Filed by Chittenden Corporation Pursuant to Rule 425

under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Merrill Merchants Bancshares, Inc.

Commission File No.: 000-24715

This filing relates to the proposed acquisition of Merrill Merchants Bancshares, Inc. (“Merrill”) by Chittenden Corporation (“Chittenden”), as announced by the parties on January 19, 2007. The following is an investor package, dated January 19, 2007, regarding the acquisition and certain related matters.

Chittenden

Corporation

announces

the

acquisition

of

Merrill

Merchants

Bancshares,

Inc.

January

19,

2007

Profile

Data as of December 31, 2006

(dollars in thousands)

General

Holding Company

Merrill Merchants Bancshares, Inc.

Bank

Merrill Merchants Bank

Headquarters

Bangor, Maine

Established

1992

Number of Branches

11

Transaction Value

$111.4 million

Consideration

60% Stock / 40% Cash

Financial Data

12/31/06

12/31/05

12/31/04

Net Income

$6,295

$5,738

$4,907

Return on Equity

17.32%

17.59%

16.06%

Return on Assets

1.45%

1.47%

1.36%

Net Interest Margin

4.13%

4.25%

4.04%

% of Nonint

Income to Total Income

24.36%

24.82%

26.65%

Net Charge-offs/ Avg

Loans

0.07%

0.06%

0.05%

Efficiency Ratio

56.63%

57.37%

59.29%

Loan Loss Reserves

1.21%

1.28%

1.37%

Leverage Ratio

8.42%

8.30%

8.26%

NPAs/Total Assets

0.32%

0.10%

0.44%

Greater Bangor Market

•

Combined population of Penobscot County is 147,068

•

60,820 households

•

Median household income is $37,650

•

Median age is 37

•

21% of population holds a bachelor’s degree or higher

•

The Healthcare and Retail Trade Industries employ over

50% of the area’s workforce

•

Bangor was once again selected as a “5-Star Quality of

Life Metro”

by Expansion Management Magazine in May

2006

•

Bangor’s “Blue Ribbon”

School System has the largest

accredited high school in Maine, where students score

extremely high on standardized tests and have high

college acceptance rates

•

The Bangor Public Library serves as the Area Research

and Reference Center for Northern and Eastern Maine.

The Library has one of the highest per capita

circulation rates in the United States

•

St. Joseph Hospital and Eastern Maine Medical Center

provide comprehensive primary-care hospital services

as well as specialty and intensive services to the

Greater Bangor Market and the northern two-thirds of

the state.

•

Bangor is the cultural center for Northern Maine,

offering The Maine Discovery (Children’s) Museum,

The University of Maine Art Museum, The Bangor

Museum and Center for History and the oldest

continuously operating community orchestra in the

United States

Balance Sheet Highlights

December 31, 2006

Merrill Merchants

Pro Forma

Combined

Assets

$6,432

$449

$6,881

Investments

1,151

87

1,237

Loans

4,697

339

5,036

Deposits

5,479

360

5,839

Equity

671

39

710

Goodwill

216

0

216

CDI

15

0

15

Tangible Capital Ratio

7.10%

8.50%

7.19%

Book Value per share

14.79

10.89

14.51

Tangible BV per share

9.70

10.73

9.78

* No purchase accounting adjustments have been included in these highlights

Chittenden

Corporation

Bancshares, Inc.

($ in millions,except per share amounts)

Balanced Loan Portfolio

at December 31, 2006

(in millions)

% of

% of

% of

Total

Total

Total

Commercial

$1,443

31%

$73

21%

$1,516

30%

Commercial RE

1,943

41%

114

34%

2,057

41%

Residential RE

751

16%

125

37%

876

17%

Consumer

560

12%

27

8%

587

12%

Total Loans

$4,697

100%

$339

100%

$5,036

100%

Pro forma

Combined

Chittenden

Corporation

Merrill Merchants

Bancshares, Inc.

Diversified Sources of Funding

at December 31, 2006

(in millions)

% of

% of

% of

Total

Total

Total

Demand & NOW

$1,828

32%

$105

26%

$1,933

32%

Savings & MM

2,124

37%

101

25%

2,225

37%

CDs under $100,000

849

15%

76

19%

925

15%

CDs over $100,000

678

12%

78

19%

756

12%

Borrowings

210

4%

45

11%

255

4%

Total Funding

$5,689

100%

$405

100%

$6,094

100%

Pro Forma

Combined

Chittenden

Corporation

Merrill Merchants

Bancshares, Inc.

Chittenden Corporation

Pro Forma Assets by State

at December 31, 2006

Vermont

42%

Massachusetts

22%

New Hampshire

19%

Maine*

17%

Total Funding

100%

*Includes Merrill Merchants Bancshares, Inc. assets as of 12/31/06

12/31/2006

Vermont

Massachusetts

New Hampshire

Maine

This

presentation

contains

“forward-looking

statements”

which

describe

future

plans

and

strategic

initiatives.

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

for

the

merger

in

a

timely

manner

or

at

all;

(2)

disruptions

to

the

parties’

businesses

as

a

result

of

the

announcement and pendency

of the merger; (3) costs or difficulties related to the integration of the businesses following

the merger; (4) changes in general, national or regional economic conditions; (5) changes in loan default and charge-off

rates;

(6)

changes

in

interest

rates;

(7)

competition;

and

(8)

such

other

risks

as

are

described

in

Chittenden’s

filings

with

the

Securities

and

Exchange

Commission,

including

Chittenden’s

Annual

Report

on

Form

10-K

for

the

year

ended

December 31, 2005. Chittenden undertakes no obligation to publicly update or revise any forward-looking statement,

whether as a result of new information, future events or other changes.

In

connection

with

the

proposed

acquisition

of

Merrill

Merchants

Bancshares,

Chittenden

and

Merrill

intend

to

file

relevant

materials

with

the

Securities

and

Exchange

Commission,

including

a

registration

statement

on

Form

S-4

that

will

contain

a

proxy statement/prospectus.  INVESTORS ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE

BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHITTENDEN, MERRILL MERCHANTS BANCSHARES

AND THE MERGER.  The proxy statement/prospectus and other relevant materials (when they become available), and any

other

documents

filed

by

Chittenden

or

Merrill

with

the

SEC,

may

be

obtained

free

of

charge

at

the

SEC’s

web

site

at

www.sec.gov.  In addition, investors may obtain free copies of the documents filed with the SEC by Chittenden by

directing a written request to Chittenden Corporation, 2 Burlington Square, Burlington, Vermont 05402-0820, Attention:

General

Counsel,

and

free

copies

of

the

documents

filed

with

the

SEC

by

Merrill

by

directing

a

written

request

to

Merrill

Merchants Bancshares, Inc., 201 Main Street, Bangor, Maine 04401, Attention: Secretary.

Chittenden, Merrill and their respective executive officers and directors may be deemed to be participants in the

solicitation of proxies from the shareholders of Merrill in connection with the merger. Information about the directors and

executive officers of Chittenden and Merrill and information about any other persons who may be deemed participants in

this

transaction

will

be

included

in

the

proxy

statement/prospectus.

You

can

find

information

about

Chittenden’s

directors

and

executive

officers

in

the

proxy

statement

for

Chittenden’s

annual

meeting

of

stockholders

filed

with

the

SEC

on

March

8, 2006.  You can find information about Merrill’s directors and executive officers in the proxy statement for Merrill’s 2005

annual meeting of shareholders filed with the SEC on March 13, 2006.  You can obtain free copies of these documents

from the SEC, Chittenden or Merrill using the contact information above.

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.

Additional

Information

about

the

Merger

and

Where

to

Find

It