0000950156-06-000654 Sample Contracts

December 21, 2006 Michael R. Tuttle 32 Andrews Avenue South Burlington, Vermont 05403 Re: Employment Agreement Dear Mike:
Merchants Bancshares Inc • December 28th, 2006 • State commercial banks

We, as the Chairs of the Boards of Directors of Merchants Bank, a Vermont chartered bank, and Merchants Bancshares, Inc., a Delaware corporation (collectively "the Corporations"), are pleased to provide you with the following letter agreement to confirm the terms of your employment with the Corporations. We have been authorized by the Corporations' Boards of Directors to negotiate and execute this letter agreement, and will furnish the certificates of the Resolutions granting such authority upon request.

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December 21, 2006 Joseph L. Boutin Re: Employment Agreement Dear Joe:
Merchants Bancshares Inc • December 28th, 2006 • State commercial banks

It is with mixed emotions that the Board accepts your resignation from your position as President of Merchants Bancshares, Inc. ("Merchants"), effective January 1, 2007. However, we are pleased that you will continue to serve as a Special Advisor to the Board of Directors following the conclusion of your tenure as President.

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