Senior Executive Severance Agreement

Exhibit 10.20

CHITTENDEN CORPORATION

Senior Executive Severance Agreement

AGREEMENT made as of this 18th day of March, 1998 by and among Chittenden Corporation, a Vermont corporation with its principal place of business in Burlington, Vermont (the “Company” and the “Employer”), and John W. Kelly of Shelburne, Vermont (the “Executive”), an individual presently employed as the Executive Vice President of the Company.

1. Purpose. The Company considers it essential to the best interest of its stockholders to foster the continuous employment of key management personnel. The Board of Directors of the Company (the “Board”) recognizes, however, that, as is the case with many publicly held corporations, the possibility of a Change in Control (as defined in Section 2 hereof) exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. Therefore, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Employer’s management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control. Nothing in this Agreement shall be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Employer, the Executive shall not have any right to be retained in the employ of the Employer.

2. Change in Control. A “Change in Control” shall mean the occurrence of any one of the following events:

(a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 25% of the number of the Company’s then outstanding securities; or

(b) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 2(a), (c) or (d) of this Section 2) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease by any reason to constitute at lease one half thereof; or

(c) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity) more than 60% of the number of outstanding securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

(d) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

3. Terminating Event. A “Terminating Event” shall mean any of the events provided in this Section 3 occurring within 3 years subsequent to a Change in Control as defined in Section 2:

(a) termination by the Employer of the employment of the Executive with the Employer for any reason other than death of the Executive.

A Terminating Event shall not be deemed to have occurred pursuant to this Section 3(a) solely as a result of the Executive being an employee of any direct or indirect successor to the business or assets of the Employer, rather than continuing as an employee of the Employer following a Change in Control, or

(b) termination by the Executive of the Executive’s employment with the Employer for any reason, at Executive’s option.

4. Special Termination Payments. In the event a Terminating Event occurs within three (3) years after a Change in Control, including Executive’s election to terminate employment, upon written notice from the Executive to the Employer,

(a) the Employer shall pay to the Executive an amount equal to the sum of the following:

(i) 2.00 times the amount of the current base salary of the Executive, determined prior to any reductions for pre-tax contributions to a cash or deferred arrangement or a cafeteria plan; and

(ii) 2.00 times the amount of the bonus that was actually paid to the Executive in the year of the Change in Control; and

(iii) 2.00 times the amount equal to the 401(k) match and the profit sharing portion of the 401(k) contribution which Executive would have received in the year of the Change in Control; and

(iv) 2.00 times the amount equal to 401(k) restoration payment, if any, made to the Executive in the year of the Change in Control; and

(v) 2.00 times the amount equal to any payment made to the Executive under the supplemental executive retirement plan for members of the executive management group; and

(vi) all bonus payments relating to prior year bonuses and related contingent payments that have yet to be fully paid for any reason.

Said amount shall be paid in one lump sum payment no later than thirty-one (31) days following the Date of Termination (as such term is defined in Section 8(b)); and

(b) the Employer shall, regardless of whether Employer is unable to utilize Company related benefit plans, continue to provide to the Executive at Employer’s

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expense certain benefits, including, without limitation, medical, dental, long-term disability, accidental death and dismemberment insurance, life insurance and other fringe benefits received by Executive in the year of a Change in Control, on the same terms and same conditions as though the Executive had remained an active employee, for twenty-four (24) months. At Executive’s election, the Employer will be required to pay to Executive the cash equivalent of the foregoing, determined by a reputable accounting or actuarial firm selected by the Executive and paid for by Employer; and

(c) the Employer shall transfer or roll over any restricted stock or options granted by the Company to the Executive to the successor entity after a Change in Control; and

(d) the Employer shall provide Executive with professional advice of a financial planner, or actuary or an accountant of Executive’s choice to help Executive determine which elections Executive will make with respect to this Agreement,

(e) Employer shall pay for outplacement services selected by Executive and shall provide an office and clerical assistance to the Executive for one year after a termination of Executive’s employment.

(f) The Employer shall pay to the Executive all reasonable legal and mediation fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases involving frivolous or bad faith litigation initiated by the Executive.

5. Additional Benefits.

(a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any compensation, payment or distribution by the Employer to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Severance Payments”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such inter