Chittenden Corporation 2 Burlington Square P.O. Box 820 Burlington, Vermont 05402-0820 802-658-4000	Kirk W. Walters   (802) 660-1561	[LOGO] Chittenden   Corporation
For Immediate Release
January 16, 2002		02/02

CHITTENDEN REPORTS EARNINGS AND QUARTERLY DIVIDENDS
Burlington, VT — Chittenden Corporation (NYSE:CHZ) Chairman, President and Chief Executive Officer, Paul A. Perrault, today announced fourth quarter 2001 net income of $0.46 per diluted share, compared to the $0.45 per diluted share earned in the fourth quarter of 2000. For the year ended December 31, 2001, earnings were $58.5 million or $1.80 per diluted share, compared to $59.5 million or $1.74 per diluted share earned on an operating basis in 2000. Chittenden also announced its quarterly dividend of $0.19 per share. The dividend will be paid on February 15, 2002, to shareholders of record on February 1, 2002.

In making the announcement, Perrault said, “Although 2001 was a challenging year for a variety of reasons, we are pleased with the results. Our results this past year have proven that our ship is built to make progress in any kind of weather.”

On October 5, 2001, Chittenden announced that it had signed a definitive agreement with Ocean National Corporation, whereby Chittenden will acquire Ocean, and its subsidiary, Ocean National Bank for $53.25 million in cash. Consummation of the agreement is subject to the approval of various regulatory agencies. The acquisition is expected to close in the first quarter of 2002.

Total assets increased from $3.8 billion at December 31, 2000 to $4.2 billion at December 31, 2001 and total loans were flat from a year ago at $2.8 billion. Of the 2001 amounts, Maine Bank & Trust (MBT), which was acquired in April 2001, contributed total assets of approximately $268 million, and total loans of approximately $178 million. Overall commercial loan balances increased approximately $224 million from a year ago. Approximately $129 million was attributed to the purchase of MBT. Excluding the effect of MBT, the commercial portfolio at December 31, 2001 was $95 million higher than a year ago.

Residential real estate loans declined $169 million from a year ago and $107 million from September 30, 2001 primarily due to higher levels of prepayments caused by declining market interest rates as well as to the securitization of $66 million in residential loans. The securitized loans were retained in the Company’s investment portfolio as mortgage-backed securities. The inclusion of MBT increased residential real estate loans $8 million and consumer loans $3 million. Consumer loans declined $98 million from December 31, 2000 due primarily to paydowns on the automotive finance portfolio, driven by lower market interest rates, which outpaced originations.

Total deposits increased approximately $377 million from a year ago, primarily in demand and money market/savings accounts. Much of the increase was due to the acquisition of MBT, which contributed $224 million in deposits at December 31, 2001. However, the existing franchise also grew its deposits by approximately 4% from the level a year ago. Much of this increase was due to unusually high inflows of deposits in the third and fourth quarters, caused by the slowing economy and the September 11^th tragedies.

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The allowance for possible loan losses was $45.3 million at December 31, 2001, up from $40.3 million a year ago and flat to September 30, 2001. The acquisition of MBT accounted for $4.4 million of the increase from the December 31, 2000 balance. Nonperforming assets plus loans 90 days past due and still accruing were $17.7 million at December 31, 2001, down $700,000 from the third quarter and up $1.2 million from a year ago. Net charge-off activity totaled $2 million for the fourth quarter of 2001, compared with $1.9 million for the fourth quarter of 2000, or 0.07% and 0.06%, of average loans for the respective periods. For the year ended December 31, 2001, net charge off activity totaled $7.1 million or 0.25% of average loans, compared with $9.5 million or 0.32% of average loans for 2000.

The net interest margin for the fourth quarter of 2001 was 4.59%, compared with 4.70% in the same period of 2000, and 4.76% for the third quarter of 2001. Excluding the impact of the unusually high liquidity late in the third quarter and throughout the fourth quarter, net interest margins were approximately 4.76% for the fourth quarter of 2001 and 4.81% for the third quarter. The net interest margin for the year ended December 31, 2001 was 4.74%, compared with 4.73% for the 2000 period. Net interest income was $43.9 million for the fourth quarter of 2001 and $41.3 million for the fourth quarter of 2000. For the year ended December 31, 2001, net interest income was $170.3 million, compared with $167.1 million in 2000. The increase in net interest income from the fourth quarter of 2000 and the year 2000 was attributed primarily to the acquisition of MBT.

The provision for possible loan losses was approximately $8 million in 2001 compared to $8.7 million in 2000. For the quarter, the provision was $2.0 million in 2001 compared to $2.2 million in 2000. The lower provision in 2001 was due to the sale of the retail credit card portfolio in the first quarter of 2001. Net retail credit card charge-offs in 2000 were $1.3 million or approximately $325,000 per quarter compared to $102,000 for 2001.

Noninterest income amounted to $15.6 million for the fourth quarter of 2001, up from $13.0 million for the fourth quarter 2000. Gains on sales of loans increased $1.6 million from a year ago to $2.4 million for the fourth quarter of 2001 due to higher volumes of fixed rate mortgages sold resulting from lower market interest rates. Investment management and trust income increased $696,000 to $4.2 million for the fourth quarter of 2001 primarily due to the inclusion of MBT. Increases in insurance, service charges on deposits, and other income were offset by declines in credit card and mortgage servicing income.

Noninterest income was $63.7 million for the year ended December 31, 2001 compared to $53.1 million the year before. For the year, gains on sales of loans consisted of $6.9 million from mortgage banking activities, an increase of $4 million over 2000, and a $4.3 million gain on the sale of the Company’s retail credit card portfolio recorded in the first quarter. Also affecting the increase from 2000 was investment management and trust income, which increased $2.2 million, of which $2.1 million was due to the inclusion of MBT.

Noninterest expenses were $34.7 million for the fourth quarter of 2001, flat from the third quarter of 2001 and up from the $31.3 million for the fourth quarter of 2000. Salaries and employee benefits increased $3.1 million from the fourth quarter of 2000. Approximately half of this increase was attributable to the inclusion of MBT in the 2001 amounts. In addition, accruals for incentive

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compensation were $282,000 higher in 2001 than in 2000 and several components of employee benefits costs increased by approximately $1 million. Due to the inclusion of MBT, net occupancy expenses for the fourth quarter of 2001 were $4.4 million compared with $3.8 million a year ago and amortization of intangibles increased as a result of recording goodwill of approximately $20.4 million in the transaction.

For the year ended December 31, 2001, total noninterest expenses were $135.8 million, compared with $124.8 million the year before. Salaries and employee benefits increased $10.3 million from the 2000 level. The inclusion of MBT amounted to $4.9 million of the increase. Also, incentive accruals for the year were $2.2 million higher in 2001 than 2000. In addition, a $1.3 million pension curtailment gain taken in the first quarter of 2000 upon the merger of the Vermont National and Chittenden Bank pension plans reduced expenses for the previous year. Net occupancy and amortization expenses increased $1.5 million and $862,000, respectively as a result of the inclusion of MBT in the 2001 amounts.

During the first quarter of 2000 the Company recorded a pre-tax loss of $833,000 on the sale of the final Vermont National branch required to be divested as a condition of regulatory approval of the VFSC acquisition. After income taxes, the net loss recorded in the first quarter of 2000 as a result of the divestiture was $792,000. Included in the divestiture were $27.1 million in deposits and $3.9 million in loans. The magnitude of the after-tax loss compared to the pretax loss is caused by the non-deductibility for income tax purposes of the goodwill allocation. Including the loss on the sale of the branch, and the associated goodwill allocation, net income for the year ended December 31, 2000 was $58.7 million, or $1.72 per diluted share.

The return on average equity was 15.92% for the fourth quarter of 2001, compared with 17.49% in the same quarter of 2000. For the year ended December 31, 2001, the return on average equity was 16.55%, compared with 17.44% in 2000. The decline in ROE for the quarter and the year 2001 has been a result of higher levels of unrealized gains in the investment portfolio. Unrealized gains (after tax) averaged approximately $14.5 million for the fourth quarter and $7.7 million for the year 2001 versus average unrealized losses of approximately $3.3 million for the quarter and $6.9 million for the year ended December 31, 2000. Excluding the unrealized gains (losses) in the investment portfolio, the return on average equity would have been 16.57% for the fourth quarter 2001 compared with 17.28% for 2000. For the year, the return on average equity would have been 16.92% for 2001 compared to 17.09% a year ago.

The return on average assets for the fourth quarter of 2001 was 1.44%, down from 1.58% for the fourth quarter of 2000. For the year ended December 31, 2001, the return on average assets was 1.51%, compared with 1.56% for 2000. The decline in ROA for the quarter and the year was primarily due to the inclusion of MBT and the excess liquidity. Excluding the effect of the excess liquidity, the return on average assets for the fourth quarter 2001 and the full year would have been 1.49% and 1.53%, respectively.

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Kirk W. Walters, Executive Vice President and Chief Financial Officer of Chittenden Corporation, will host a conference call to discuss these earnings results at 10:30 a.m. eastern time on January 17, 2002. Interested parties may access the conference call by calling 877-692-2137 or 973-872-3100 in

the New York City area. Participants are asked to call in a few minutes prior to the call in order to register for the event.

Internet access to the call is also available (listen only) by going to the Shareholders’ Resource section of the Company’s website at https://www.chittenden.com/corp.php. A replay of the call will be available through January 22, 2002, by calling 877-519-4471 or 973-341-3080 in the New York City area (pin number is 3057026) or by going to the chittenden.com website.

The Company may answer one or more questions concerning business and financial developments and trends and other business and financial matters affecting the Company, some of the responses to which may contain information that has not previously been disclosed.

Chittenden is a bank holding company with total assets of $4.2 billion at December 31, 2001. Its subsidiary banks are Chittenden Bank, The Bank of Western Massachusetts, Flagship Bank and Trust Company, and Maine Bank & Trust Company. Chittenden Bank also operates under the names First Savings of New Hampshire and Mortgage Service Center, and it owns The Pomerleau Agency, and Chittenden Securities, Inc. The Company offers a broad range of financial products and services, including deposit accounts and services; consumer, commercial, and public sector loans; insurance; brokerage; and investment and trust services to individuals, businesses, and the public sector. To find out more about Chittenden and its products, visit our web site at www.chittenden.com. Chittenden Corporation news releases, including earnings announcements, are available via fax by calling 800-758-5804. The six-digit code is 124292.

CHITTENDEN CORPORATION
SELECTED FINANCIAL DATA
(Unaudited)
(In Thousands, except for ratios, shares and per share amounts)
Period End Balance Sheet Data		12/31/01			9/30/01			6/30/01			12/31/00
Cash and Cash Equivalents	$	308,023		$	278,006		$	228,073		$	178,621
Securities Available For Sale		826,495			647,490			571,025			585,281
FHLB Stock		13,613			13,613			13,613			12,311
Loans Held For Sale		50,208			33,220			34,327			44,950
Loans:
Commercial		559,752			632,553			632,768			515,926
Municipal		85,479			108,491			62,535			83,566
Real Estate:
Residential		855,561			962,420			997,019			1,024,174
Commercial		903,819			799,999			785,223			723,339
Construction		79,801			66,053			52,772			57,701
Total Real Estate		1,839,181			1,828,472			1,835,014			1,805,214
Consumer		353,765			384,865			405,185			451,392
Total Loans		2,838,177			2,954,381			2,935,502			2,856,098
Less: Allowance for Possible Loan Losses		(45,268	)		(45,261	)		(44,541	)		(40,255	)
Net Loans		2,792,909			2,909,120			2,890,961			2,815,843
Other Real Estate Owned		703			298			625			513
Goodwill		33,348			34,203			35,058			15,721
Other Assets		128,415			119,341			124,347			116,621
Total Assets	$	4,153,714		$	4,035,291		$	3,898,029		$	3,769,861
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits:
Demand	$	620,828		$	575,821		$	567,788		$	530,975
Savings		346,974			343,722			338,093			302,122
NOW and Money Market Accounts		1,870,835			1,800,877			1,706,291			1,632,105
Certificates of Deposit less than $100,000 and Other Time Deposits		634,992			634,815			644,701			615,336
Certificates of Deposit $100,000 and Over		196,217			206,401			195,832			211,869
Total Deposits		3,669,846			3,561,636			3,452,705			3,292,407
Short-Term Borrowings		44,409			45,415			45,422			93,757
Accrued Expenses and Other Liabilities		68,805			62,792			50,969			41,631
Total Liabilities		3,783,060			3,669,843			3,549,096			3,427,795
Total Stockholders’ Equity		370,654			365,448			348,933			342,066
Total Liabilities and Stockholders’ Equity	$	4,153,714		$	4,035,291		$	3,898,029		$	3,769,861
Book Value per Common Share	$	11.56		$	11.41		$	10.88		$	10.49
Common Shares Outstanding		32,070,446			32,025,220			32,061,910			32,621,355
Credit Quality Data
Nonperforming Assets (including OREO)	$	13,077		$	14,958		$	13,314		$	11,889
90 days past due and still accruing		4,583			3,400			3,082			4,595
Total	$	17,660		$	18,358		$	16,396		$	16,484
Nonperforming Assets to Loans Plus OREO		0.46	%		0.50	%		0.45	%		0.42	%
Allowance to Loans		1.59	%		1.53	%		1.52	%		1.41	%
Allowance to Nonperforming Loans (excluding OREO)		365.83	%		308.74	%		351.02	%		353.86	%
QTD Average Balance Sheet Data
Loans, Net	$	2,854,543		$	2,951,718		$	2,891,964		$	2,879,986
Earning Assets		3,855,444			3,700,113			3,567,430			3,543,882
Total Assets		4,091,763			3,937,682			3,796,249			3,751,586
Deposits		3,610,085			3,482,122			3,341,300			3,256,504
Stockholders’ Equity		370,032			355,764			345,566			338,316

CHITTENDEN CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In Thousands, except for ratios, shares and per share amounts)

	For the Three Months Ended December 31,						For the Twelve Months Ended December 31,
		2001			2000				2001			2000
Interest Income:
Interest on Loans	$	51,091		$	62,337			$	223,661		$	246,683
Interest on Investments		12,561			9,976				42,836			41,419
Total Interest Income		63,652			72,313				266,497			288,102
Interest Expense:
Deposits		19,098			28,939				93,046			107,386
Short-term Borrowings		687			2,090				3,146			13,644
Total Interest Expense		19,785			31,029				96,192			121,030
Net Interest Income		43,867			41,284				170,305			167,072
Provision for Possible Loan Losses		2,025			2,175				8,041			8,700
Net Interest Income after Provision
for Possible Loan Losses		41,842			39,109				162,264			158,372
Noninterest Income:
Investment Management and Trust Income		4,163			3,467				15,722			13,567
Service Charges on Deposit Accounts		3,670			3,485				14,294			13,875
Mortgage Servicing Income		749			992				3,564			4,079
Gains on Sales of Loans, Net		2,406			833				11,207			2,818
Credit Card Income, Net		923			1,364				3,964			5,349
Insurance Commissions, Net		697			651				3,391			2,894
Other		3,035			2,166				11,591			10,527
Total Noninterest Income		15,643			12,958				63,733			53,109
Noninterest Expense:
Salaries and Employee Benefits		19,167			16,059				74,851			64,571
Net Occupancy Expense		4,441			3,849				17,744			16,213
Other Real Estate Owned, Net		18			67				86			48
Amortization of Intangibles		855			520				2,963			2,101
Special Charges		—			—				—			833
Other		10,246			10,790				40,116			40,995
Total Noninterest Expense		34,727			31,285				135,760			124,761
Income Before Income Taxes		22,758			20,782				90,237			86,720
Income Tax Expense		7,906			5,905				31,736			28,033
Net Income	$	14,852		$	14,877			$	58,501		$	58,687
Weighted Average Common Shares Outstanding		32,039,223			32,789,048				32,163,734			33,760,531
Weighted Average Common and
Common Equivalent Shares Outstanding		32,420,335			33,041,273				32,547,029			34,100,113
Earnings Per Share, Basic	$	0.46		$	0.45			$	1.82		$	1.74
Earnings Per Share, Diluted		0.46			0.45				1.80			1.72
Dividends Per Share		0.19			0.19				0.76			0.75
Operating Net Income	$	14,852		$	14,877			$	58,501		$	59,479
Operating Earnings Per Share, Basic		0.46			0.45				1.82			1.76
Operating Earnings Per Share, Diluted		0.46			0.45				1.80			1.74
Return on Average Equity (1)		15.92	%		17.49	%			16.55	%		17.44	%
Return on Average Assets (1)		1.44	%		1.58	%			1.51	%		1.56	%
Net Yield on Earning Assets		4.59	%		4.70	%			4.74	%		4.73	%
(1) Returns on Average Equity and Assets are on an operating basis in 2000.

CHITTENDEN CORPORATION Consolidated Statements of Income (Unaudited) ($ in thousands)
		QTR	QTR	QTR	QTR	QTR
		12/31/00	03/31/01	06/30/01	09/30/01	12/31/01
Interest Income:
	Interest on Loans	$62,337	$58,108	$57,955	$56,507	$51,091
	Interest on Investments	9,976	10,031	9,931	10,313	12,561
Total Interest Income		72,313	68,139	67,886	66,820	63,652
Interest Expense:
	Deposits	28,939	26,970	24,430	22,548	19,098
	Short-term Borrowings	2,090	993	772	694	687
Total Interest Expense		31,029	27,963	25,202	23,242	19,785
Net Interest Income		41,284	40,176	42,684	43,578	43,867
Provision for Possible Loan Losses		2,175	1,950	2,041	2,025	2,025
Net Interest Income after Provision
	for Possible Loan Losses	39,109	38,226	40,643	41,553	41,842
Noninterest Income:
	Investment Management and Trust Income	3,467	3,376	3,849	4,334	4,163
	Service Charges on Deposit Accounts	3,485	3,349	3,705	3,570	3,670
	Mortgage Servicing Income	992	978	944	893	749
	Gains on Sales of Loans, Net	833	4,940	1,945	1,916	2,406
	Credit Card Income, Net	1,364	1,000	1,114	927	923
	Insurance Commissions, Net	651	894	834	966	697
	Other	2,166	2,429	2,799	3,328	3,035
Total Noninterest Income		12,958	16,966	15,190	15,934	15,643
Noninterest Expense:
	Salaries and Employee Benefits	16,059	17,785	18,452	19,447	19,167
	Net Occupancy Expense	3,849	4,735	4,260	4,308	4,441
	Other Real Estate Owned, Expense, Net	67	39	8	21	18
	Amortization of Intangibles	520	512	741	855	855
	Other	10,790	9,644	10,111	10,115	10,246
Total Noninterest Expense		31,285	32,715	33,572	34,746	34,727
Income Before Income Taxes		20,782	22,477	22,261	22,741	22,758
Income Tax Expense		5,905	7,965	7,935	7,930	7,906
Net Income		$14,877	$14,512	$14,326	$14,811	$14,852

CHITTENDEN CORPORATION
CONSOLIDATED BALANCE SHEETS (Unaudited)
($ in thousands)
		12/31/00			03/31/01			06/30/01			09/30/01			12/31/01
ASSETS
Cash and Cash Equivalents	$	178,621		$	192,047		$	228,073		$	278,006		$	308,023
Securities Available For Sale		597,592			559,918			584,638			661,103			840,108
Loans Held For Sale		44,950			25,422			34,327			33,220			50,208
Loans:
Commercial		515,926			535,518			632,768			632,553			559,752
Municipal		83,566			93,848			62,535			108,491			85,479
Real Estate:
Residential		1,024,174			987,142			997,019			962,420			855,561
Commercial		723,339			703,336			785,223			799,999			903,819
Construction		57,701			52,814			52,772			66,053			79,801
Total Real Estate		1,805,214			1,743,292			1,835,014			1,828,472			1,839,181
Consumer		451,392			429,588			405,185			384,865			353,765
Total Loans		2,856,098			2,802,246			2,935,502			2,954,381			2,838,177
Less: Allowance for Possible Loan Losses		(40,255	)		(39,546	)		(44,541	)		(45,261	)		(45,268	)
Net Loans		2,815,843			2,762,700			2,890,961			2,909,120			2,792,909
Other Real Estate Owned		513			328			625			298			703
Other Assets		116,621			117,072			124,347			119,341			128,415
Goodwill		15,721			15,210			35,058			34,203			33,348
Total Assets	$	3,769,861		$	3,672,697		$	3,898,029		$	4,035,291		$	4,153,714

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Deposits:
Demand	$   530,975	$   481,119	$   567,788	$   575,821	$   620,828
Savings	302,122	304,131	338,093	343,722	346,974
Now and Money Market Deposits	1,632,105	1,597,920	1,706,291	1,800,877	1,870,835
Time Deposits less than $100,000	615,336	617,988	644,701	634,815	634,992
Time Deposits $100,000 and over	211,869	222,097	195,832	206,401	196,217
Total Deposits	3,292,407	3,223,255	3,452,705	3,561,636	3,669,846
Short-Term Borrowings	93,757	45,425	45,422	45,415	44,409
Accrued Expenses and Other Liabilities	41,631	58,641	50,969	62,792	68,805
Total Liabilities	3,427,795	3,327,321	3,549,096	3,669,843	3,783,060
Total Stockholders’ Equity	342,066	345,376	348,933	365,448	370,654
Total Liabilities and Stockholders’ Equity	$3,769,861	$3,672,697	$3,898,029	$4,035,291	$4,153,714

CHITTENDEN CORPORATION
Selected Financial Data (Unaudited) *		QTD			QTD			QTD			QTD			QTD			YTD
($ in thousands, except share and per share data)		12/31/2000			3/31/2001			6/30/2001			9/30/2001			12/31/2001			12/31/2001
Book Value per Common Share	$	10.49		$	10.73		$	10.88		$	11.41		$	11.56		$	11.56
Tangible Book Value Per Share		10.00			10.26			9.79			10.34			10.52			10.52
Common Shares Outstanding		32,621,355			32,178,013			32,061,910			32,025,220			32,070,446			32,070,446
CREDIT QUALITY
Nonperforming assets		11,889			11,888			13,314			14,958			13,077
90 Days past due and still accruing		4,595			4,318			3,082			3,400			4,583
Total Nonperforming assets plus 90 days		16,484			16,206			16,396			18,358			17,660
Nonperforming assets to loans plus OREO		0.42	%		0.42	%		0.45	%		0.50	%		0.46	%
Allowance to Loans		1.41	%		1.41	%		1.52	%		1.53	%		1.59	%
Allowance to Nonperforming (excluding OREO)		353.86	%		342.09	%		351.02	%		308.74	%		365.83	%
Average Balance Sheet
Loans, Net		2,879,986			2,791,707			2,891,964			2,951,718			2,854,543			2,871,899
Earning Assets		3,543,882			3,453,851			3,567,430			3,700,113			3,855,444			3,644,298
Total Assets		3,751,586			3,658,274			3,796,249			3,937,682			4,091,763			3,871,017
Deposits		3,256,504			3,193,635			3,341,300			3,482,122			3,610,085			3,407,439
Stockholders’ Equity		338,316			343,077			345,566			355,764			370,032			353,529
Earnings Per Share, Basic		0.45			0.45			0.45			0.46			0.46			1.82
Earnings Per Share, Diluted		0.45			0.44			0.44			0.46			0.46			1.80
Dividends Per Share		0.19			0.19			0.19			0.19			0.19			0.76
Operating Net Income		14,877			14,512			14,326			14,811			14,852
Operating Earnings Per Share, Basic		0.45			0.45			0.45			0.46			0.46
Operating Earnings Per Share, Diluted		0.45			0.44			0.44			0.46			0.46
Weighted Average Common Shares Outstanding		32,789,048			32,448,558			32,123,233			32,047,482			32,039,223			32,163,734
Weighted Average Common and Common
Equivalent Shares Outstanding		33,041,273			32,795,994			32,490,203			32,442,906			32,420,335			32,547,029
Operating Return on Average Equity		17.49	%		17.15	%		16.63	%		16.52	%		15.92	%		16.55	%
Operating Return on Average Assets		1.58	%		1.61	%		1.51	%		1.49	%		1.44	%		1.51	%
Net Yield on Earning Assets		4.70	%		4.78	%		4.87	%		4.76	%		4.59	%		4.74	%