ITEM 2. PROPERTIES
The Company's principal banking subsidiary, Chittenden Trust, operates banking facilities in 41 locations in Vermont.
The offices of the Company and its non-banking subsidiaries are located in the main office of the Chittenden Trust, which occupied all of the five-floor Chittenden Building at Two Burlington Square in Burlington as of December 31, 1993. The Chittenden Building is owned by Chittenden Trust.
The offices of Chittenden Trust are in good physical condition with modern equipment and facilities considered adequate to meet the banking needs of customers in the communities serviced.
ITEM 3.
ITEM 3.	 Legal Proceedings
A number of legal claims against the Company arising in the normal course of business were outstanding at December 31, 1993. Management, after reviewing these claims with legal counsel, is of the opinion that these matters, when resolved, will not have a material effect on the consolidated financial statements.
Note 12 of the Consolidated Financial Statements appearing on page 31 of the Company's 1993 Annual Report to Stockholders contains a discussion of one legal claim, Walsh v. Chittenden Corp., et.al., which is a class action, and is specifically incorporated herein by reference.
ITEM 4.
ITEM 4.	Submission of Matters to a Vote of Security Holders
No matters.
PART II ITEM 5.
ITEM 5.	Market For Registrant's Common Equity and Related Stockholder Matters
Information regarding the market in which the Company's common stock is traded, the quarterly high and low bid quotations for the Company's common stock during the past five years is included in the Company's 1993 Annual Report to Stockholders on page 55, and is specifically incorporated herein by reference. The approximate number of stockholders at March 4, 1994 was 3,063. Note 8 of the Consolidated Financial Statements appearing on page 26 of the Company's 1993 Annual Report to Stockholders contains a discussion of restrictions on dividends, which is specifically incorporated herein by reference.
ITEM 6.
ITEM 6.	 Selected Financial Data
A five-year summary of selected consolidated financial data for the Company and its subsidiaries is included on page 39 of the Company's 1993 Annual Report to Stockholders, and is specifically incorporated herein by reference.
ITEM 7.
ITEM 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's Discussion and Analysis of Financial Condition and Results of Operations is included on pages 40-52 of the Company's 1993 Annual Report to Stockholders specifically incorporated herein by reference.
ITEM 8.
ITEM 8.	 Financial Statements and Supplementary Data
The following consolidated financial statements of the Company and its subsidiaries appear in the Company's 1993 Annual Report to Stockholders at the pages indicated and are incorporated herein by reference:				 Page
Independent Auditors' Reports 37-38
Consolidated Balance Sheets at December 31, 1993 and 1992 13
Consolidated Statements of Income for the Years Ended December 31, 1993, 1992, and 1991 14
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 1993, 1992, and 1991 15
Consolidated Statements of Cash Flows for the Years Ended December 31, 1993, 1992, and 1991 16
Notes to Consolidated Financial Statements 17-36
ITEM 9.
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There were no disagreements with accountants on accounting principles, or practices, or financial statement disclosure. Arthur Andersen & Co. are the principal accountants for Chittenden Corporation as of and for the year ended December 31, 1993. KPMG Peat Marwick were the principal accountants for Chittenden Corporation for prior periods presented in this Annual Report. On December 28, 1992, that firm was notified that they would be terminated as principal accountants upon completion of the audit of the consolidated financial statements of the Chittenden Corporation as of and for the year ended December 31, 1992, and Arthur Andersen & Co. would be engaged as principal accountants. The decision to change accountants was approved by the Audit Committee of the Board of Directors and by the Board of Directors.
In connection with the audits of the fiscal years ended December 31, 1993, 1992, and 1991, there were no disagreements with Arthur Andersen & Co. or KPMG Peat Marwick on any matter of accounting principles or practices, financial statement disclosure, or auditing scope.
The audit reports of Arthur Andersen & Co. and KPMG Peat Marwick on the consolidated financial statements of Chittenden Corporation and as of and for the years ended December 31, 1993, 1992, 1991 did not contain any adverse opinion or disclaimers of opinion nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
PART III
ITEM 10.
ITEM 10. Directors and Executive Officers of the Registrant
Information regarding the directors and director-nominees of the Registrant is included in the Company's definitive Proxy Statement for the 1994 Annual Meeting of Stockholders at pages 5-10, and is specifically incorporated herein by reference.
At December 31, 1993, the principal officers of the Company and its principal subsidiary, Chittenden Trust, with their ages, positions, and years of appointment, were as follows:
Year Name and Age Appointed Positions
Barbara W. Snelling, 66 1990 Chair of the Company 						
Paul A. Perrault, 42 1990 President and Chief Executive Officer of the Company and Chittenden Trust
Lawrence W. Deshaw, 47 1990 Executive Vice										 President of the Company and Chittenden Trust
William R. Heaslip, 49 1988 Executive Vice President of the 					 Company and of 										 Chittenden Trust for 	 Trust Services
John W. Kelly, 44 1990 Executive Vice President of the Company and Chittenden Trust
Nancy Rowden Brock, 37 1984 Treasurer of the Company and Senior Vice President, Chief Financial Officer, and Treasurer of Chittenden Trust
F. Sheldon Prentice, 43 1985 Secretary of the 										 Company and Senior Vice President, General Counsel, and Secretary of Chittenden Trust
John P. Barnes, 38 1990 Senior Vice President of Chittenden Trust
Danny H. O'Brien, 43 1990 Senior Vice President of	 Chittenden Trust
All of the current officers, with the exceptions of Messrs. Perrault and Kelly, have been principally employed in executive positions with Chittenden Trust for more than five years. Mr. Perrault was President of Bank of New England - Old Colony Bank located in Providence, Rhode Island. Mr. Kelly was Executive Vice President and the head of commercial lending division of Bank of New England - Old Colony in Providence, Rhode Island.
In accordance with the provisions of the Company's By-Laws, the officers, with the exception of the Secretary, hold office at the pleasure of the Board of Directors. The Secretary is elected annually by the Board of Directors.
ITEM 11.
ITEM 11. Executive Compensation
Information regarding remuneration of the directors and officers of the Company is included in the Company's definitive Proxy Statement for the 1994 Annual Meeting of Stockholders at pages 4-10 and is specifically incorporated herein by reference.
ITEM 12.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
Information regarding the security ownership of directors and director-nominees of the Company, all directors and officers of the Company as a group, and certain beneficial owners of the Company's common stock, as of February 3, 1994, is included in the Company's definitive Proxy Statement for its 1994 Annual Meeting of Stockholders, at pages 4-10, and is specifically incorporated herein by reference.
There are no arrangements known to the registrant which may, at a subsequent date, result in a change of control of the registrant.
ITEM 13.
ITEM 13. Certain Relationships and Related Transactions
Information regarding certain relationships and transactions between the Company and its Directors, Director-Nominees, Executive Officers, and family members of these individuals, is included in the Company's definitive Proxy Statement for its 1994 Annual Meeting of Stockholders at page 10, and is specifically incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents Filed as Part of this Report were filed as a full document and a segment filing on the EDGAR system called Annual.
(l)	 Financial Statements
The following consolidated financial statements of the Company and its subsidiaries appear in the Company's 1993 Annual Report to Stockholders Page
Independent Auditors' Reports 37-38
Consolidated Balance Sheets at December 31, 1993 and 1992 13
Consolidated Statements of Income for the Years Ended December 31, 1993, 1992, and 1991 14
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 1993, 1992, and 1991 15
Consolidated Statements of Cash Flows for the Years Ended December 31, 1993, 1992, and 1991 16
Notes to Consolidated Financial Statements 17-34
(2)Financial Statement Schedules
There are no financial statement schedules required to be included in this report.
(4) Exhibits The following are included as exhibits to this report:
3. By-Laws of the Company, as amended, incorporated herein by reference to Exhibit 3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1985.
3.01 Amendment to the By-Laws of the Company, dated February 16, 1988, incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1987.
3.02 Amendment to the By-Laws of the Company, dated January 17, 1990, incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1989.
3.03 Amendment to the By-Laws of the Company, dated June 19, 1991, incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1991.
3.1 Articles of Association of the Company, as amended, incorporated herein by reference to the Proxy Statement for the 1994 Annual Meeting of Stockholders.
4.2 Agreement regarding furnishing the instruments defining rights of holders of long-term debt, incorporated herein by reference to Exhibit 4.5 to Registration No. 2-89460 under the Securities Act of 1933.
4.31 Statement of the Company regarding its Dividend Reinvestment Plan is attached and made part of the Company's Annual Report on Form 10-K for the year ended December 31, 1993.
10.1 The Company's Employee Stock Purchase Plan, incorporated herein by reference to Appendix A to Registration No. 2-69030 under the Securities Act of 1933.
10.2 Deferred Directors Compensation Plan, dated April 1972, as amended December	1976, August 1980, and March 1983, incorporated herein by reference to Exhibit 10.2 to Registration No.2-89460 under the Securities Act of 1933.
10.21 1986 and 1987 Amendments to Directors Deferred Compensation Plan, incorporated here in by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1987.
10.22 1990 Amendment to Directors Deferred Compensation Plan, incorporated herein by reference to the Company's Annual Report on form 10-K for the year ended December 31, 1991.
10.23 1992 Amendment to Deferred Directors Compensation Plan,incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992.
10.3 Trust Agreement and Pension Plan of Chittenden Trust, dated December 1, 1969, with amendments thereto, incorporated herein by reference to Exhibit 15 to Registration No. 2-50893 under the Securities Act of 1933.
10.4 Amendments to Trust Agreement and Pension Plan of the Company are attached and made part of the Company's Annual Report on form 10-K for the year ended December 31, 1993.
10.8 Executive Incentive Compensation Plan dated May l, 1984, incorporated herein by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year ended December 31, 1985.
10.9 Incentive Savings and Profit Sharing Plan, incorporated herein by reference to Exhibit 10.10 to the Company Annual Report on Form 10-K for the year ended December 31, 1984.
10.10 The Company's Stock Option Plan, incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1984.
10.11 The Company's Stock Option Plan, incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1987.
10.12 The Company's Restricted Stock Plan, incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1984.
11. Computation of fully diluted earnings per share. 13. The Company's 1993 Annual Report to Stockholders. 22. List of subsidiaries of the Registrant. 28. The Proxy Statement for the Company's 1994 Annual Meeting of Stockholders.
EXHIBIT 4.31 DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
THE COMPANY
Chittenden Corporation (the "Company") is a holding company whose principal subsidiary is Chittenden Bank. The Bank provides a full range of financial services and has 40 locations throughout Vermont. Executive offices are located at Two Burlington Square, Burlington, Vermont 05401.
DESCRIPTION OF THE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") for Stockholders of Chittenden Corporation gives participants the opportunity to reinvest dividends in additional shares of the Company's common stock and make optional cash investments in a convenient and cost-free manner without commissions or fees.
1) What is the purpose of the Plan?
The purpose of the Plan is to provide each eligible holder of Chittenden Corporation Common Stock with a convenient method of investing cash dividends and making optional cash investments.
2) What are the advantages to stockholders participating in the Plan?
a) Cash dividends on all shares of Common Stock are automatically reinvested.
b) Additional amounts may be invested by making payments of between $25 and $10,000 quarterly.
c) Dividends are reinvested and optional cash investments are made without commissions or fees.
d) Dividends on fractions as well as full shares will be reinvested in additional shares and credited to participants' accounts.
e) Quarterly statements of account provide participants with a record of each transaction.
f) The Agent provides safekeeping of stock certificates.
3) Who administers the Plan for participants?
Bank of Boston is the Agent for participating stockholders and keeps a continuing record of participants' accounts, sends quarterly statements to participants and performs other duties relating to the Plan. Common Stock purchased under the Plan is registered in the name of the nominee of the Agent. Should Bank of Boston cease to act as Agent under the Plan, another agent will be appointed by the Company.
4) Who is eligible to participate?
All stockholders of record of Common Stock are eligible to participate in the Plan. Shares registered in the name of a broker or nominee must be transferred to the owner's name before they can be enrolled in the Plan.
5) How can an eligible stockholder participate?
An eligible stockholder may participate in the Plan by reviewing this brochure, signing the authorization card, and returning it to Bank of Boston. A postage- paid envelope is provided for this purpose. Additional authorization cards may be obtained at any time by contacting Stockholder Relations, Chittenden Corporation, or Bank of Boston.
6) When may a stockholder join the Plan?
A stockholder of record may join the Plan at any time if the authorization card is received by Bank of Boston ten days prior to a record date for a dividend. That dividend and any optional cash investment will be invested in additional shares of Common Stock. If the authorization card is received by Bank of Boston after the tenth day before a record date for a dividend, plan membership will not start until the next following dividend. Record dates are usually about two weeks before dividend payment dates, which are normally in the first business week of February, May, August and November.
7) Are there any expenses to participants in connection with purchases under the Plan?
No. Participants pay no commissions or fees for purchases made under the Plan. All administration costs are paid by the Company. However, a participant who withdraws from the Plan and directs Bank of Boston to sell Plan shares will pay a fee of 5% of the value of the transaction ($1.00 minimum up to a maximum of $10,000).
8) How many shares of Common Stock will be purchased for participants?
The number of shares purchased for a participant's account is determined by the amount of the dividend, the amount of any optional cash payments and the price of Common Stock. Accordingly, you cannot purchase a previously specified number of shares. Your account will be credited on the settlement date with the number of shares, including fractions computed to three decimal places, equal to the total amount invested in your name divided by the purchase price per share.
9) What will be the price of Common Stock purchased under the Plan?
The price paid by participants for their shares will be the average purchase price of all shares purchased on the investment date. Purchase(s) may be made in the over-the-counter market or in negotiated transactions and may take more than one day to complete.
In making purchases for a participant's account, the Agent may commingle the participant's funds with those of other stockholders participating in the Plan. The Agent has no responsibility for the value of stock acquired for a participant's account. The Agent will invest dividends promptly, and in no event more than 30 days after their receipt except where temporary curtailment or suspension of purchases is necessary to comply with applicable provisions of the Federal Securities Law.
10) Will certificates be issued automatically to participants for shares of Common Stock purchased under the Plan?
No. Shares of Common Stock purchased under the Plan will be registered in the name of the Agent (or its nominee) as Agent for the participant. However, at any time, a participant may request in writing that the Agent issue, at no cost to the participant, certificates for any number of whole shares credited to the participant's account under the Plan. A withdrawal/termination form is provided on the reverse side of the quarterly account statement for this purpose or participants may contact Stockholder Relations, Chittenden Corporation. Any remaining whole or fractional shares, for which certificates are not requested, will continue to be credited to the participant's account under the Plan.
11) What is safekeeping of certificates?
Certificates representing the Common Stock of the Company now held by you may be submitted to Bank of Boston and consolidated with shares purchased for you under the Plan. The certificates, together with a letter of instruction, must be sent to Bank of Boston by certified or registered mail, return receipt requested. The certificates need not be endorsed.
The Agent will cancel the certificates, credit your account with the appropriate number of shares and will treat such shares in the same manner as shares purchased for your account under the Plan.
12) How are optional cash investments made?
Optional cash investments may be made after a stockholder has submitted an authorization form and has become a participant in the Plan. Any number of checks between $25 and $10,000 may be sent for investment in each quarter, total not to exceed $10,000 per calendar quarter, checks for more or less than these amounts will be returned to the participant. For investments to be processed, checks must be received by Bank of Boston between 5 business and 30 calendar days before a quarterly dividend date. Interest will not be paid on funds being held for investment. It is in your best interest to deliver any optional cash payments before the 5th business day preceding the dividend payment date. Checks in U.S. funds should be sent payable to:
Bank of Boston Dividend Reinvestment Department Box 1681, Mail Stop 45-01-06 Boston, MA 02105
Payments to any other address do not constitute valid delivery.
Dividends on all shares purchased through optional investments, and credited to the participant's account, will be reinvested in additional shares on subsequent dividend payment dates.
13) What reports will be sent to participants in the Plan?
Each participant will receive a quarterly statement shortly after each dividend payment date. These statements are the record of the cost of purchases and should be retained for tax purposes.
In addition, each participant will receive copies of all of the Company's mailings to stockholders.
14) When may a participant withdraw from the Plan?
A participant may withdraw by notifying the Agent, in writing, so that the Agent receives the notice before a record date. All subsequent dividends will then be paid to the participant in cash unless the participant re-enrolls in the Plan. If notice of withdrawal is received by the Agent after a record date, that dividend will be reinvested, but all subsequent dividends will be paid in cash. Any optional cash payments which have not yet been invested will be refunded if a written request for refund or withdrawal from the Plan is received by the Agent at least 48 hours prior to a dividend payment date.
15) How does a participant withdraw from the Plan?
To withdraw from the Plan, a participant must contact Stockholder Relations at Chittenden Corporation or fill out the form on the top of the quarterly statement and send it to the Agent. The participant may choose one of two options when withdrawing:
1) Ask that certificates for whole shares be issued and sent with a check for any fractional share. The fractional share will be valued at the current market price of Common Stock.
2) Request that all full and fractional shares be sold and that a check for the proceeds be sent less 5% of the value of the transaction ($1.00 minimum up to a maximum of $10.00). The sale will be made at the then current market price. All information regarding the sale of stock is furnished to the Internal Revenue Service.
Selling participants should be aware that Common Stock prices may fall during the period between a request for sale, its receipt by the Agent and the ultimate sale in the open market within ten trading days after receipt. This risk is borne solely by the participant.
No check will be mailed prior to settlement of funds which is five business days (one week) after the sale of shares.
16) What happens when a participant sells or transfers stock held in certificate form?
A Plan participant holds shares in two ways: in certificate form and through nominee name under the Agent. If certificates are sold or transferred, but the participant does not withdraw from the Plan, dividends on any remaining whole or fractional shares held for the participant in nominee name under the Plan will continue to be reinvested.
17) What happens if the Company issues a stock dividend or declares a stock split?
Full and fractional shares from stock dividends or splits on all shares participating in the Plan, whether held by the Agent or by the participant, will be credited to a participant's account and subsequent dividends will be reinvested.
18) How will a participant's stock be voted at meetings of stockholders?
If a properly signed proxy card is returned, it will be voted as instructed or, if there are not any contradictory instructions, it will be voted with management. If the proxy card is not returned, or is returned unsigned, it will not be voted unless the participant votes in person.
19) What are the federal income tax consequences of participation in the Plan?
The calculated dividend payment which is reinvested for a participant in a given tax year is taxable in that year as income. The reinvestment of dividends does not relieve the Participant of any income taxes which may be payable on such dividends. The Agent will report to each participant and the IRS for tax purposes the dividends credited to an account in each calendar year.
There is no additional taxable income on certificates for whole shares which have previously been credited to the participant's account under the Plan. However, a participant who receives a cash adjustment for a fraction of a share may have a gain or loss on that fraction. A taxable gain or loss, which is the difference between the amount the participant receives for shares and the tax basis thereof, may be realized by the participant when shares are sold.
All participants are urged to consult with their own tax advisors regarding the particular federal, state and local tax consequences of their participation in the Plan.
20) What is the responsibility of the Company and the Agent under the Plan?
Neither the Company nor the Agent will be liable for any act or omission to act done in good faith. This includes, without limitation, any claim of liability arising out of failure to terminate a participant's account upon a participant's death prior to receipt of notice in writing of such death.
The Company and the Agent cannot assure a profit or protect the participant against a loss on the shares purchased under the Plan.
The Company and the Agent reserve the right to interpret and regulate the Plan as may be necessary or desirable.
21) What provision is made for foreign stockholders whose dividends are subject to income tax withholding?
In the case of participating foreign holders of Common Stock, whose dividends are subject to United States income tax withholding, the Agent will reinvest an amount equal to the dividends less the amount of tax required to be withheld. Quarterly statements will be mailed confirming purchases made for foreign participants.
Optional cash investments received from foreign stockholders must be in United States dollars.
22) Can the Plan be changed or discontinued?
The Company reserves the right to suspend, modify or terminate the Plan at any time. Notice of any such suspension, modification or termination will be sent to all participants.
23) How can I get more information about the Plan?
To make inquires or obtain additional information please contact:
F. Sheldon Prentice, Secretary Eugenie J. Fortin, Assistant Secretary Chittenden Corporation Two Burlington Square Burlington, VT 05401 (802) 660-1412 (800) 642-3158
or
Bank of Boston Shareholder Services P.O. Box 644, Mail Stop 45-02-09 Boston, MA 02102-0644 (617) 575-2900
Plan revised January 1994
EXHIBIT 10.4
FIRST AMENDMENT TO THE PENSION PLAN FOR EMPLOYEES OF THE CHITTENDEN CORPORATION (As Amended and Restated Effective December 1, 1984)
WHEREAS, Chittenden Corporation (the "Corporation") presently provides
retirement benefits for certain of its employees pursuant to the terms of the
Pension Plan for Employees of the Chittenden Corporation (the "Plan"); and
WHEREAS, the Corporation desires to amend the Plan to provide a cost of living
increase to retirement benefits in pay status for Plan participants;
NOW THEREFORE, the Plan is hereby amended by adding the following new Section
5.11 to Article V:
"Any member or Beneficiary whose Pension entered pay status not later than
December 31, 1985 shall have such Pension increases by a cost of living
increase percentage determined in accordance with the following schedule:
Such percentage increase shall, however, be applied to the amount of Pension
in pay status as of December 31, 1986 to such Members or Beneficiaries, and
shall commence with the payment due on January 1, 1987."
This First Amendment shall be effective as of December 31, 1986.
IN WITNESS WHEREOF, the foregoing amendment having been duly approved and
adopted by the Board of Directors of Chittenden Corporation, the Board has
caused this amendment to be executed in their name and on their behalf by
the Chairman and Chief Executive of the Corporation thereunto duly authorized
this 15th day of October, 1986.
CHITTENDEN CORPORATION
BY: Cynthia D. LaWare -----------------------
TITLE: Senior Vice President ------------------------
ATTEST: John F. McAteer -------------------- Secretary
AMENDMENT NUMBER TWO TO THE PENSION PLAN FOR EMPLOYEES OF THE CHITTENDEN CORPORATION (As Amended and Restated Effective December 1, 1984)
WHEREAS, Chittenden Corporation (the "Principal Employer") adopted the Pension
Plan for Employees of the Chittenden Corporation (the "Plan") as amended and
restated effective December 1, 1984; and
WHEREAS, Section 11.1 permits the Principal Employer to Amend the Plan; and
WHEREAS, the Principal Employer desires to amend the Plan to change the Plan
Year;
NOW, THEREFORE, the Plan is hereby amended effective December 1, 1992, and
follows:
Section 2.1.27 is amended by adding the following to the end thereof:
"Effective January 1, 1993, the Plan Year shall be the calendar year, with
a short Plan Year for the period beginning December 1, 1992, and ending
December 31, 1992."
IN WITNESS WHEREOF, the foregoing amendment having been duly approved and
adopted by the Board of Directors of Chittenden Corporation, the Board has
caused this amendment to be executed in their name and on their behalf by the
Officer of the Corporation thereunto duly authorized this 31st day of
December, 1992.
CHITTENDEN CORPORATION
BY: F. Sheldon Prentice ----------------------
TITLE: Secretary -----------------------
ATTEST: Eugenie J. Fortin ---------------------- Asst. Secretary
AMENDMENT NUMBER THREE TO THE PENSION PLAN FOR EMPLOYEES OF THE CHITTENDEN CORPORATION (As Amended and Restated Effective December 1, 1984)
WHEREAS, Chittenden Corporation (the "Principal Employer") adopted the Pension Plan for Employees of the Chittenden Corporation (the "Plan") as amended and restated effective December 1, 1984; and
WHEREAS, Section 11.1 permits the Principal Employer to amend the Plan; and
WHEREAS, the Principal Employer desires to amend the Plan;
NOW, THEREFORE, the Plan is hereby amended effective July 1, 1993, and follows:
Section 3.2 is amended by adding the following to the end thereof:
(E) Notwithstanding anything herein to the contrary, an Employee of the Principal Employer who was an Employee of Bellows Falls Trust Company before it was acquired by the Principal Employer shall receive credit for purposes of this Section 3.2 for any service with the former Bellows Falls Trust Company, provided such service would have been considered Eligibility Service in accordance with paragraph (A) of Section 3.2.
Section 3.3 is amended by adding the following to the end of thereof:
(F) An Employee of Bellows Falls Trust Company who becomes a Member of this plan shall receive credit for purposes of this Section 3.3 for all services with the former Bellows Falls Trust Company through June 30, 1993 which would have been credited under the Bellows Falls Trust Company Pension Plan in the determination of the amount of accrued benefit under the provisions of the Bellows Falls Trust Pension Plan. In no event shall the Employee receive a lesser benefit than accrued as of June 30, 1993, under the provisions of that former plan.
Section 5.5 is amended by adding the following to the end of thereof:
(G) Notwithstanding anything herein to the contrary, the amount of deferred Vested Pension of any Member of this Plan who was a Member of the Bellows Falls Trust Company Pension Plan as of June 30, 1993, shall not be less than the deferred Vested Pension to which he was entitled as of June 30, 1993, under the provisions of that former plan.
IN WITNESS WHEREOF, the foregoing amendment having been duly approved and adopted by the Board of Directors of Chittenden Corporation, the Board has caused this amendment to be executed in their name and on their behalf by the Officer of the Corporation thereunto duly authorized this 20th day of October, 1993.
CHITTENDEN CORPORATION
																																										BY: F. Sheldon Prentice ---------------------
TITLE: Secretary ----------------------
ATTEST: Eugenie J. Fortin ----------------------- Assistant Secretary
EXHIBIT 11 Chittenden Corporation
EXHIBIT 13, CHITTENDEN'S 1993 ANNUAL REPORT HAS BEEN FILED AS A SUBORDINATE SEGMENT FILING TO FORM 10K.
EXHIBIT 22 LIST OF SUBSIDIARIES OF CHITTENDEN CORPORATION
Chittenden Trust Company
																																	SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 16, 1994		CHITTENDEN CORPORATION
							By: Paul A. Perrault
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on the dates indicated.
Name																	Title																								Date
Barbara W. Snelling, Chair of the Board of 3/16/94 Directors																			
Paul A. Perrault, President and Chief 3/16/94 Executive Officer and Director																		
Nancy Rowden Brock, Treasurer 3/16/94
Frederic H. Bertrand, Director 3/16/94
David M. Boardman, Director 3/16/94
Paul J. Carrara, Director 3/16/94
Eugene P. Cenci, Director 3/16/94
Robert E. Cummings, Jr., Director 3/16/94
Marvin B. Gameroff, Director 3/16/94
Philip A. Kolvoord, Director 3/16/94
Maureen A. McNamara, Director 3/16/94
James C. Pizzagalli, Director 3/16/94
Pall D. Spera, Director 3/16/94	
Martel D. Wilson, Jr., Director	 3/16/94