months, or until the completion of the probationary
period, and any Director who has served in such capacity for a period of three
(3) consecutive calendar months, shall be eligible to purchase stock under the
Plan.
4. Stock
First National Lincoln Corporation has, as of December 22, 1997, authorized
capital stock of 6,000,000 shares, of which 2,475,548 shares are issued and
outstanding. The First National Lincoln Corporation has allocated 80,000
shares of its common stock to The First National Bank of Damariscotta for the
purposes of the Plan.
5. Tax Considerations
The purchase of stock under this Plan will be subject to no special income tax
treatment.
6. Method of Payment
Payment for the stock will be by payroll deduction or, in the case of
Directors, by withholding of or deduction from director fee payments. In
addition, optional cash payments may be made by eligible employees or Directors
in amounts not to exceed $2,000 per calendar quarter. The committee will
provide authorization forms and will hold the stock subscribed for on behalf of
Page 11
the participant until full payment of the purchase price.
Purchases of shares under the Plan shall be effectuated on the first business
day of each fiscal quarter at the fair market value of such shares as of the
close of business on the last day of the immediately preceding fiscal quarter,
as determined by the Board of Directors of First National Lincoln Corporation.
Funds held by the Bank pursuant to payroll deduction, Directors' fees deduction
or withholding, or otherwise for the purchase of shares under the Plan, shall
be deposited in a non-interest-bearing checking account with the Bank in the
name of the Plan (the "Account") pending such purchases. No fractional shares
shall be purchased or issued under the Plan, and any funds held for the benefit
of a Plan participant in the Account which are not sufficient on a given
purchase date hereunder to purchase a whole share of stock shall be retained in
the Account for the benefit of such participant and shall be applied to shares
purchased by such participant on the next succeeding purchase date hereunder.
7. Securities Law Matters
Eligible Plan participants shall be entitled to elect to purchase shares under
the Plan or to terminate or modify an existing election to purchase shares
under the Plan, only by prior written notice delivered to the Board of
Directors of the Bank and taking effect on a designated date during the ten
(10) day period following the public availability, as determined by the Board
of Directors of the Bank, of any quarterly report on Form 10-Q or any annual
report on Form 10-K filed by First National Lincoln Corporation.
8. Termination and Amendment of the Plan
This Plan may be amended by action of the Boards of Directors of the Bank and
First National Lincoln Corporation, and will continue in effect until
terminated by the Boards of Directors of the Bank and First National Lincoln
Corporation.
Amended this 1st day of July, 1998, by The First National Bank of Damariscotta
acting herein by Daniel R. Daigneault, its President and CEO.
Daniel R. Daigneault
Witness Daniel R. Daigneault
Agreed to this 1st day of July, 1998, by First National Lincoln Corporation
acting herein by Daniel R. Daigneault, its President and CEO.
Daniel R. Daigneault
Witness Daniel R. Daigneault
Page 12
Exhibits 24.2
Consent of Berry, Dunn, McNeil & Parker
We have issued our report dated January 30, 1998, accompanying the consolidated
financial statements incorporated by reference in the Annual Report on Form 10K
of First National Lincoln Corporation for the year ended December 31, 1997. We
hereby consent to the incorporation by reference of said report in the
Registration Statement of First National Lincoln Corporation in Form S-8 filed
in September 11, 1998.
Berry, Dunn, McNeil & Parker
Portland, Maine
September 11, 1998
Page 13