UNITED STATES

Power of Attorney

Know all by these presents, that the undersigned Robert A. Skiff, (the

"Reporting Person") hereby constitutes and appoints Lisa Razo, F. Sheldon

Prentice or Janet Spitler as the Reporting Person's true and lawful

attorneys-in-fact to:

(1) execute for and on behalf of the Reporting Person, in the Reporting Person's

capacity as an officer or Director of Merchants Bancshares, Inc. its subsidiary,

Merchants Bank, Forms 3, 4 and 5 in accordance with Section 16(a) of the

Securities Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the Reporting Person

which may be necessary or desirable to complete and execute any such Form 3, 4

or 5 and timely file such form with the United States Securities and Exchange

Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,

and in the best interest of, or legally required by, the Reporting Person.

The Reporting Person hereby grants to each such attorney-in-fact full power and

authority to do and perform any and every act and thing whatsoever requisite,

necessary, or proper to be done in the exercise of any of the rights and powers

herein granted, as fully to all intents and purposes as the Reporting Person

might or could do if personally present, with full power of substitution or

revocation, hereby ratifying and confirming all that such attorney-in-fact, or

such attorney-in-facts substitute or substitutes, shall lawfully do or cause to

be done by the virtue of this power of attorney and the rights and powers herein

granted. The Reporting Person acknowledges that the foregoing attorneys-in-fact,

in serving in such capacity at the request of the Reporting Person, are not

assuming, nor is the company assuming any of the Reporting Persons'

responsibilities to comply with Section 16 of the Securities Exchange Act of

1934.

This Power of attorney shall remain in full force and effect until the Reporting

Person is no longer required to file Forms 3, 4 and 5 with respect to the

Reporting Persons' holdings of and transactions in securities issued by the

Company, unless earlier revoked by the Reporting Person in a signed writing

delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the Reporting Person has caused this Power of Attorney to be

executed as of this 17th day of April, 2008.

/s/Robert A. Skiff

ROBERT A. SKIFF

Signature


3 (a)	(b)	SEC USE ONLY	(c)	(d)	(e)	(f)	(g)
Title of the Class of Securities To Be Sold	Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities	Broker-Dealer File Number	Number of Shares or Other Units To Be Sold (See instr. 3(c))	Aggregate Market Value (See instr. 3(d))	Number of Shares or Other Units Outstanding (See instr. 3(e))	Approximate Date of Sale (See instr. 3(f)) (MO. DAY YR.)	Name of Each Securities Exchange (See instr. 3(g))
Common Stock	Keefe, Bruyette & Woods 787 7th Ave., 4th Floor New York, NY 10019		750	$18,008	6,131,175	09/01/2009	NASDAQ


INSTRUCTIONS:			3.	(a)	Title of the class of securities to be sold
1.	(a)	Name of issuer		(b)	Name and address of each broker through whom the securities are intended
	(b)	Issuer's I.R.S. Identification Number			to be sold
	(c)	Issuer's S.E.C. file number, if any		(c)	Number of shares or other units to be sold (if debt securities, give the aggregate
	(d)	Issuer's address, including zip code			face amount)
	(e)	Issuer's telephone number, including area code		(d)	Aggregate market value of the securities to be sold as of a specified date within 10
					days prior to the filing of this notice
2.	(a)	Name of person for whose account the securities are to be sold		(e)	Number of shares or other units of the class outstanding, or if debt securities the face
	(b)	Such person's relationship to the issuer (e.g., officer, director,			amount thereof outstanding, as shown by the most recent report or statement
		10% stockholder, or member of immediate family of any of the			published by the issuer
		foregoing)		(f)	Approximate date on which the securities are to be sold
	(c)	Such person's address, including zip code		(g)	Name of each securities exchange, if any, on which the securities are intended to be sold


Title of the Class	Date you Acquired		Nature of Acquisition Transaction	Name of Person from Whom Acquired (If gift, also give date donor acquired)	Amount of Securities Acquired	Date of Payment	Nature of Payment
Common Stock	1/27/2009		Deferred Compensation Plan Distribution	Stock Market	2,576	1/27/2009	Deferred Compensation Plan Distribution
INSTRUCTIONS:		If the securities were purchased and full payment therefore was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.


TABLE II -- SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
Name and Address of Seller	Title of Securities Sold		Date of Sale	Amount of Securities Sold	Gross Proceeds

REMARKS:
The Reporting Person intends to sell 750 shares of Merchants Bancshares, Inc. Common Stock on 9/1/2009, contingent upon a sale price between $23.00 and $24.00 per share.
INSTRUCTIONS:		ATTENTION:
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all personswhose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.		The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.

August 31, 2009		/s/ Lisa A. Razo, P.O.A. for Robert A. Skiff
DATE OF NOTICE		(SIGNATURE)


DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION IF RELYING IB RULE 10B5-1		The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.