0001193125-07-188176 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • August 23rd, 2007 • Chittenden Corp /Vt/ • State commercial banks • Vermont

THIS CONSULTING AGREEMENT (this “Agreement”), dated as of June 4, 2007, is entered into by and between Chittenden Corporation, a Vermont corporation (“Parent”), and Bradford W. Gile (the “Consultant”), in connection with the Agreement and Plan of Merger, dated as of June 4, 2007 (the “Merger Agreement”), among Chittenden Corporation, a New Hampshire bank and trust company (the “Company”), Parent and Ocean National Bank, a national bank and wholly-owned subsidiary of Parent (“ONB”), which provides for the merger of the Company with and into ONB, with ONB as the surviving entity (the “Merger”). This Agreement shall be effective upon the Effective Time of the Merger. Upon the termination of the Merger Agreement in accordance with Article VIII thereof, this Agreement shall be void ab initio and of no further force and effect. Capitalized terms used but not defined herein shall have the meaning set forth in the Merger Agreement.

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EMPLOYMENT AGREEMENT
Employment Agreement • August 23rd, 2007 • Chittenden Corp /Vt/ • State commercial banks • New Hampshire

This Employment Agreement (“Agreement”) is made as of the 4th day of June, 2007 between Ocean National Bank (the “Bank”) and Peter B. Alden, of Wolfeboro, New Hampshire (the “Executive”).

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