As filed with the Securities and Exchange Commission on April 17, 1997
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHITTENDEN CORPORATION
(Exact name of Registrant as Specified in Its Charter)
Vermont 03-0228404
(State of Incorporation) (I.R.S. Employer Identification #)
Two Burlington Square
Burlington, Vermont 05401
(802) 658-4000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
INCENTIVE SAVINGS AND PROFIT SHARING PLAN
and
SUPPLEMENTAL EXECUTIVE SAVINGS PLAN
(Full Title of the Plan)
Paul A. Perrault
President and Chief Executive Officer
Chittenden Corporation
Two Burlington Square
Burlington, Vermont 05401
(802) 660-1400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
F. Sheldon Prentice, Esq.
Senior Vice President, General Counsel and Secretary
Chittenden Corporation
Two Burlington Square
Burlington, Vermont 05401
(802) 658-4000
Exhibit Index is on Page 7
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities Being Registered (2) Maximum Maximum Registration
Registered (1) Offering Price Aggregate Fee
Per Share Offering Price
- --------------------------------------------------------------------------------
Common Stock, par 200,000(3) 28.125(5) $5,625,000.00 $1,704.55
value $1.00 per
share 24,000(4) 675,000.00 204.55
================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the Securities Act ), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Incentive Savings and Profit Sharing Plan described herein.
(2) Plus such additional number of shares as may be required in the event of a
stock dividend, reverse stock split, stock split, recapitalization, forfeiture
of stock under the Plan or other similar event.
(3) Attributable to the Incentive Savings and Profit Sharing Plan
(4) Attributable to the Supplemental Executive Savings Plan.
(5) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act, solely for the purposes of determining the amount of the registration fee.
The registration fee is based upon the average of the high and low prices for
the Registrant's Common Stock, $1.00 par value per share, as reported on the
Nasdaq National Market on April 16, 1997.
<PAGE 1>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Chittenden Corporation (the Registrant) and the Incentive Savings and Profit
Sharing Plan (the "Plan") hereby incorporate by reference the following
documents which have been previously filed with the Securities and Exchange
Commission (the "Commission"):
(a) The latest annual report filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1996; and
(c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form S-4, as amended, filed on January 10,
1996 (file number 33-64527).
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Registrant or the Plan 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 securities offered hereunder have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the issuance of the Common Stock
offered by this Registration Statement are being passed upon for the Registrant
by F. Sheldon Prentice, Esq., Senior Vice President, General Counsel and
Secretary of the Company.
Item 6. Indemnification of Directors and Officers.
As permitted by the Vermont Business Corporation Act ("VBCA"), Article Six,
Section 1 of the Registrant's By-laws provides for indemnification of directors
and officers as follows: the Registrant shall indemnify (A) its directors to
the full extent provided by the general laws of the State of Vermont now or
hereafter in force, including the advance of expenses under the procedures
provided by such laws; and (B) its officers and employees to the same extent it
shall indemnify its directors. The Registrant's By-laws also contain
indemnification procedures which implement such indemnification. The
Registrant s Articles of Association do not contain a provision providing for
elimination of the liability of its directors or officers to the Company or its
stockholders for money damages to the fullest extent permitted by Vermont law.
<PAGE 2>
The VBCA provides that a corporation may indemnify any director or officer
or former director or officer of the corporation, or any person who may have
served at its request as a director or officer of another corporation, against
liability (including the obligation to pay a judgment, settlement, penalty, fine
or reasonable expenses) incurred by him or her in connection with the defense or
response of any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative and whether formal or
informal, in which he or she is made a party by reason of being or having been
such director or officer if: (1) the director or officer conducted himself or
herself in good faith; and (2) the director or officer reasonably believed: (A)
in the case of conduct in the director s or officer s official capacity with the
corporation, that the director s or officer's conduct was in its best interests;
and (B) in all other cases, that the director s or officer's conduct was at
least not opposed to its best interests; and (3) in the case of any proceeding
brought by a governmental entity, the director or officer had no reasonable
cause to believe his or her conduct was unlawful, and the director or officer is
not finally found to have engaged in a reckless or intentional unlawful act. A
corporation may not indemnify a director or officer (1) in connection with a
proceeding by or in the right of the corporation in which the director or
officer was adjudged liable to the corporation; or (2) in connection with any
other proceeding charging improper personal benefit to the director or officer,
whether or not involving action in the director's or officer's official
capacity, in which the director or officer was adjudged liable on the basis
that personal benefit was improperly received by the director or officer.
The Registrant also maintains director's and officer's liability insurance.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
EXHIBIT NO. DESCRIPTION
- ----------- ------------
4.1 Articles of Association*
4.2 By-laws, as amended**
5.1 Opinion of F. Sheldon Prentice, as to the legality of the securities
being registered.
10.1 Incentive Savings and Profit Sharing Plan.***
10.2 Supplemental Executive Savings Plan.
23.1 Consent of Independent Public Accountants, Arthur Andersen LLP.
23.2 Consent of Counsel, F. Sheldon Prentice (included in Exhibit 5.1
hereto).
24.1 Powers of Attorney.
____________________________
* Incorporated by reference to the Registrant s Proxy Statement for the 1994
Annual Meeting of Stockholders.
** Incorporated by reference to the Registrant s Annual Report on Form 10-K
for the year ended December 31, 1995, with amendments incorporated by reference
to the Registrant s Annual Report on Form 10-K for the years ended December 31,
1987, December 31, 1989, December 31, 1991 and December 31, 1995.
<PAGE 3>
*** Incorporated by reference to the Registrant s Annual Report on Form 10-K
for the year ended December 31, 1994, as amended for the year ended December 31,
1995.
The Registrant hereby undertakes to cause to be submitted, in a timely
manner, to the Internal Revenue Service ("IRS"), a request for determination
that the Plan and any amendments thereto are qualified under Section 401(a) of
the Internal Revenue Code and, in connection therewith, to cause to be made all
changes, if any, required by the IRS in order to so qualify the Plan.
Item 9. Undertakings.
(a) The undersigned 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 (a)(1)(i) and (a)(1)(ii) herein do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission 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 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; and
(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.
(b) The undersigned 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 15(d) of the Exchange
Act (and, where applicable, each filing of an 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.
<PAGE 4>
(c) 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 5>
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 city of Burlington, state of Vermont, on this 16th day of
April, 1997.
CHITTENDEN CORPORATION
By: /s/Paul A. Perrault
Paul A. Perrault, President and Chief
Executive Officer
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.
Signature Capacity Date
- -------------------------------------------------------------------------------
President, Chief Executive Officer April 16, 1997
s/Paul A. Perrault and Director (Principal Executive
Officer)
Executive Vice President, Chief April 16, 1997
s/Kirk W. Walters Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
s/Barbara W. Snelling Chair ofthe Board of Directors April 16, 1997
s/Frederic H. Bertrand Director
s/David M. Boardman Director April 16, 1997
s/Paul J. Carrara Director April 16, 1997
s/Lyn Hutton Director April 16, 1997
s/Philip A. Kolvoord Director April 16, 1997
s/James C. Pizzagalli Director April 16, 1997
s/Pall D. Spera Director April 16, 1997
Martel D. Wilson, Jr. Director
<PAGE 6>
Pursuant to the requirements of the Securities Act of 1933, the Plan's
Administrator has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Burlington,
State of Vermont, on April 16, 1997.
CHITTENDEN TRUST COMPANY
By: s/ Sarah P. Merritt
Sarah P. Merritt, Senior Vice President
of Human Resources, and Plan Administrator <PAGE>
<PAGE 7>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ------------ ---------
4.1 Articles of Association* *
4.2 By-Laws, as amended** **
5.1 Opinion of F. Sheldon Prentice as to the
legality of the securities being registered. 8
10.1 Incentive Savings and Profit Sharing Plan.*** ***
10.2 Supplemental Executive Savings Plan. 9-19
23.1 Consent of Independent Public Accountants,
Arthur Andersen LLP. 20
23.2 Consent of F. Sheldon Prentice (included in
Exhibit 5.1 hereto). 8
24.1 Powers of Attorney. 21
____________________________
* Incorporated by reference to the Registrant s Proxy Statement for the 1994
Annual Meeting of Stockholders.
** Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995, with amendments incorporated by reference
to the Registrant s Annual Report on Form 10-K for the years ended December 31,
1987, December 31, 1989, December 31, 1991 and December 31, 1995.
*** Incorporated by reference to the Registrant s Annual Report on Form 10-K
for the year ended December 31, 1994, as amended for the year ended December 31,
1995.
<PAGE 8>
EXHIBIT 5.1
CHITTENDEN CORPORATION
April 17, 1997
Chittenden Corporation
Two Burlington Square
Burlington, Vermont 05401
REGISTRATION STATEMENT ON FORM S-8
To Whom It May Concern:
I am Senior Vice President, General Counsel and Secretary for Chittenden
Corporation, a Vermont corporation (the Company ), and have represented it in
connection with a Registration Statement on Form S-8 which was filed by the
Company under the Securities Act of 1933, as amended, (the Registration
Statement ), and which registers 224,000 shares of the Common Stock, $1.00 par
value per share, of the Company (the Shares ) to be issued pursuant to the
Incentive Savings and Profit Sharing Plan and Supplemental Executive Savings
Plan (the "Plans"). In that capacity, I have reviewed the articles of
association and by-laws of the Company, the Registration Statement, the
corporate action taken by the Company that provides for the issuance or delivery
of the Shares to be issued or delivered pursuant to the Plans and such other
materials and matters as I have deemed necessary for the issuance of this
opinion.
Based upon the foregoing, I am of the opinion that the Shares have been duly and
validly authorized and upon issuance and delivery thereof as contemplated in the
Registration Statement, will be, under the general corporation law of the State
of Vermont, legally issued, fully paid, and non-assessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me and to my opinion in the Registration
Statement.
Very truly yours,
s/ F. Sheldon Prentice
F. Sheldon Prentice, Esq.
Senior Vice President, General Counsel and Secretary
<PAGE 9>
EXHIBIT 10.2
THE CHITTENDEN CORPORATION
SUPPLEMENTAL EXECUTIVE SAVINGS PLAN
Effective January 1, 1997
<PAGE 10>
PREAMBLE
This Supplemental Executive Savings Plan is a nonqualified plan whose principal
objective is to make up contributions for selected executives which would have
been made to the Chittenden Corporation Incentive Savings and Profit Sharing
Plan except for the compensation and contribution limits imposed by Sections
401(a)(17), 401(k), 402(g), and 415 of the Internal Revenue Code of 1986, as
amended. The plan is designed to provide a benefit which, when added to other
retirement income of the executive, will meet the objective described above.
Eligibility for participation in the Plan shall be limited to the executives
selected by the Board of Directors. This Plan is intended to be an unfunded
plan maintained solely for the purpose of providing benefits for a select group
of executives, with such benefits to be paid from the general assets of
Chittenden Corporation. This Plan will become effective on January 1, 1997, and
becomes effective as to each Participant on the date he or she is designated as
such hereunder.
<PAGE 11>
TABLE OF CONTENTS
PREAMBLE
SECTION I - DEFINITIONS
1.1 "Account"
1.2 "Basic Plan"
1.3 "Beneficiary"
1.4 "Board"
1.5 "Code"
1.6 "Corporation"
1.7 "Earnings"
1.8 "Effective Date"
1.9 "Interest Credits"
1.10 "Participant"
1.11 "Plan"
1.12 "Plan Year"
1.13 "Salary Reduction
Agreement"
1.14 "Salary Reduction
Contributions"
1.15 "Severance Date"
SECTION II - ELIGIBILITY FOR BENEFITS
SECTION III - SUPPLEMENTAL PLAN CONTRIBUTIONS
3.1 Salary Reduction Agreement
3.2 Matching Employer
Contributions
3.3 Income Credits
3.4 Vesting
SECTION IV - PAYMENT OF RETIREMENT
BENEFITS
SECTION V - DEATH BENEFITS PAYABLE
SECTION VI - MISCELLANEOUS
<PAGE 12>
SECTION I
DEFINITIONS
1.1 "Account" means the notional account balance of a Participant under the
Plan represented by his Salary Reduction Contributions and Matching
Employer Contributions plus Interest Credits (as described in Section III).
1.2 "Basis Plan" means the Chittenden Corporation Incentive Savings and Profit
Sharing Plan.
1.3 "Beneficiary" means a Participant's Beneficiary as designated under the
terms of the Basic Plan.
1.4 "Board" means the Board of Directors of the Chittenden Corporation.
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 "Corporation" means the Chittenden Corporation.
1.7 "Earnings" means the earnings of a Participant, as defined under the terms
of the Basic Plan, without regard to the earnings limitation that would
otherwise be imposed by Code Section 401(a)(17).
1.8 "Effective Date" means January 1, 1997.
1.9 "Income Credits" means earnings credited to a Participant's Account, as
described in Section 3.3.
1.10 "Participant" means the individual holding the following positions and any
other executive employee of the Corporation that may be designated as a
Participant by the Board, provided such individual(s) satisfies the
participation eligibility requirements of the Basic Plan:
(a) Chief Executive Officer;
(b) Chief Auditor;
(c) Chief Credit Policy Officer;
(d) Chief Financial Officer;
(e) Executive Vice President of Commercial Banking and Trust.
(f) Executive Vice President of Community Banking;
(g) Executive Vice President of Operations and Administration; and
(h) General Counsel;
An employee shall become a Participant in the Plan as of the date he or she
is individually selected by, and specifically named in the resolutions of
the Board for inclusion in the Plan.
1.11 "Plan" means the Chittenden Corporation Supplemental Executive Savings
Plan, as set forth herein and as may be amended from time to time.
<PAGE 13>
1.12 "Plan Year" means the 12-month period beginning on January 1 and ending on
the following December 31.
1.13 "Salary Reduction Agreement" means the agreement between the Corporation
and the Participant pursuant to Section 3.1 of this Plan.
1.14 "Salary Reduction Contributions" means the Participant's contributions made
pursuant to Section 3.1.
1.15 "Severance Date" means the termination of a Participant's employment with
the Corporation on one of the dates specified in Section 2.1.
The masculine gender, where appearing in the Plan will be deemed to include the
feminine gender, and the singular may include the plural, unless the context
clearly indicates the contrary.
SECTION II
ELIGIBILITY FOR BENEFITS
2.1 Each Participant is eligible to receive a benefit under this Plan beginning
on the earliest of one of the following Severance Dates:
(a) "Normal Retirement Date", which is the first day of the month in which
the Participant reaches age 65, or, if later, the first day of the
month in which he terminates employment.
(b) "Disability Retirement Date", which is the first day of the month in
which a Participant is deemed to be disabled under the terms of the
Basic Plan.
(c) The date the Participant has terminated employment with the
Corporation and is entitled to receive a benefit under the Basic Plan.
SECTION III
SUPPLEMENTAL PLAN CONTRIBUTIONS
3.1 SALARY REDUCTION AGREEMENT.
(a) Subject to the further provisions of this Section 3.1, if the Board,
or any individual or individuals to whom the Board has delegated
responsibilities for Plan administration, determines that any portion
or all of the amount that would otherwise be contributed on behalf of
a Participant to the Basic Plan as a pre-tax contribution will be
reduced because of the limitations in Code Sections 401(a)(17),
401(k)(3)(A), 402(g)(1) and/or 415(c)(1), such Participant shall be
eligible to enter into a Salary Reduction Agreement under this Plan.
Under this Salary Reduction Agreement, the Participant agrees to elect
a reduction in his Earnings to make corresponding Salary Reduction
Contributions and the Corporation agrees to credit his Account the
amount of such Salary Reduction Contributions, provided that the
amount of such contributions, when combined with his pre-tax
contributions to the Basic Plan, shall not exceed 16% (or such lesser
amount or percentage as may be permitted under the terms of the Basic
Plan) of his Earnings.
<PAGE 14>
The amounts determined under this paragraph (a) shall be credited as
of the date on which contributions to the Basic Plan would have been
credited and under the same terms that would have applied but for the
limitations set forth in Code Sections 401(a)(17), 401(k)(3)(A),
402(g)(1) and/or 415(c)(1).
(b) In order to make Salary Reduction Contributions hereunder, each
Participant shall execute a Salary Reduction Agreement prior to
January 1 (or in the case of the initial Plan Year, prior to the first
payroll period for which the Plan actually becomes effective) of each
Plan Year. Such Salary Reduction Agreement shall be valid only to the
extent that such Participant has elected to make the maximum allowable
amount (percentage) of pre-tax contributions to the Basic Plan for the
Plan Year. In the event that such Participant elects at any time
during the Plan Year to reduce his pre-tax contributions to the Basic
Plan, his participation hereunder shall be forfeited for such Plan
Year.
A Participant's Salary Reduction Agreement, exclusive of the
aforementioned limitations of the Plan, will continue in effect until
the earliest of:
(i) the date as of which the Participant is no longer eligible to
make pre-tax contributions to the Basic Plan;
(ii) the date as of which the Participant is no longer designated as a
Participant hereunder;
(iii) the January 1 as of which the Participant elects no longer
to participate or elects to change his election under the
Plan, provided written notice is given to the Board, or its
delegate before such date; and
(iv) the date the Participant's employment with the Corporation
terminates.
3.2 MATCHING EMPLOYER CONTRIBUTIONS.
(a) The Corporation shall make a contribution to the Plan each Plan Year
on behalf of each Participant equal to 35% of the first 6% of his
Earnings with respect to which he makes salary reduction contributions
pursuant to Section 3.1; provided that the amount of such contribution
shall be reduced by the amount of matching contributions made under
Section 4.1(a) of the Basic Plan on behalf of such Participant for the
same Plan Year.
(b) The Corporation may make a supplemental contribution to the Plan each
Plan Year on behalf of each Participant equal to a percentage of his
Earnings with respect to which he makes salary reduction contributions
pursuant to Section 3.1; provided that such contribution percentage
shall be equal to the supplemental contribution percentage made under
Section 4.1(b) of the Basic Plan. The amount of such supplemental
contribution hereunder shall be reduced by the amount of supplemental
matching contributions made under Section 4.1(b) of the Basic Plan on
behalf of such Participant for the same Plan Year.
<PAGE 15>
(c) The amounts determined under paragraphs (a) and (b) shall be credited
as of the end of the Plan Year, under the same terms that would have
applied under the Basic Plan but for the limitations set forth in Code
Sections 401(a)(17) and/or 415(c)(1).
3.3 INCOME CREDITS. At the end of each Plan Year, income shall be credited on
any balance in the Participant's Account. The amount of such income shall
be determined on the basis of either the Corporation's average annual yield
on earning assets for the comparable time period or the Chittenden Stock
Equivalent Account (determined in the manner described below), as elected
by the Participant at the same time he enters into a Salary Reduction
Agreement for such Plan Year. Income Credits on any portion of the
Participant's Account added during a Plan Year shall be prorated to reflect
the period of time during which such added portion was credited to the
Participant's Account.
The Participant's Chittenden Stock Equivalent Account shall be credited
with the number of shares (including fractional interests in shares) of
Chittenden Corporation stock which could be purchased with the balance in
his Account at the Crediting Price (described below).
(a) If a Participant has selected the Chittenden Stock Equivalent Account,
as of each date of payment of dividends on the Chittenden Corporation
Stock there shall be credited, with respect to the equivalent share of
Chittenden Corporation Stock credited pursuant to this Section 3.3 on
the record date of such dividend, the equivalent of such additional
shares (including fractional interests therein) of Chittenden
Corporation Stock as follows:
(i) In the case of cash dividends, the number of shares that could be
purchased at the Crediting Price (defined below) as of such
payment date with the dividends which would have been payable on
the credited shares as if they had been outstanding;
(ii) In the case of dividends payable in Chittenden Corporation Stock,
the equivalent number of shares that would have been payable on
the equivalent shares as if they had been outstanding.
(b) CREDITING PRICE. The Crediting Price at the time any credit is to be
made pursuant to this Section 3.3 shall be the fair market value of the
Chittenden Corporation Stock as of the end of the Plan Year for which such
election has been made, and, pursuant to paragraph (a) shall be the fair
market value of the Chittenden Corporation Stock on the date of the
dividend payment.
For purposes of this paragraph (b), fair market value on any day shall mean
the average of the high and low prices on the NASDAQ NMS as of the end of
the Plan Year for which such election has been made or on the date of
dividend payment. If there were no sales on said dates, then the fair
market value shall be the average of the high and low prices on the
previous business day.
(c) The total number of equivalent shares of Chittenden Corporation Stock held
for purposes of this Section 3.3 shall be proportionately adjusted from
time to time, as determined by the Board, for any increase or decrease in
the number of outstanding shares of Chittenden Corporation Stock resulting
from a subdivision or combination of shares of Chittenden Corporation
Stock, a dividend payable in Chittenden Corporation Stock (to the extent
that credits have not otherwise been made with respect thereto pursuant to
paragraph (a)(i)), a reclassification of Chittenden Corporation Stock, a
merger or consolidation, or for any other change in capital structure of
Chittenden Corporation Stock.
<PAGE 16>
3.4 VESTING. A Participant shall be vested in his contributions hereunder
pursuant to the vesting provisions set forth in Article VIII of the Basic
Plan.
SECTION IV
PAYMENT OF RETIREMENT BENEFITS
4.1 Vested benefits payable in accordance with Section III will be paid on the
Participant's Severance Date pursuant to Section II. Benefits will be paid
in the form of a lump sum payment only.
4.2 It is intended that the benefits under this Plan be payable only in the
event of a Participant's severance from employment on one of the dates
specified in Section 2.1, or death of a Participant as provided in Section
V. Participants will not be permitted to borrow from or make withdrawals
from their Account prior to termination of employment, except as may be
permitted by the Board, in its sole discretion, in exceptional
circumstances.
SECTION V
DEATH BENEFITS PAYABLE
5.1 If a Participant should die before payment of benefits hereunder, his
Beneficiary will receive a benefit equal to the amount credited to the
Participant's Account, determined in accordance with Section III as if the
Participant had retired on the first day of the month following the date of
his death.
5.2 If a Participant should die after payment of benefit hereunder, no further
amount shall be payable to his Beneficiary.
SECTION VI
MISCELLANEOUS
6.1 The Board may, in its sole discretion, terminate, suspend, or amend this
Plan at any time or from time to time, in whole or in part. However, no
amendment or suspension of the Plan will affect a Participant's right or
the right of a Beneficiary to receive a benefit in accordance with the
applicable provisions of this Plan as in effect on such Participant's
Severance Date.
<PAGE 17>
6.2 Nothing contained herein will confer upon any Participant the right to be
retained in the service of the Corporation, nor will it interfere with the
right of the Corporation to discharge or otherwise deal with Participants
without regard to the existence of this Plan.
6.3 This agreement shall be binding upon, and shall inure to the benefit of,
the parties hereto, their respective heirs, assigns, successors, executors
and administrators. None of the payments provided for by this agreement
shall be subject to seizure for payment of any debts or judgments against
the Participant or the Participant's Beneficiary; nor shall the Participant
or the Participant's Beneficiary have any right to transfer, modify,
anticipate or encumber any rights or benefits hereunder; provided, however,
that the undistributed portion of any benefit payable hereunder shall at
all times be subject to set-off for debts owed by the Participant to the
Corporation.
6.4 Notwithstanding anything to the contrary contained herein, any benefit
under the Plan shall be deemed fully vested in the event of a Change in
Control (as hereinafter defined). In such case, the Participant's benefit
shall become immediately payable as of the closing date of the transaction
deemed to effect such Change in Control.
For purposes of this Plan, a Change in Control shall be deemed to have
occurred upon the first to occur 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 (the "Exchange Act"), as amended,
(other than the Corporation or any corporation owned, directly or
indirectly, by the stockholders of this Corporation in substantially
the same proportions as their ownership of stock of the Corporation),
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the
Corporation representing more than 25% of the number of the
Corporation's then outstanding securities;
(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 Corporation to effect a transaction described in
paragraph (a), (c) or (d) of this Section 6.4) whose election by the
Board or nomination for election by the Corporation'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 least one half thereof;
(c) the stockholders of the Corporation approve a merger or consolidation
of the Corporation with any other corporation, other than a merger or
consolidation which would result in the voting securities of the
Corporation 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 Corporation or such surviving entity
outstanding immediately after such merger or consolidation; or
(d) the stockholders of the Corporation approve a plan of complete
liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the
Corporation's assets.
<PAGE 18>
6.5 The Corporation may set aside assets in a trust or other funding
arrangements as it, or its delegate, deems appropriate to anticipate
benefit liabilities accumulating under the Plan; provided such arrangement
is not considered "funded" for purposes of the Code and the Employee
Retirement Income Security Act of 1974. Accordingly, the assets of any
such arrangement shall be subject to the claims of the creditors of the
Corporation in the event of the Corporation's insolvency. The rights of a
Participant or Beneficiary shall be limited to those of a general,
unsecured creditor of the Corporation who has a claim equal to the value of
the Participant's benefit hereunder. Benefits under this Plan will be
payable from the general assets of the Corporation or from such other
funding vehicle established for such purpose as described above, or both.
6.6 The Board or its delegate may adopt rules and regulations to assist it in
the administration of the Plan.
6.7 Each Participant shall receive a copy of this Plan and the Board will make
available for inspection by any Participant a copy of the rules and
regulations used by the Board in administering the Plan.
6.8 CLAIMS PROCEDURES. If any application for a distribution or withdrawal
under the Plan shall be denied, the Board, or its delegate, shall notify
the claimant within a reasonable time of such denial setting forth the
specific reasons therefor and afford such claimant a reasonable opportunity
for a full and fair review of the decision denying his claim. Notice of
such denial shall set forth, in addition to the specific reasons for the
denial, the following:
(a) reference to pertinent provisions of the Plan;
(b) such additional information as may be relevant to denial of the claim;
(c) an explanation of the claims review procedures; and
(d) advice that such claimant may request the opportunity to review
pertinent Plan documents and submit a statement of issues and
comments.
Within 60 days following advice of denial of his claim, upon request made
by the claimant for a review of such denial, the Board, or its delegate,
shall take appropriate steps to review its decision in light of any further
information or comments submitted by such claimant. The Board, or its
delegate, shall be empowered to hold a hearing at which such claimant shall
be entitled to present the basis of his claim for review and at which he
may be represented by counsel.
The Board, or its delegate, shall render a decision within 60 days after
claimant's request for review and shall advise claimant in writing of its
decision on such review, specifying its reasons and identifying appropriate
provisions of the Plan.
<PAGE 19>
6.9 The Corporation may withhold from any payments to be made hereunder such
amount as it may be required to withhold under any applicable Federal,
state or other law, and transmit such withheld amounts to the appropriate
taxing authority.
6.10 This Plan is established under and will be construed according to the laws
of the State of Vermont.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be signed by
its officer thereunto duly authorized on this 18th day of December, 1996.
CHITTENDEN CORPORATION
ATTEST: s/ F. Sheldon Prentice By:s/Sarah P. Merritt
Corporate Secretary
(CORPORATE SEAL)
<PAGE 20>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 16, 1997
incorporated by reference in Chittenden Corporation's Form 10-K for the year
ended December 31, 1996 and to all references to our Firm included in this
registration statement.
s/Arthur Andersen LLP
Boston, Massachusetts
April 15, 1997
<PAGE 21>
EXHIBIT 24.1
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of Paul A. Perrault and Kirk W.
Walters acting together or singularly, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him in his name,
place and stead, in any and all capacities, (i) to sign a Registration Statement
on Form S-8 under the Securities Act of 1933, as amended (the Securities Act ),
relating to the shares issuable pursuant to the Chittenden Corporation Incentive
Savings and Profit Sharing Plan and Supplemental Executive Savings Plan and (ii)
to sign any and all amendments (including post-effective amendments) to such
Registration Statement, and (iii) to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission under the Securities Act. The undersigned hereby ratifies and
confirms all that such attorney-in-fact or his substitute may lawfully do or
cause to be done by virtue hereof.
Signature Capacity Date
- ----------- -------------------- -----------------
s/Paul A. Perrault President, Chief Executive April 16, 1997
Officer and Director (Principal
Executive Officer)
s/Kirk W. Walters Executive Vice President, Chief April 16, 1997
Financial Officer and Treasurer
(Principal Financial and
Accounting Officer)
s/Barbara W. Snelling Chair of the Board of Directors April 16, 1997
s/Frederic H. Bertrand Director April 16, 1997
s/David M. Boardman Director April 16, 1997
s/Paul J. Carrara Director April 16, 1997
s/Lyn Hutton Director April 16, 1997
s/Philip A. Kolvoord Director April 16, 1997
s/James C. Pizzagalli Director April 16, 1997
s/Pall D. Spera Director April 16, 1997
Martel D. Wilson, Jr. Director
