MERB Merrill Merchants Banc (MM)

BURLINGTON, Vt., April 23 /PRNewswire-FirstCall/ -- Chittenden Corporation (NYSE:CHZ) and Merrill Merchants Bancshares, Inc. (NASDAQ:MERB) announced today that May 23, 2007 has been set as the deadline for merger consideration elections in connection with Chittenden's proposed acquisition of Merrill Merchants. Completion of the acquisition is subject to customary closing conditions, as well as the approval of Merrill Merchants shareholders and various regulatory agencies. Merrill Merchants shareholders wishing to make an election regarding the consideration they would like to receive for their Merrill Merchants shares must deliver to Computershare Trust Co., Inc., the exchange agent, properly completed Election Forms and Letters of Transmittal, together with their stock certificates or properly completed notices of guaranteed delivery, by 5:00 P.M., New York City time, on Wednesday, May 23, 2007, the election deadline. Merrill Merchants shareholders may elect cash, shares of Chittenden common stock or a combination of the two for their Merrill Merchants shares. All elections are subject to adjustment to ensure that 40% of the outstanding shares of Merrill Merchants common stock will be converted into the right to receive cash, and 60% of the outstanding shares of Merrill Merchants common stock will be converted into the right to receive shares of Chittenden common stock. As a result, a Merrill Merchants shareholder may not receive the exact form of consideration elected, and the ability of a Merrill Merchants shareholder to receive the form of consideration elected will depend on the elections made by other Merrill Merchants shareholders. Merrill Merchants shareholders who do not properly deliver such documentation to Computershare Trust Co., Inc. (at the address specified in the Election Form and Letter of Transmittal) prior to the election deadline will forfeit the right to select the form of consideration they would like to receive. If the acquisition is completed, such non-electing shareholders will be allocated cash and/or Chittenden common stock depending on the elections made by other Merrill Merchants shareholders. Merrill Merchants shareholders may obtain additional copies of the Election Form and Letter of Transmittal, copies of which were mailed today to Merrill Merchants shareholders, by contacting Georgeson Shareholder Communications, the information agent, at (866) 574-4074. Forward-Looking Statements This press release contains statements that may be considered forward- looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward- looking statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and this statement is included for purposes of complying with these safe harbor provisions. These forward-looking statements are based on current plans and expectations, which are subject to a number of risk factors and uncertainties that could cause future results to differ materially from historical performance or future expectations. These differences may be the result of various factors, including, among others: (1) failure of the parties to satisfy the closing conditions in the merger agreement in a timely manner or at all; (2) failure of the shareholders of Merrill Merchants to approve the merger agreement; (3) failure to obtain governmental approvals of the merger, or imposition of adverse regulatory conditions in connection with such approvals; (4) disruptions to the parties' businesses as a result of the announcement and pendency of the merger; (5) costs or difficulties related to the integration of the businesses following the merger; (6) changes in general, national or regional economic conditions; (7) changes in loan default and charge-off rates; (8) reductions in deposit levels necessitating increased borrowings to fund loans and investments; (9) changes in interest rates; (10) changes in levels of income and expense in noninterest income and expense related activities; and (11) competition. For further information on these risk factors and uncertainties, please see Chittenden's filings with the Securities and Exchange Commission, including Chittenden's Annual Report on Form 10-K for the year ended December 31, 2006. Chittenden and Merrill Merchants undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or other changes. Additional Information About this Transaction In connection with the proposed merger of Merrill Merchants with and into Chittenden, Chittenden has filed a registration statement on Form S-4 with the Securities and Exchange Commission containing a proxy statement/prospectus dated March 27, 2007, which has been mailed to Merrill Merchants shareholders. Investors are urged to read these materials, and any other documents filed by Chittenden or Merrill Merchants with the SEC, because they contain or will contain important information about Chittenden, Merrill Merchants and the merger. Chittenden, Merrill Merchants and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of Merrill Merchants in connection with the merger. Information about the directors and executive officers of Chittenden and Merrill Merchants and information about any other persons who may be deemed participants in this transaction is included in the proxy statement/prospectus. The proxy statement/prospectus and other relevant materials, and any other documents filed by Chittenden or Merrill Merchants with the SEC, may be obtained free of charge at the SEC's website at http://www.sec.gov/. In addition, investors may obtain free copies of these documents by directing a written request to Chittenden Corporation, 2 Burlington Square, Burlington, Vermont 05402-0820, Attention: General Counsel. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities. Chittenden is a bank holding company headquartered in Burlington, Vermont. Through its subsidiary banks (1), the Company offers a broad range of financial products and services to customers throughout Northern New England, Massachusetts and Connecticut, including deposit accounts and services; commercial and consumer loans; insurance; and investment and trust services to businesses, individuals, and the public sector. Chittenden Corporation's news releases, including earnings announcements, are available on the Company's website. (1) Chittenden's subsidiaries are Chittenden Trust Company, The Bank of Western Massachusetts, Flagship Bank and Trust Company, Maine Bank & Trust Company, and Ocean National Bank. Chittenden Trust Company also operates under the names Chittenden Bank, Chittenden Services Group, Chittenden Mortgage Services, and it owns Chittenden Insurance Group, LLC, Chittenden Securities, LLC and Chittenden Commercial Finance. DATASOURCE: Chittenden Corporation CONTACT: Edwin N. Clift or Deborah Jordan, both of Merrill Merchants Bancshares, Inc., +1-207-942-4800; or Kirk W. Walters of Chittenden Corporation, +1-802-660-1561 Web site: http://www.chittendencorp.com/ Company News On-Call: http://www.prnewswire.com/comp/124292.html

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