CHITTENDEN CORPORATION DEFERRED COMPENSATION PLAN CHITTENDEN CORPORATION DEFERRED COMPENSATION PLAN Effective January 1, 2007

1.1

“Account” shall mean a notional account of all sums allocated to a Participant under the Plan represented by his or her deferrals and interest and/or earnings credited thereon as described in Section 4.1.

1.2

“Affiliated Employer” shall mean any corporation which is included with the Employer in a controlled group of corporations, as determined in accordance with Code Section 414(b), any unincorporated trade or business which, as determined under regulations of the Secretary of the Treasury, is under common control of the Employer under Code Section 414(c), any organization that includes the Employer, which is a member of an affiliated service group, as defined in Code Section 414(m), and any other entity required to be aggregated with the Employer pursuant to regulations under Code Section 414(o).

1.3

“Beneficiary” means the individual designated by the Participant on his or her Election Form in accordance with Section 7.1 who shall be entitled to benefits hereunder attributable to the Participant’s Account in the event of the Participant’s death.

1.4

“Board” means the Board of Directors of the Employer.

1.5

“Code” means the Internal Revenue Code of 1986, as amended from time to time and any regulations issued thereunder. Reference to any Code Section shall include any successor provision thereto.

1.6

“Committee” means the Executive Committee appointed by the Board to administer the Plan pursuant to Section 8.1.

1.7

“Disability” means a condition that (a) renders a Participant unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of at least 12 months, or (b) entitles the Participant, by reason of such medical or physical impairment, to income replacement benefits for a period of at least 3 months under the long term disability plan sponsored by the Participating Employer.

1.8

“Election Form” shall mean the form developed by the Committee for a Participant to elect to defer compensation, select the investment option, to designate a Beneficiary, and to elect the timing and form of payment of his or her Account in accordance with the provisions of the Plan, such procedures as adopted by the Committee, and Code Section 409A. The Election Form shall allow for separate elections in the event of termination of employment, death, Disability, and upon a Change in Control Event.

1.9

“Eligible Director” means a non-employee member of the Board or non-employee member of the Board of Directors of another Participating Employer.

1.10

“Eligible Executive” means an employee of the Employer or a Participating Employer who is considered an “executive officer” under Section 215.2(e) of Federal Reserve Board Regulation O, title 12, chapter II, of the Code of Federal Regulations (12 CFR 201).

1.11

“Employer” means the Chittenden Corporation.

1.12

“Participant” means an Eligible Director or Eligible Executive who is actively participating in the Plan in accordance with Article II or who has an Account under the Plan under Section 4.1.

1.13

“Participating Employer” means the Employer and any Affiliated Employer that is selected by the Committee which participates in the Plan with the permission of the Employer.

1.14

“Plan” means the Chittenden Corporation Deferred Compensation Plan, as set forth herein and as may be amended from time to time.

1.15

“Plan Year” means the 12-month period beginning on January 1 and ending on the following December 31.

2.1

Eligibility to Participate . Each Eligible Director shall be eligible to participate in the Plan as provided in Section 2.2. Effective January 1, 2007, each Eligible Executive shall be eligible to participate in the Plan as provided in Section 2.2.

2.2

Commencement and Termination of Participation . An Eligible Director or Eligible Executive shall commence participation in the Plan on the first date that a voluntary deferral of compensation is made in accordance with the election procedures set forth in Article III. A Participant’s active participation in this plan will end upon the termination of his service as an Eligible Director or Eligible Executive because of death or any other reason, or upon his transfer to or reclassification as an employee who is not eligible to participate in the plan. Upon the termination of a Participant’s active participation in this Plan in accordance with this section, there will be no additional voluntary deferrals credited to such Participant’s Account under Section 3.1. However, the Participant’s Account will continue to be credited with investment credits as described in Section 5.1 until his or her Account is fully distributed, and the Participant will be entitled to receive distribution of his or her Account as specified on the Participant’s Election Form and in accordance with Article VI.

3.1

Voluntary Deferrals. An Eligible Director may elect to defer all of the retainer and fees to be earned for his service for a calendar year as an Eligible Director. An Eligible Executive may make voluntary deferrals under the plan from his or her base salary in any whole percentage of his base salary from a minimum of 5% to a maximum of 100% of base salary by electing to reduce his or her base salary by such amount. In addition, each such Eligible Executive may make voluntary deferrals under the plan from his or her cash bonus in any whole percentage of his bonus from a minimum of 5% to a maximum of 100% by electing to reduce his or her bonus by such amount. However, in no event shall voluntary deferrals for a period exceed 100% of the individual’s “base salary” or “bonus” as reduced to reflect all other tax withholdings, salary reductions or deductions under the various benefit plans including but not limited to contributions under Code Section 401(k), 125, or 132(f), or under the Supplemental Executive Savings Plan. Elections will be in accordance with the requirements of Section 3.2.

3.2

Election Procedures. An Eligible Director or Eligible Executive who wishes to reduce his or her compensation to be earned during a particular Plan Year in order to make voluntary deferrals under Section 3.1 must complete an Election Form specifying the amount of voluntary deferrals, agreeing to reduce his or her retainer and fees, base salary and/or bonus (as applicable) by the amount(s) desired, specifying the form and timing of the distribution of his or her Account, and providing such other information as the Committee may require.