Common use of Sch Clause in Contracts

Sch. A-1 EXHIBITS Exhibit A-- Form of Opinion of Company's Counsel.............. A-1 Exhibit B-- Form of Opinion of Trust's Special Delaware Counsel.............................................. B-1 CHITTENDEN CORPORATION (a Vermont corporation) and XXXXXXXXXX CAPITAL TRUST [ ] (a Delaware statutory business trust) [ ] Capital Securities [ ]% Capital Securities (Liquidation Amount $25 Per Capital Security) UNDERWRITING AGREEMENT [ ], 200[ ] Xxxxxx Brothers Inc. as Representative of the several Underwriters c/x Xxxxxx Brothers Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Xxxxxxxxxx Capital Trust [ ] (the "Trust"), a statutory business trust organized under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.), confirms its agreement with Xxxxxx Brothers Inc. ("Xxxxxx Brothers") and each of the other Underwriters named in Schedule A hereto (collectively the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Xxxxxx Brothers is acting as Representative (in such capacity, the "Representative") with respect to the issue and sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of [ ]% Capital Securities (liquidation amount $25 per capital security) in the respective numbers set forth in said Schedule A hereto (the "Initial Capital Securities") and with respect to the grant by the Trust to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the additional Capital Securities to cover over-allotments, if any. The aforesaid [ ] Initial Capital Securities and all or part of the [ ] Capital Securities subject to the option described in Section 2(b) hereof (the "Option Capital Securities") are hereinafter called, collectively, the "Capital Securities." The Capital Securities are more fully described in the Prospectus (as defined below). The Capital Securities and the Common Securities, referred to below, will be guaranteed by Chittenden Corporation (a Vermont corporation) (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Securities Guarantee") pursuant to the Guarantee Agreement (the "Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Capital Securities and the Common Securities, referred to below. The Company and the Trust each understand that the Underwriters propose to make a public offering of the Capital Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein) and the Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") and will be used by the Trust to purchase $ [ ] aggregate principal amount of [ ]% Junior Subordinated Debentures due [ ], 20[ ] (the "Debentures") issued by the Company and, if all or part of the Option Capital Securities are purchased, up to approximately an additional $[ ] aggregate principal amount of Debentures (the "Option Debentures"). The aforesaid Initial Debentures and Option Debentures are hereinafter called, collectively, the "Debentures." The Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement of the Trust, to be dated as of Closing Time (the "Trust Agreement"), among the Company, as sponsor, The Bank of New York, as property trustee (the "Property Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and [ ], [ ] and [ ] as administrative trustees (the "Administrative Trustees" and together with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of Closing Time (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Trustee"). The Capital Securities, the Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus (as defined below). The Company and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (Nos. 333-[ ] and 333-[ ]-01), as amended by Pre-effective Amendment No. 1 thereto, including the related preliminary prospectus, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet relating to the Securities (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." The term "preliminary prospectus" means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Capital Securities is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated [ ], 200[ ], together with the Term Sheet, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("XXXXX"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.

Sch. A-1 B-1 EXHIBITS Exhibit A-- Form of Opinion of Company's Counsel.............. ................. A-1 Exhibit B-- Form of Opinion of Trust's Special Delaware Counsel.............................................. .. B-1 CHITTENDEN Exhibit C-- Form of Lock-up Letter............................... C-1 FLEETBOSTON FINANCIAL CORPORATION (a Vermont Rhode Island corporation) and XXXXXXXXXX FLEET CAPITAL TRUST [ ] VII (a Delaware statutory business trust) [ ] Capital 20,000,000 Preferred Securities [ ]7.20% Capital Preferred Securities (Liquidation Amount $25 Per Capital Preferred Security) UNDERWRITING PURCHASE AGREEMENT [ ]September 10, 200[ ] Xxxxxx Brothers 2001 Morxxx Xxaxxxx & Co. Incorporated Fleet Securities, Inc. as Representative of the several Underwriters Merxxxx Xxnch, Pierce, Fenxxx & Smixx Incorporated Salxxxx Xxxxx Xxrney Inc. c/x Xxxxxx Brothers Inc. 000 Xxxxxxx Xxxxxx o Morgan Staxxxx & Co. Incorporated 1580 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies Xadies and Gentlemen: Xxxxxxxxxx Fleet Capital Trust [ ] VII (the "Trust"), a statutory business trust organized created under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.), ) confirms its agreement with Xxxxxx Brothers Morxxx Xxaxxxx & Co. Incorporated ("Morxxx Xxaxxxx"), Fleet Securities, Inc. ("Xxxxxx BrothersFleet"), Merxxxx Xxnch, Pierce, Fenxxx & Smixx Xxcorporated ("Merxxxx Xxnxx"), Salxxxx Xxxxx Xxrxxx Xxc. ("Salxxxx Xxxxx Xxrney") and each of the other Underwriters named in Schedule A hereto (collectively the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Xxxxxx Brothers is Morxxx Xxaxxxx, Xleet, Merxxxx Xxnxx xxd Salxxxx Xxxxx Xxrxxx xxe acting as Representative Representatives (in such capacity, the "RepresentativeRepresentatives") with respect to the issue and sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of [ ]7.20% Capital Preferred Securities (liquidation amount $25 per capital preferred security) in the respective numbers set forth in said Schedule A hereto (the "Initial Capital Preferred Securities") and with respect to the grant by the Trust to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the additional Capital Securities to cover over-allotments, if any). The aforesaid [ ] Initial Capital Securities and all or part of the [ ] Capital Securities subject to the option described in Section 2(b) hereof (the "Option Capital Securities") are hereinafter called, collectively, the "Capital Securities." The Capital Preferred Securities are more fully described in the Prospectus (as defined below). The Capital Preferred Securities and the Common Securities, referred to below, will be guaranteed by Chittenden FleetBoston Financial Corporation (a Vermont Rhode Island corporation) (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Preferred Securities Guarantee") pursuant to the Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Capital Securities and the Common Preferred Securities, referred to below. The Company and the Trust each understand that the Underwriters propose to make a public offering of the Capital Preferred Securities as soon as the Representative deems Representatives deem advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein) and the Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Common Securities Guarantee Agreement (the "Common Securities Guarantee Agreement" and, together with the Preferred Securities Agreement, the "Guarantee Agreements"), to be dated as of Closing Time, executed and delivered by the Company for the benefit of the holders from time to time of the Common Securities, and will be used by the Trust to purchase $ [ ] $515,463,925 aggregate principal amount of [ ]7.20% Junior Subordinated Debentures due [ ], 20[ ] 2031 (the "Debentures") issued by the Company and, if all or part of the Option Capital Securities are purchased, up to approximately an additional $[ ] aggregate principal amount of Debentures (the "Option Debentures")Company. The aforesaid Initial Debentures and Option Debentures are hereinafter called, collectively, the "Debentures." The Capital Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust Agreement of the Trust, to be dated as of Closing Time (the "Trust AgreementDeclaration"), among the Company, as sponsorSponsor, The Bank of New York, as property institutional trustee (the "Property Institutional Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and [ ]Eugxxx X. XxXxxxx, [ ] and [ ] as administrative Xouxxxx X Xxxxxx xxd Johx X. Xxxxxxxxx, xs regular trustees (the "Administrative Regular Trustees" and together with the Property Institutional Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of Closing Time June 30, 2000 (the "Base Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Indenture Trustee"), as supplemented by the Second Supplemental Indenture, to be dated as of Closing Time (the "Second Supplemental Indenture," together with the Base Indenture, the "Indenture"), between the Company and the Indenture Trustee. The Capital Preferred Securities, the Preferred Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus (as defined below)Prospectus. The Company and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (NosNo. 333-[ ] and 333-[ ]-01333-36444), as amended by Pre-effective Amendment No. 1 thereto, including the related relevant forms of prospectus and preliminary prospectusprospectus supplement, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet relating to the Securities (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." The term "preliminary prospectus" means a preliminary Any prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such used before such registration statement, including the exhibits thereto, schedules thereto, if anystatement became effective, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Actany prospectus that omitted, at the time it became effective and including as applicable, the Rule 430A Information and or the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Capital Securities is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated [ ], 200[ ], together with the Term Sheet, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("XXXXX"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.

Sch. D-1 EXHIBIT A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(B).................................................................A-1 EXHIBITS Exhibit A-- Form of Opinion of Company's Counsel.............. A-1 Exhibit B-- Form of Opinion of Trust's Special Delaware Counsel.............................................. EXHIBIT B FORM OF LOCK-UP LETTER...................................................................B-1 CHITTENDEN CORPORATION (a Vermont corporation) and XXXXXXXXXX CAPITAL TRUST [ ] </TABLE> XXXXX RIVER GROUP, INC. (a Delaware statutory business trustcorporation) [ ] Capital Securities [ ]% Capital Securities o Shares of Common Stock (Liquidation Amount $25 0.01 Par Value Per Capital SecurityShare) UNDERWRITING AGREEMENT [ ]o, 200[ ] Xxxxxx Brothers 2005 Xxxxx, Xxxxxxxx & Xxxxx, Inc. as Representative of the several Underwriters c/x Xxxxxx Brothers o Keefe, Xxxxxxxx & Xxxxx, Inc. 4th Floor 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Xxxxxxxxxx Capital Trust [ ] Xxxxx River Group, Inc., a Delaware corporation (the "TrustCOMPANY"), a statutory business trust organized under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.), confirms its agreement with Xxxxxx Brothers Xxxxx, Xxxxxxxx & Xxxxx, Inc. ("Xxxxxx BrothersKBW") and each of the other Underwriters named in Schedule A hereto (collectively collectively, the "UnderwritersUNDERWRITERS," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Xxxxxx Brothers KBW is acting as Representative representative (in such capacity, the "RepresentativeREPRESENTATIVE") ), with respect to (i) the issue and sale by the Trust Company and the purchase by the Underwriters, acting severally and not jointly, of [ ]% Capital Securities (liquidation amount $25 per capital security) in the respective numbers of the [o] shares of Common Stock, $0.01 par value per share, of the Company ("COMMON Stock") set forth in said Schedule A hereto and (the "Initial Capital Securities"ii) and with respect to the grant by the Trust Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the [o] additional Capital Securities shares of Common Stock to cover over-allotments, if any. The aforesaid [ [o] Initial Capital Securities shares of Common Stock (the "INITIAL SECURITIES") to be purchased by the Underwriters and all or any part of the [ [o] Capital Securities shares of Common Stock subject to the option described in Section 2(b) hereof (the "Option Capital SecuritiesOPTION SECURITIES") are hereinafter called, collectively, the "Capital SecuritiesSECURITIES." The Capital Company hereby confirms its engagement of KBW as, and KBW hereby confirms its agreement with the Company to render services as, a "qualified independent underwriter" within the meaning of Rule 2720(b)(15) of the Conduct Rules of the National Association of Securities are more fully described in the Prospectus (as defined below). The Capital Securities and the Common SecuritiesDealers, referred to below, will be guaranteed by Chittenden Corporation (a Vermont corporation) Inc. (the "CompanyNASD"), to the extent set forth in the Prospectus, ) with respect to distributions the offering and amounts payable upon liquidation or redemption (sale of the Securities. KBW, solely in its capacity as "qualified independent underwriter" and not otherwise, is referred to herein as the "Securities Guarantee") pursuant to the Guarantee Agreement (the "Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Capital Securities and the Common Securities, referred to below. INDEPENDENT UNDERWRITER." The Company and the Trust each understand understands that the Underwriters propose to make a public offering of the Capital Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein) and the Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") and will be used by the Trust to purchase $ [ ] aggregate principal amount of [ ]% Junior Subordinated Debentures due [ ], 20[ ] (the "Debentures") issued by the Company and, if all or part of the Option Capital Securities are purchased, up to approximately an additional $[ ] aggregate principal amount of Debentures (the "Option Debentures"). The aforesaid Initial Debentures and Option Debentures are hereinafter called, collectively, the "Debentures." The Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement of the Trust, to be dated as of Closing Time (the "Trust Agreement"), among the Company, as sponsor, The Bank of New York, as property trustee (the "Property Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and [ ], [ ] and [ ] as administrative trustees (the "Administrative Trustees" and together with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of Closing Time (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Trustee"). The Capital Securities, the Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus (as defined below). The Company and the Trust have filed with Underwriters agree that up to [o] shares of the Securities and Exchange Commission to be purchased by the Underwriters (the "CommissionRESERVED SECURITIES") a shelf registration statement on Form S-3 shall be reserved for sale by the Underwriters to the Company's directors, officers, employees, agents, brokers and related persons (Nos. 333-[ ] and 333-[ ]-01the "INVITEES"), as amended by Pre-effective Amendment No. 1 thereto, including part of the related preliminary prospectus, covering the registration distribution of the Securities under by the Securities Act of 1933Underwriters, as amended (subject to the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery terms of this Agreement, the Company will either (i) prepare applicable rules, regulations and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") interpretations of the 1933 Act RegulationsNASD and all other applicable laws, if applicable, rules and paragraph (b) of Rule 424 ("Rule 424(b)") regulations. To the extent that such Reserved Securities are not orally confirmed for purchase by such Invitees by the end of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet relating to the Securities (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." The term "preliminary prospectus" means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and first business day after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Capital Securities is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated [ ], 200[ ], together with the Term Sheet, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references such Reserved Securities may be offered to the Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any public as part of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("XXXXX"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may bepublic offering contemplated hereby.

Sch. A-1 EXHIBITS Exhibit A-- A -- Form of Opinion of Company's Counsel.............. Counsel to Popular and PNA....................................................... A-1 Exhibit B-- B -- Form of Opinion of Trust's Puerto Rico Counsel for Popular and PNA.......................................... B-1 Exhibit C -- Form of Opinion of Special Delaware Counsel.............................................. B-1 CHITTENDEN CORPORATION Counsel for PNA and the Trust....................................................................................... C-1 POPULAR, INC. (a Vermont Puerto Rico corporation) and XXXXXXXXXX POPULAR NORTH AMERICA, INC. (a Delaware Corporation) POPULAR NORTH AMERICA CAPITAL TRUST [ ] I (a Delaware statutory business trust) [ ] Capital Securities [ ]% 250,000 [-]% Capital Securities (Liquidation Amount $25 1,000 Per Capital Security) UNDERWRITING PURCHASE AGREEMENT [ September [-], 200[ ] 2004 Credit Suisse First Boston LLC X.X. Xxxxxx Brothers Securities Inc. as Representative Representatives of the several Underwriters c/x Xxxxxx Brothers Inc. 000 o Credit Suisse First Boston LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 XX 00000-0000 Ladies and Gentlemen: Xxxxxxxxxx Popular North America Capital Trust [ ] I (the "Trust"), a statutory business trust organized created under the Business Statutory Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. Sections 3801 et seq.), Popular North America, Inc., a Delaware corporation ("PNA"), and Popular, Inc., a Puerto Rico corporation ("Popular"), each confirms its agreement with Credit Suisse First Boston LLC ("CSFB"), X.X. Xxxxxx Brothers Securities Inc. ("Xxxxxx BrothersJPMorgan") and each of and, the other Underwriters named listed in Schedule A hereto (collectively collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Xxxxxx Brothers is CSFB and JPMorgan are acting as Representative Representatives (in such capacity, the "RepresentativeRepresentatives") ), with respect to the issue and sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of [ ]% 250,000 [-]% Capital Securities (liquidation amount $25 1,000 per capital security) in the respective numbers set forth in said Schedule A hereto (the "Initial Capital Securities") and with respect to the grant by the Trust to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the additional Capital Securities to cover over-allotments, if any). The aforesaid [ ] Initial Capital Securities and all or part of the [ ] Capital Securities subject to the option described in Section 2(b) hereof (the "Option Capital Securities") are hereinafter called, collectively, the "Capital Securities." The Capital Securities are more fully described will be guaranteed by Popular and PNA, to the extent set forth in the Prospectus (as defined below). The Capital Securities and the Common Securities, referred to below, will be guaranteed by Chittenden Corporation (a Vermont corporation) (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation of the Trust or redemption of the Capital Securities (collectively, the "Capital Securities GuaranteeGuarantees") pursuant to the Capital Securities Guarantee Agreement (the "Guarantee Agreement") ), to be dated as of Closing Time (as defined below), executed and delivered by the Company Popular, PNA and The Bank of New York X.X. Xxxxxx Trust Company, National Association (the "Guarantee Trustee"), a New York national banking corporation association, not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Capital Securities and the Common Securities, referred to below. The Company and the Trust each understand that the Underwriters propose to make a public offering of the Capital Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein) and the Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company PNA of its common securities (the "Common Securities") and will be used by the Trust to purchase $ [ ] $257,732,000 aggregate principal amount of [ ]% [-]% Junior Subordinated Debentures due [ ], 20[ ] 2034 (the "Debentures") issued by the Company and, if all or part of the Option Capital Securities are purchased, up to approximately an additional $[ ] aggregate principal amount of Debentures PNA and guaranteed (the "Option DebenturesDebenture Guarantees")) by Popular. The aforesaid Initial Debentures and Option Debentures are hereinafter called, collectively, the "Debentures." The Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement of the TrustAgreement, to be dated as of Closing Time (the "Trust Agreement"), among the Popular, PNA, as Depositor, X.X. Xxxxxx Trust Company, as sponsor, The Bank of New YorkNational Association, as property trustee (the "Property Trustee"), The Chase Manhattan Bank of New York (Delaware)USA, National Association, as Delaware trustee (the "Delaware Trustee"), and [ ]Xxxxx X. Xxxxxxxx, [ ] an individual, and [ ] Xxxxxxx Xxxxxxx, an individual, as administrative trustees (the "Administrative Trustees," and together with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures and the Debenture Guarantees will be issued pursuant to an Indenture, dated as of Closing Time a Junior Subordinated Indenture (the "Indenture"), to be dated as of the Closing Time, between the Company and The Bank of New YorkPNA, as issuer, Popular, as guarantor, and X.X. Xxxxxx Trust Company, National Association, as indenture trustee (the "Debenture Indenture Trustee"). The Capital Securities, the Capital Securities Guarantee Guarantees, the Debentures and the Debentures Debenture Guarantees are collectively referred to herein as the "Securities." This Agreement, the Trust Agreement, the Guarantee Agreement, the Indenture and the Expense Agreement (as defined herein) are collectively referred to as the "Operative Documents"). Capitalized terms used herein without definition have the respective meanings specified in the Prospectus (Prospectus. Popular, PNA and the Trust each understands that the Underwriters propose to make a public offering of the Capital Securities as defined below)soon as the Representatives deem advisable after this Agreement has been executed and delivered. The Company Popular, PNA and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (Nos. 333-[ ] and 333-[ ]-01), as amended by Pre-effective Amendment No. 1 thereto333-118197, 000-000000-00 and 333-118197 02), including the related relevant forms of prospectus and preliminary prospectus, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, Popular, PNA and the Company Trust will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet relating to the Securities (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." The term Any prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 ActAct and the Rule 430A Information, if any, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if anyeffective, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Capital Securities Securities, is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated [ ], 200[ ], together with the Term Sheet, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("XXXXX"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated," or words of similar import, in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 1934, as amended (the "1934 Act") ), which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement.

Sch. D-1 EXHIBIT A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(B)...........................................A-1 EXHIBITS Exhibit A-- Form of Opinion of Company's Counsel.............. A-1 Exhibit B-- Form of Opinion of Trust's Special Delaware Counsel.............................................. EXHIBIT B FORM OF LOCK-UP LETTER.............................................B-1 CHITTENDEN CORPORATION (a Vermont corporation) and XXXXXXXXXX CAPITAL TRUST [ ] </TABLE> XXXXX RIVER GROUP, INC. (a Delaware statutory business trustcorporation) [ ] Capital Securities [ ]% Capital Securities 4,444,000 Shares of Common Stock (Liquidation Amount $25 0.01 Par Value Per Capital SecurityShare) UNDERWRITING AGREEMENT [ ]August 8, 200[ ] Xxxxxx Brothers 2005 Xxxxx, Xxxxxxxx & Xxxxx, Inc. as Representative of the several Underwriters c/x Xxxxxx Brothers o Keefe, Xxxxxxxx & Xxxxx, Inc. 4th Floor 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Xxxxxxxxxx Capital Trust [ ] Xxxxx River Group, Inc., a Delaware corporation (the "TrustCOMPANY"), a statutory business trust organized under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.), confirms its agreement with Xxxxxx Brothers Xxxxx, Xxxxxxxx & Xxxxx, Inc. ("Xxxxxx BrothersKBW") and each of the other Underwriters named in Schedule A hereto (collectively collectively, the "UnderwritersUNDERWRITERS," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Xxxxxx Brothers KBW is acting as Representative representative (in such capacity, the "RepresentativeREPRESENTATIVE") ), with respect to (i) the issue and sale by the Trust Company and the purchase by the Underwriters, acting severally and not jointly, of [ ]% Capital Securities (liquidation amount $25 per capital security) in the respective numbers of the 4,444,000 shares of Common Stock, $0.01 par value per share, of the Company ("COMMON STOCK") set forth in said Schedule A hereto and (the "Initial Capital Securities"ii) and with respect to the grant by the Trust Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the 666,600 additional Capital Securities shares of Common Stock to cover over-allotments, if any. The aforesaid [ ] Initial Capital Securities 4,444,000 shares of Common Stock (the "INITIAL SECURITIES") to be purchased by the Underwriters and all or any part of the [ ] Capital Securities 666,600 shares of Common Stock subject to the option described in Section 2(b) hereof (the "Option Capital SecuritiesOPTION SECURITIES") are hereinafter called, collectively, the "Capital SecuritiesSECURITIES." The Capital Company hereby confirms its engagement of KBW as, and KBW hereby confirms its agreement with the Company to render services as, a "qualified independent underwriter" within the meaning of Rule 2720(b)(15) of the Conduct Rules of the National Association of Securities are more fully described in the Prospectus (as defined below). The Capital Securities and the Common SecuritiesDealers, referred to below, will be guaranteed by Chittenden Corporation (a Vermont corporation) Inc. (the "CompanyNASD"), to the extent set forth in the Prospectus, ) with respect to distributions the offering and amounts payable upon liquidation or redemption (sale of the Securities. KBW, solely in its capacity as "qualified independent underwriter" and not otherwise, is referred to herein as the "Securities Guarantee") pursuant to the Guarantee Agreement (the "Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Capital Securities and the Common Securities, referred to below. INDEPENDENT UNDERWRITER." The Company and the Trust each understand understands that the Underwriters propose to make a public offering of the Capital Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein) and the Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") and will be used by the Trust to purchase $ [ ] aggregate principal amount of [ ]% Junior Subordinated Debentures due [ ], 20[ ] (the "Debentures") issued by the Company and, if all or part of the Option Capital Securities are purchased, up to approximately an additional $[ ] aggregate principal amount of Debentures (the "Option Debentures"). The aforesaid Initial Debentures and Option Debentures are hereinafter called, collectively, the "Debentures." The Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement of the Trust, to be dated as of Closing Time (the "Trust Agreement"), among the Company, as sponsor, The Bank of New York, as property trustee (the "Property Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and [ ], [ ] and [ ] as administrative trustees (the "Administrative Trustees" and together with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of Closing Time (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Trustee"). The Capital Securities, the Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus (as defined below). The Company and the Trust have filed with Underwriters agree that up to 255,530 shares of the Securities and Exchange Commission to be purchased by the Underwriters (the "CommissionRESERVED SECURITIES") a shelf registration statement on Form S-3 shall be reserved for sale by the Underwriters to the Company's directors, officers, employees, agents, brokers and related persons (Nos. 333-[ ] and 333-[ ]-01the "INVITEES"), as amended by Pre-effective Amendment No. 1 thereto, including part of the related preliminary prospectus, covering the registration distribution of the Securities under by the Securities Act of 1933Underwriters, as amended (subject to the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery terms of this Agreement, the Company will either (i) prepare applicable rules, regulations and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") interpretations of the 1933 Act RegulationsNASD and all other applicable laws, if applicable, rules and paragraph (b) of Rule 424 ("Rule 424(b)") regulations. To the extent that such Reserved Securities are not orally confirmed for purchase by such Invitees by the end of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet relating to the Securities (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." The term "preliminary prospectus" means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and first business day after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Capital Securities is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated [ ], 200[ ], together with the Term Sheet, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references such Reserved Securities may be offered to the Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any public as part of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("XXXXX"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may bepublic offering contemplated hereby.

Sch. A-1 EXHIBITS Exhibit A-- Form of Opinion of Company's Counsel.............. A-1 Exhibit B-- Form of Opinion of Trust's Special Delaware Counsel.............................................. Schedule B -- Information Provided by Underwriters.................................................Sch. B-1 CHITTENDEN CORPORATION OGE ENERGY CORP. (a Vermont corporationAN OKLAHOMA CORPORATION) and XXXXXXXXXX CAPITAL TRUST [ ] (a Delaware statutory business trust) [ ] Capital Securities [ ]% Capital Securities (Liquidation Amount ____ SHARES OF COMMON STOCK, PAR VALUE $25 Per Capital Security) UNDERWRITING 0.01 PER SHARE PURCHASE AGREEMENT [ ], 200[ ] Xxxxxx Brothers Inc. as Representative of the several Underwriters c/x Xxxxxx Brothers Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 To: Ladies and Gentlemen: Xxxxxxxxxx Capital Trust [ ] OGE Energy Corp., an Oklahoma corporation (the "TrustCompany"), a statutory business trust organized under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.), confirms its agreement with Xxxxxx Brothers Inc. (the "Xxxxxx BrothersRepresentative") ), and each of (collectively, with the other Underwriters named in Schedule A hereto (collectively Representative, the "Underwriters," which term shall also include includes any underwriter substituted as hereinafter provided in Section 10 11 hereof), for whom Xxxxxx Brothers is acting as Representative (in such capacity, the "Representative") with respect to the issue and sale by the Trust Company and the purchase by the Underwriters, acting severally and not jointly, of [ ]% Capital Securities (liquidation amount $25 per capital security) in the respective numbers set forth in said Schedule A hereto an aggregate of ________ shares (the "Initial Capital SecuritiesFirm Shares") and with respect to at the grant by the Trust to the Underwriters, acting severally and not jointly, election of the option described in Section 2(b) hereof to purchase all or any part Underwriters an aggregate of the __________ additional Capital Securities to cover over-allotments, if any. The aforesaid [ ] Initial Capital Securities and all or part of the [ ] Capital Securities subject to the option described in Section 2(b) hereof shares (the "Option Capital SecuritiesShares") of common stock, par value $0.01 per share, of the Company, in each case, including the associated preferred stock purchase rights (the "Common Stock"). The Firm Shares and the Option Shares that the Underwriters elect to purchase pursuant to Section 2 are hereinafter called, collectively, collectively called the "Capital SecuritiesShares." The Capital Securities are more fully described in the Prospectus (as defined below). The Capital Securities and the Common Securities, referred to below, will be guaranteed by Chittenden Corporation (a Vermont corporation) (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Securities Guarantee") pursuant to the Guarantee Agreement (the "Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Capital Securities and the Common Securities, referred to below. The Company and the Trust each understand understands that the Underwriters propose to make a public offering of the Capital Securities Shares as soon as the Representative deems they deem advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein) and the Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") and will be used by the Trust to purchase $ [ ] aggregate principal amount of [ ]% Junior Subordinated Debentures due [ ], 20[ ] (the "Debentures") issued by the Company and, if all or part of the Option Capital Securities are purchased, up to approximately an additional $[ ] aggregate principal amount of Debentures (the "Option Debentures"). The aforesaid Initial Debentures and Option Debentures are hereinafter called, collectively, the "Debentures." The Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement of the Trust, to be dated as of Closing Time (the "Trust Agreement"), among the Company, as sponsor, The Bank of New York, as property trustee (the "Property Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and [ ], [ ] and [ ] as administrative trustees (the "Administrative Trustees" and together with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of Closing Time (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Trustee"). The Capital Securities, the Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus (as defined below). The Company and the Trust have has filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (Nos. 333-[ ] and 333-[ ]-01), as amended by Pre-effective Amendment No. 1 thereto, including the related preliminary prospectus, 333- ) covering the registration of the Securities Shares under the Securities Act of 1933, as amended (the "1933 Act"), which permits including the delayed related preliminary prospectus or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations")prospectuses. Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the rules and regulations of the Commission under the 1933 Act Regulations (the "1933 Act Regulations") or (ii) if the Company has elected elects to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet relating to the Securities (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as the "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 InformationOffering Terms." The term Each prospectus used before such registration statement became effective, and any prospectus that omitted the Offering Terms, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if anyOffering Terms, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Capital Securities Shares is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated [ ], 200[ ], together with the Term Sheet, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the any preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("XXXXX"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, any such preliminary prospectus or the Prospectus, as the case may be.

Sch. A-1 EXHIBITS Exhibit A-- Form of Opinion of Company's Counsel.............. A-1 Exhibit B-- Form of Opinion of Trust's Special Delaware Counsel.............................................. B-1 CHITTENDEN CORPORATION C-1 -iii- OKLAHOMA GAS AND ELECTRIC COMPANY (a Vermont corporationAN OKLAHOMA CORPORATION) and XXXXXXXXXX CAPITAL TRUST [ ] (a Delaware statutory business trust) [ ] Capital Securities [ ]% Capital Securities (Liquidation Amount $25 Per Capital Security) UNDERWRITING $ SENIOR NOTES, SERIES DUE PURCHASE AGREEMENT [ ], 200[ ] Xxxxxx Brothers Inc. as Representative of the several Underwriters c/x Xxxxxx Brothers Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 To: Ladies and Gentlemen: Xxxxxxxxxx Capital Trust [ ] Oklahoma Gas and Electric Company, an Oklahoma corporation (the "TrustCompany"), a statutory business trust organized under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.), confirms its agreement with Xxxxxx Brothers Inc. (the "Xxxxxx BrothersRepresentative") ), and each of (collectively, with the other Underwriters named in Schedule A hereto (collectively Representative, the "Underwriters," which term shall also include includes any underwriter substituted as hereinafter provided in Section 10 11 hereof), for whom Xxxxxx Brothers is acting as Representative (in such capacity, the "Representative") with respect to the issue and sale by the Trust Company and the purchase by the Underwriters, acting severally and not jointly, of [ ]% Capital Securities (liquidation amount $25 per capital security) in the respective numbers principal amounts set forth in said Schedule A hereto of $ aggregate principal amount of the Company's Senior Notes, Series due (the "Initial Capital SecuritiesSenior Notes") and with respect ). The Senior Notes are to be issued pursuant to the grant by Indenture dated as of October 1, 1995 between the Trust to the UnderwritersCompany and UMB Bank, acting severally and not jointlyN.A., of the option described in Section 2(b) hereof to purchase all or any part of the additional Capital Securities to cover over-allotments, if any. The aforesaid [ ] Initial Capital Securities and all or part of the [ ] Capital Securities subject to the option described in Section 2(b) hereof as successor trustee (the "Option Capital Securities") are hereinafter called, collectively, the "Capital Securities." The Capital Securities are more fully described in the Prospectus (as defined below). The Capital Securities and the Common Securities, referred to below, will be guaranteed by Chittenden Corporation (a Vermont corporation) (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Securities Guarantee") pursuant to the Guarantee Agreement (the "Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not as heretofore amended and supplemented and as amended and supplemented by Supplemental Indenture No. , dated as of , creating the series in its individual capacity but solely which the Senior Notes are to be issued. The term "Indenture," as trusteeused herein, for means such Indenture dated as of October 1, 1995, as so amended and supplemented, and includes the benefit Company Order (as defined in the Indenture), if any, establishing the form and terms of the holders from time Senior Notes pursuant to time of the Capital Securities and the Common Securities, referred to belowIndenture. The Company and the Trust each understand understands that the Underwriters propose to make a public offering of the Capital Securities Senior Notes as soon as the Representative deems they deem advisable after this Agreement has been executed and delivered, delivered and the Trust Agreement (as defined herein), the Indenture (as defined herein) and the Guarantee Agreement have has been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") and will be used by the Trust to purchase $ [ ] aggregate principal amount of [ ]% Junior Subordinated Debentures due [ ], 20[ ] (the "Debentures") issued by the Company and, if all or part of the Option Capital Securities are purchased, up to approximately an additional $[ ] aggregate principal amount of Debentures (the "Option Debentures"). The aforesaid Initial Debentures and Option Debentures are hereinafter called, collectively, the "Debentures." The Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement of the Trust, to be dated as of Closing Time (the "Trust Agreement"), among the Company, as sponsor, The Bank of New York, as property trustee (the "Property Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and [ ], [ ] and [ ] as administrative trustees (the "Administrative Trustees" and together with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of Closing Time (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Trustee"). The Capital Securities, the Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus (as defined below). The Company and the Trust have has filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (Nos. 333-[ ] and 333-[ ]-01), as amended by Pre-effective Amendment No. 1 thereto, including the related preliminary prospectus, 333- ) covering the registration of the Securities Senior Notes under the Securities Act of 1933, as amended (the "1933 Act"), which permits including the delayed related preliminary prospectus or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations")prospectuses. Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the rules and regulations of the Commission under the 1933 Act Regulations (the "1933 Act Regulations") or (ii) if the Company has elected elects to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet relating to the Securities (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as the "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 InformationOffering Terms." The term Each prospectus used before such registration statement became effective, and any prospectus that omitted the Offering Terms, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if anyOffering Terms, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Capital Securities Senior Notes is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated [ ], 200[ ], together with the Term Sheet, Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the any preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("XXXXX"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, any such preliminary prospectus or the Prospectus, as the case may be.

Sch. A-1 B-1 EXHIBITS Exhibit A-- A -- Form of Opinion of Company's Counsel.............. ..............................A-1 Exhibit B-- Form of Opinion of Trust's Special Delaware Counsel.............................................. B-1 CHITTENDEN CORPORATION BANKNORTH GROUP, INC. (a Vermont Maine corporation) and XXXXXXXXXX CAPITAL TRUST [ ] (a Delaware statutory business trust) [ ] Capital Securities [ ]$150,000,000 3.750% Capital Securities (Liquidation Amount $25 Per Capital Security) Senior Notes due 2008 UNDERWRITING AGREEMENT [ ]April 23, 200[ ] Xxxxxx 2003 Lehman Brothers Inc. Keefe, Bruyette & Woods, Inc. as Representative Repxxxxxxatives of the several Underwriters sxxxxxl Xxxxxxxxterx xxxted in Schedule A c/x Xxxxxx o Lehman Brothers Inc. 000 Xxxxxxx Xxxxxx 745 Seventh Avenue Xxx XxxxYork, Xxx Xxxx 00000 New York 10019 Ladies and Gentlemenaxx Xxxxxxxxx: Xxxxxxxxxx Capital Trust [ ] Xxxxxxxxx Xxxxx, Xxx., x Xxxxx xxrporation, (the "Trust"), a statutory business trust organized under the Business Trust Act (the "Delaware ActCompany") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.), confirms its agreement with Xxxxxx Lehman Brothers Inc. ("Xxxxxx Lehman Brothers") and each ), Keefe, Bruyette & Woods, Inc. ("Xxefe, Bruyette"), xxx xxch of the other Underwriters named in Schedule A hereto othxx Xxdexxxxxxxx naxxx xn Schedulx X xerxxx (collectively xxxlectively the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Xxxxxx which Lehman Brothers is and Keefe, Bruyette are acting as Representative Representatives (in such capacityxxxx xapacity, the "RepresentativeXxxxxsexxxxxxxx") with respect to the issue and sale by the Trust Company and the purchase by the Underwriters, acting severally and not jointly, of [ ]$150,000,000 aggregate principal amount of the Company's 3.750% Capital Securities (liquidation amount $25 per capital security) Senior Notes due 2008 in the respective numbers amounts set forth in said Schedule A hereto (the "Initial Capital Securities") and with respect to the grant by the Trust to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the additional Capital Securities to cover over-allotments, if any). The aforesaid [ ] Initial Capital Securities will be issued pursuant to an Indenture, dated as of April 30, 2003 (as the same may be supplemented and all or part amended from time to time, the "Indenture") between the Company and The Bank of the [ ] Capital Securities subject to the option described in Section 2(b) hereof New York, a New York banking corporation, as trustee (the "Option Capital SecuritiesTrustee") are hereinafter called, collectively, the "Capital Securities." ). The Capital Securities are more fully described in the Prospectus (as defined below). The Capital Securities and the Common Securities, referred to below, will be guaranteed by Chittenden Corporation (a Vermont corporation) (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Securities Guarantee") pursuant to the Guarantee Agreement (the "Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Capital Securities and the Common Securities, referred to below. The Company and the Trust each understand understands that the Underwriters propose to make a public offering of the Capital Securities as soon as the Representative deems Representatives deem advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein) and the Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") and will be used by the Trust to purchase $ [ ] aggregate principal amount of [ ]% Junior Subordinated Debentures due [ ], 20[ ] (the "Debentures") issued by the Company and, if all or part of the Option Capital Securities are purchased, up to approximately an additional $[ ] aggregate principal amount of Debentures (the "Option Debentures"). The aforesaid Initial Debentures and Option Debentures are hereinafter called, collectively, the "Debentures." The Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement of the Trust, to be dated as of Closing Time (the "Trust Agreement"), among the Company, as sponsor, The Bank of New York, as property trustee (the "Property Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and [ ], [ ] and [ ] as administrative trustees (the "Administrative Trustees" and together with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of Closing Time (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Trustee"). The Capital Securities, the Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus (as defined below)Prospectus. The Company and the Trust have has filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (NosNo. 333-[ ] and 333-[ ]-01333-81980), as amended by Pre-effective Amendment No. 1 thereto, including the related preliminary prospectus, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet relating to the Securities (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." The term "preliminary prospectus" means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Capital Securities is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated [ ], 200[ ], together with the Term Sheet, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("XXXXX"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.Pre-