Exhibit 99.2 SHAREHOLDERS AGREEMENT SHAREHOLDERS AGREEMENT dated as of November 7, 2002 (the "Agreement"), by and between Chittenden Corporation, a Vermont corporation ("Buyer"), the undersigned directors and/or officers (each a "Shareholder" and...Shareholders Agreement • November 8th, 2002 • Chittenden Corp /Vt/ • State commercial banks • New Hampshire
TOIndenture • May 10th, 2002 • Chittenden Corp /Vt/ • State commercial banks • New York
TOChittenden Corp /Vt/ • May 10th, 2002 • State commercial banks • New York
Exhibit 1.3 UNDERWRITING AGREEMENT CHITTENDEN CORPORATION (a Vermont corporation)Underwriting Agreement • May 10th, 2002 • Chittenden Corp /Vt/ • State commercial banks • New York
andAgreement and Plan of Merger • November 8th, 2002 • Chittenden Corp /Vt/ • State commercial banks • Vermont
EXHIBIT 2.1 ---------------- AGREEMENT AND PLAN OF MERGER BY AND BETWEEN CHITTENDEN CORPORATION, CHITTENDEN ACQUISITION SUBSIDIARY, INC., AND VERMONT FINANCIAL SERVICES CORP. DATED AS OF DECEMBER 16, 1998 ----------------Agreement and Plan of Merger • January 6th, 1999 • Chittenden Corp /Vt/ • State commercial banks • Delaware
CHITTENDEN CORPORATION Senior Executive Severance AgreementSenior Executive Severance Agreement • February 26th, 2007 • Chittenden Corp /Vt/ • State commercial banks • Vermont
AGREEMENT made as of this 15th day of November, 2006 by and among Chittenden Corporation, a Vermont corporation with its principal place of business in Burlington, Vermont (the “Company” and the “Employer”), and (the “Executive”), an individual presently employed as the of the Company.
2. (a) Holder (as hereinafter defined) may exercise the Option, in whole or part, and from time to time, if, but only if, both an Initial Triggering Event (as hereinafter defined) and a Subsequent Triggering Event (as hereinafter defined) shall have...Option Agreement • January 6th, 1999 • Chittenden Corp /Vt/ • State commercial banks • Delaware
II. REPRESENTATIONS AND WARRANTIES OF THE COMPANYAgreement and Plan of Reorganization • January 12th, 1996 • Chittenden Corp /Vt/ • State commercial banks • Massachusetts
VOTING AGREEMENTVoting Agreement • January 26th, 2007 • Chittenden Corp /Vt/ • State commercial banks • Vermont
VOTING AGREEMENT (“Agreement”), dated as of January 18, 2007, by and between CHITTENDEN CORPORATION, a Vermont corporation (“Buyer”), and the undersigned holder (“Shareholder”) of common stock, par value $1.00 per share (“Common Stock”), of MERRILL MERCHANTS BANCSHARES, INC., a Maine corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and between People’s United Financial, Inc. and Chittenden CorporationAgreement and Plan of Merger • June 27th, 2007 • Chittenden Corp /Vt/ • State commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 26, 2007 (this “Agreement”), by and between Chittenden Corporation, a Vermont corporation ( the “Company”), and People’s United Financial, Inc., a Delaware corporation (“Parent”).
CONSULTING AGREEMENTConsulting Agreement • August 23rd, 2007 • Chittenden Corp /Vt/ • State commercial banks • Vermont
THIS CONSULTING AGREEMENT (this “Agreement”), dated as of June 4, 2007, is entered into by and between Chittenden Corporation, a Vermont corporation (“Parent”), and Bradford W. Gile (the “Consultant”), in connection with the Agreement and Plan of Merger, dated as of June 4, 2007 (the “Merger Agreement”), among Chittenden Corporation, a New Hampshire bank and trust company (the “Company”), Parent and Ocean National Bank, a national bank and wholly-owned subsidiary of Parent (“ONB”), which provides for the merger of the Company with and into ONB, with ONB as the surviving entity (the “Merger”). This Agreement shall be effective upon the Effective Time of the Merger. Upon the termination of the Merger Agreement in accordance with Article VIII thereof, this Agreement shall be void ab initio and of no further force and effect. Capitalized terms used but not defined herein shall have the meaning set forth in the Merger Agreement.
C. Neither Chittenden nor any person related to Chittenden has any plan or intention to reacquire, either directly or indirectly through an affiliate or agent, any of the Chittenden stock issued in the Merger, and Chittenden has no plan or intention...Chittenden Corp /Vt/ • April 6th, 1999 • State commercial banks
EXHIBIT 2.1 ---------------- AGREEMENT AND PLAN OF MERGER BY AND BETWEEN CHITTENDEN CORPORATION, CHITTENDEN ACQUISITION SUBSIDIARY, INC., AND VERMONT FINANCIAL SERVICES CORP. DATED AS OF DECEMBER 16, 1998 ----------------Agreement and Plan of Merger • December 17th, 1998 • Chittenden Corp /Vt/ • State commercial banks • Delaware
FORM OF SETTLEMENT AGREEMENTForm of Settlement Agreement • February 26th, 2007 • Chittenden Corp /Vt/ • State commercial banks • Maine
This Settlement Agreement (the “Agreement”) is entered into as of January 18, 2007 by and among [ ] (the “Executive”), CHITTENDEN CORPORATION (the “Buyer”), a Vermont corporation, MERRILL MERCHANTS BANCSHARES, INC., a Maine corporation (the “Seller”) and MERRILL MERCHANTS BANK, a Maine chartered stock bank (the “Seller Bank”).
CHITTENDEN CORPORATION STOCK INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • October 21st, 2005 • Chittenden Corp /Vt/ • State commercial banks
CHITTENDEN CORPORATION Chief Executive Officer Severance AgreementOfficer Severance Agreement • February 22nd, 2005 • Chittenden Corp /Vt/ • State commercial banks • Vermont
AGREEMENT made as of this 18th day of March, 1998 by and among Chiittenden Corporation, a Vermont corporation with its principal place of business in Burlington, Vermont (the “Company” and the “Employer”), and Paul A. Perrault of 24 Beaver Creek, Shelburne, Vermont 05482 (the “Executive”), an individual presently employed as the President and Chief Executive Officer of the Company.
RESTRICTED STOCK AWARD AGREEMENT UNDER THE CHITTENDEN CORPORATION STOCK INCENTIVE PLANRestricted Stock Award Agreement • March 27th, 2007 • Chittenden Corp /Vt/ • State commercial banks
Pursuant to the Chittenden Corporation Stock Incentive Plan (the “Plan”) as amended through the date hereof, Chittenden Corporation (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $1.00 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.
CHITTENDEN CORPORATION AMENDED & RESTATED DIRECTORS’ OMNIBUS LONG-TERM INCENTIVE PLAN NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENTStock Option Agreement • November 4th, 2004 • Chittenden Corp /Vt/ • State commercial banks
THIS STOCK OPTION (“Option”) for a total of shares (“Shares”) of Common Stock, par value $1.00 per share (the “Common Stock”) of CHITTENDEN CORPORATION, a Vermont business corporation (the “Company”) is hereby granted to (the “Optionee”) at the price determined as provided in, and in all respects subject to the terms, definitions and provisions of, the Amended & Restated Directors’ Omnibus Long-term Incentive Plan (the “Plan”), Section VII(A), adopted by the Company which is incorporated by reference herein.
EMPLOYMENT AGREEMENTEmployment Agreement • August 23rd, 2007 • Chittenden Corp /Vt/ • State commercial banks • New Hampshire
This Employment Agreement (“Agreement”) is made as of the 4th day of June, 2007 between Ocean National Bank (the “Bank”) and Peter B. Alden, of Wolfeboro, New Hampshire (the “Executive”).
UNDERWRITING AGREEMENT CHITTENDEN CORPORATION (a Vermont corporation) $125,000,000 Principal Amount of Subordinated Debt Securities due February 14, 2017Underwriting Agreement • February 14th, 2007 • Chittenden Corp /Vt/ • State commercial banks • New York
Chittenden Corporation, a Vermont corporation (the “Company”), proposes to issue and sell $125,000,000 aggregate principal amount of its Subordinated Debt Securities due February 14, 2017 (the “Notes”) to the several Underwriters named in Schedule A hereto (collectively the “Underwriters,”), for whom Lehman Brothers Inc. is acting as Representative (in such capacity, the “Representative”). The Notes will be issued pursuant to an Indenture dated as of February 14, 2007 (the “Indenture”) between the Company and The Bank of New York Trust Company, N.A., a national banking association, as Trustee (the “Trustee”). This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Notes from the Company by the Underwriters.
WITNESSETHEmployment Agreement • January 12th, 1996 • Chittenden Corp /Vt/ • State commercial banks • Massachusetts
