UNDERWRITING AGREEMENT CHITTENDEN CORPORATION (a Vermont corporation) $125,000,000 Principal Amount of Subordinated Debt Securities due February 14, 2017Underwriting Agreement • February 14th, 2007 • Chittenden Corp /Vt/ • State commercial banks • New York
Chittenden Corporation, a Vermont corporation (the “Company”), proposes to issue and sell $125,000,000 aggregate principal amount of its Subordinated Debt Securities due February 14, 2017 (the “Notes”) to the several Underwriters named in Schedule A hereto (collectively the “Underwriters,”), for whom Lehman Brothers Inc. is acting as Representative (in such capacity, the “Representative”). The Notes will be issued pursuant to an Indenture dated as of February 14, 2007 (the “Indenture”) between the Company and The Bank of New York Trust Company, N.A., a national banking association, as Trustee (the “Trustee”). This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Notes from the Company by the Underwriters.
