<PAGE>

                                                                     EXHIBIT 4.3

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                             CHITTENDEN CORPORATION

                                       TO

                           ___________________________

                              THE BANK OF NEW YORK

                                     TRUSTEE

                          _____________________________

                          JUNIOR SUBORDINATED INDENTURE

                           Dated as of _________, 20__





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<PAGE>

                             CHITTENDEN CORPORATION

         Reconciliation and tie between the Trust Indenture Act of 1939
(including cross-references to provisions of Sections 310 to and including 317
which, pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended
by the Trust Reform Act of 1990, are a part of and govern the Indenture whether
or not physically contained therein) and the Junior Subordinated Indenture,
dated as of __________, 20__.

TRUST INDENTURE
ACT SECTION                                                    INDENTURE SECTION
-----------                                                    -----------------
Section 310(a)(1), (2) and (5) ..............................................6.9
  (a)(3) ...........................................................Inapplicable
  (a)(4) ...........................................................Inapplicable
  (b) .................................................................6.8, 6.10
  (c) ..............................................................Inapplicable
Section 311(a) .............................................................6.13
  (b) ......................................................................6.13
  (c) ..............................................................Inapplicable
Section 312(a) ......................................................7.1, 7.2(a)
  (b) ....................................................................7.2(b)
  (c) ....................................................................7.2(c)
Section 313(a) ...........................................................7.3(a)
  (b) ....................................................................7.3(b)
  (c) ...........................................................7.3(a), 7.3 (b)
  (d) ....................................................................7.3(c)
Section 314(a)(1), (2), (3) and (4) .........................................7.4
  (b) ..............................................................Inapplicable
  (c)(1) ....................................................................1.2
  (c)(2) ....................................................................1.2
  (c)(3) ...........................................................Inapplicable
  (d) ..............................................................Inapplicable
  (e) .......................................................................1.2
  (f) ..............................................................Inapplicable
Section 315(a) .................................................6.1(a), (c), (e)
  (b) ..........................................................6.2, 7.3(a), (b)
  (c) ....................................................................6.1(b)
  (d) ....................................................................6.1(c)
  (d)(1) ..............................................................6.1(a)(1)
  (d)(2) ..............................................................6.1(c)(2)
  (d)(3) ..............................................................6.1(c)(3)
  (e) ......................................................................5.14
Section 316(a)(1)(A) .......................................................5.12
  (a)(1)(B) ................................................................5.13
  (a)(2) ...........................................................Inapplicable
  (b) .......................................................................5.8
  (c) ....................................................................1.4(f)
Section 317(a)(1) ...........................................................5.3
  (a)(2) ....................................................................5.4
  (b) ......................................................................10.3
Section 318(a) ..............................................................1.7

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Junior Subordinated Indenture.

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----
<S>                                                                                                       <C>
ARTICLE I - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION......................................    1
    Section 1.1.    Definitions..........................................................................    1
    Section 1.2.    Compliance Certificate and Opinions..................................................    9
    Section 1.3.    Forms of Documents Delivered to Trustee..............................................   10
    Section 1.4.    Acts of Holders......................................................................   11
    Section 1.5.    Notices, Etc. to Trustee and Company.................................................   13
    Section 1.6.    Notice to Holders; Waiver............................................................   13
    Section 1.7.    Conflict with Trust Indenture Act....................................................   13
    Section 1.8.    Effect of Headings and Table of Contents.............................................   13
    Section 1.9.    Successors and Assigns...............................................................   13
    Section 1.10.   Separability Clause..................................................................   13
    Section 1.11.   Benefits of Indenture................................................................   13
    Section 1.12.   Governing Law........................................................................   14
    Section 1.13.   Non-Business Days....................................................................   14

ARTICLE II - SECURITY FORMS..............................................................................   14
    Section 2.1.    Forms Generally......................................................................   14
    Section 2.2.    Form of Face of Security.............................................................   15
    Section 2.3.    Form of Reverse of Security..........................................................   17
    Section 2.4.    Additional Provisions Required in Global Security....................................   20
    Section 2.5.    Form of Trustee's Certificate of Authentication......................................   21

ARTICLE III - THE SECURITIES.............................................................................   21
    Section 3.1.    Title and Terms......................................................................   21
    Section 3.2.    Denominations........................................................................   23
    Section 3.3.    Execution, Authentication, Delivery and Dating.......................................   23
    Section 3.4.    Temporary Securities.................................................................   25
    Section 3.5.    Registration, Transfer and Exchange..................................................   25
    Section 3.6.    Mutilated, Destroyed, Lost and Stolen Securities.....................................   27
    Section 3.7.    Payment of Interest; Interest Rights Preserved.......................................   27
    Section 3.8.    Persons Deemed Owners................................................................   29
    Section 3.9.    Cancellation.........................................................................   29
    Section 3.10.   Computation of Interest..............................................................   29
    Section 3.11.   Deferrals of Interest Payment Dates..................................................   29
    Section 3.12.   Right of Set-Off.....................................................................   30
    Section 3.13.   Agreed Tax Treatment.................................................................   30
    Section 3.14.   Shortening or Extension of Stated Maturity...........................................   31
    Section 3.15.   CUSIP Numbers........................................................................   31

ARTICLE IV - SATISFACTION AND DISCHARGE..................................................................   31
    Section 4.1.    Satisfaction and Discharge of Indenture..............................................   31
    Section 4.2.    Application of Trust Money...........................................................   32
</TABLE>

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<TABLE>
<S>                                                                                                        <C>
ARTICLE V - REMEDIES......................................................................................  32
    Section 5.1.    Events of Default.....................................................................  32
    Section 5.2.    Acceleration of Maturity; Rescission and Annulment....................................  34
    Section 5.3.    Collection of Indebtedness and Suits for Enforcement by Trustee.......................  35
    Section 5.4.    Trustee May File Proofs of Claim......................................................  36
    Section 5.5.    Trustee May Enforce Claim Without Possession of Securities............................  36
    Section 5.6.    Application of Money Collected........................................................  37
    Section 5.7.    Limitation on Suits...................................................................  37
    Section 5.8.    Unconditional Right of Holders to Receive Principal, Premium and Interest;
                    Direct Action by Holders of Capital Securities........................................  38
    Section 5.9.    Restoration of Rights and Remedies....................................................  38
    Section 5.10.   Rights and Remedies Cumulative........................................................  38
    Section 5.11.   Delay or Omission Not Waiver..........................................................  38
    Section 5.12.   Control by Holders....................................................................  38
    Section 5.13.   Waiver of Past Defaults...............................................................  39
    Section 5.14.   Undertaking for Costs.................................................................  39
    Section 5.15.   Waiver of Usury, Stay or Extension Laws...............................................  40

ARTICLE VI - THE TRUSTEE..................................................................................  40
    Section 6.1.    Certain Duties and Responsibilities...................................................  40
    Section 6.2.    Notice of Defaults....................................................................  41
    Section 6.3.    Certain Rights of Trustee.............................................................  41
    Section 6.4.    Not Responsible for Recitals or Issuance of Securities................................  43
    Section 6.5.    May Hold Securities...................................................................  43
    Section 6.6.    Money Held in Trust...................................................................  43
    Section 6.7.    Compensation and Reimbursement........................................................  43
    Section 6.8.    Disqualification; Conflicting Interests...............................................  44
    Section 6.9.    Corporate Trustee Required; Eligibility...............................................  44
    Section 6.10.   Resignation and Removal; Appointment of Successor.....................................  44
    Section 6.11.   Acceptance of Appointment by Successor................................................  46
    Section 6.12.   Merger, Conversion, Consolidation or Succession to Business...........................  47
    Section 6.13.   Preferential Collection of Claims Against Company.....................................  47
    Section 6.14.   Appointment of Authenticating Agent...................................................  47

ARTICLE VII - HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY...........................................  49
    Section 7.1.    Company to Furnish Trustee Names and Addresses of Holders.............................  49
    Section 7.2.    Preservation of Information, Communications to Holders................................  49
    Section 7.3.    Reports by Trustee....................................................................  49
    Section 7.4.    Reports by Company....................................................................  50

ARTICLE VIII - CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.......................................  50
    Section 8.1.    Company May Consolidate, Etc., Only on Certain Terms..................................  50
    Section 8.2.    Successor Corporation Substituted.....................................................  51
</TABLE>

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<TABLE>
<S>                                                                                                        <C>
ARTICLE IX - SUPPLEMENTAL INDENTURES......................................................................  51
    Section 9.1.    Supplemental Indentures without Consent of Holders....................................  51
    Section 9.2.    Supplemental Indentures with Consent of Holders.......................................  53
    Section 9.3.    Execution of Supplemental Indentures..................................................  54
    Section 9.4.    Effect of Supplemental Indentures.....................................................  54
    Section 9.5.    Conformity with Trust Indenture Act...................................................  54
    Section 9.6.    Reference in Securities to Supplemental Indentures....................................  54

ARTICLE X - COVENANTS.....................................................................................  55
    Section 10.1.   Payment of Principal, Premium and Interest............................................  55
    Section 10.2.   Maintenance of Office or Agency.......................................................  55
    Section 10.3.   Money for Security Payments to be Held in Trust.......................................  55
    Section 10.4.   Statement as to Compliance............................................................  57
    Section 10.5.   Waiver of Certain Covenants...........................................................  57
    Section 10.6.   Additional Sums.......................................................................  57
    Section 10.7.   Additional Covenants..................................................................  57
    Section 10.8.   Statement by Officer as to Default....................................................  57

ARTICLE XI - REDEMPTION OF SECURITIES.....................................................................  59
    Section 11.1.   Applicability of this Article.........................................................  59
    Section 11.2.   Election to Redeem; Notice to Trustee.................................................  59
    Section 11.3.   Selection of Securities to be Redeemed................................................  59
    Section 11.4.   Notice of Redemption..................................................................  60
    Section 11.5.   Deposit of Redemption Price...........................................................  60
    Section 11.6.   Payment of Securities Called for Redemption...........................................  60
    Section 11.7.   Right of Redemption of Securities Initially Issued to a Chittenden Capital Trust......  61

ARTICLE XII - SINKING FUNDS...............................................................................  61
    Section 12.1.   Applicability of Article..............................................................  61
    Section 12.2.   Satisfaction of Sinking Fund Payments with Securities.................................  61
    Section 12.3.   Redemption of Securities for Sinking Fund.............................................  62

ARTICLE XIII - SUBORDINATION OF SECURITIES................................................................  63
    Section 13.1.   Securities Subordinate to Senior Debt.................................................  63
    Section 13.2.   Payment Over of Proceeds Upon Dissolution, Etc........................................  63
    Section 13.3.   Prior Payment to Senior Debt Upon Acceleration of Securities..........................  64
    Section 13.4.   No Payment When Senior Debt in Default................................................  65
    Section 13.5.   Payment Permitted If No Default.......................................................  65
    Section 13.6.   Subrogation to Rights of Holders of Senior Debt.......................................  66
    Section 13.7.   Provisions Solely to Define Relative Rights...........................................  66
    Section 13.8.   Trustee to Effectuate Subordination...................................................  66
    Section 13.9.   No Waiver of Subordination Provisions.................................................  67
    Section 13.10.  Notice to Trustee.....................................................................  67
    Section 13.11.  Reliance on Judicial Order or Certificate of Liquidating Agent........................  68
    Section 13.12.  Trustee Not Fiduciary for Holders of Senior Debt......................................  68
</TABLE>

                                      iii

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<TABLE>
<S>                                                                                                        <C>
    Section 13.13.  Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights........... 68
    Section 13.14.  Article Applicable to Paying Agents.................................................... 68
    Section 13.15.  Certain Conversions or Exchanges Deemed Payment........................................ 68

ARTICLE XIV - MEETINGS OF HOLDERS OF SECURITIES............................................................ 69
    Section 14.1.   Purposes for Which Meetings May Be Called.............................................. 69
    Section 14.2.   Call, Notice and Place of Meetings..................................................... 69
    Section 14.3.   Persons Entitled to Vote at Meetings................................................... 69
    Section 14.4.   Quorum; Action......................................................................... 69
    Section 14.5.   Determination of Voting Rights; Conduct and Adjournment of Meetings.................... 70
    Section 14.6.   Counting Votes and Recording Action of Meetings........................................ 71
</TABLE>

                                       iv

<PAGE>

         JUNIOR SUBORDINATED INDENTURE, dated as of ________, 20__, between
CHITTENDEN CORPORATION, a Vermont corporation (hereinafter called the "Company")
having its principal office at Two Burlington Square, Burlington, Vermont 05401,
and THE BANK OF NEW YORK, a New York banking corporation, as Trustee
(hereinafter called the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured junior
subordinated debt securities in series (hereinafter called the "Securities") of
substantially the tenor hereinafter provided, including, without limitation,
Securities issued to evidence loans made to the Company, of the proceeds from
the issuance from time to time by one or more business trusts (each a
"Chittenden Capital Trust," and, collectively, the "Chittenden Capital Trusts")
of preferred trust interests in such Trusts (the "Capital Securities") and
common interests in such Trusts (the "Common Securities" and, collectively with
the Capital Securities, the "Trust Securities"), and to provide the terms and
conditions upon which the Securities are to be authenticated, issued and
delivered.

         All things necessary to make the Securities, when executed by the
Company and authenticated and delivered hereunder and duly issued by the Company
the valid and legally binding obligations of the Company, and to make this
Indenture a valid and legally binding agreement of the Company, in accordance
with their and its terms, have been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of
the premises and the purchase of the Securities by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of any series thereof, as follows:

         ARTICLE I - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 1.1.  Definitions.  For all purposes of this Indenture, except
         -----------   -----------
as otherwise expressly provided or unless the context otherwise requires:

                       (1)  the terms defined in this Article have the meanings
         assigned to them in this Article, and include the plural as well as the
         singular;

                       (2)  all other terms used herein which are defined in
         the Trust Indenture Act, either directly or by reference therein, have
         the meanings assigned to them therein;

                       (3)  all accounting terms not otherwise defined herein
         have the meanings assigned to them in accordance with generally
         accepted accounting principles, and the term "generally accepted
         accounting principles" with respect to any computation required or
         permitted hereunder shall mean such accounting principles which are
         generally accepted at the date or time of such computation; provided,
         however, that when two or more principles are so generally accepted, it
         shall mean that set of principles consistent with those in use by the
         Company;

<PAGE>


                       (4)  the words "herein," "hereof" and "hereunder" and
         other words of similar import refer to this Indenture as a whole and
         not to any particular Article, Section or other subdivision; and

                       (5)  the following terms have the following meanings:

         "Act" when used with respect to any Holder has the meaning specified in
Section 1.4.

         "Additional Interest" means the interest, if any, that shall accrue on
any interest on the Securities of any series the payment of which has not been
made on the applicable Interest Payment Date and which shall accrue at the rate
per annum specified or determined as specified in such Security.

         "Additional Sums" has the meaning specified in Section 10.6.

         "Additional Taxes" means the sum of any additional taxes, duties and
other governmental charges to which a Chittenden Capital Trust has become
subject from time to time as a result of a Tax Event.

         "Administrative Trustee" means, in respect of any Chittenden Capital
Trust, each Person identified as an "Administrative Trustee" or an
"Administrative Agent" in the related Trust Agreement, solely in such Person's
capacity as Administrative Trustee or an Administrative Agent, as the case may
be, of such Chittenden Capital Trust under such Trust Agreement and not in such
Person's individual capacity, or any successor administrative trustee or
successor administrative agent, as the case may be, appointed as therein
provided.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, that no Chittenden
Capital Trust to which Securities have been issued shall be deemed to be an
Affiliate of the Company. For the purposes of this definition, "control" when
used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

         "Allocable Amounts," when used with respect to any Senior Debt, means
all amounts due or to become due on such Senior Debt less, if applicable, any
amount which would have been paid to, and retained by, the holders of such
Senior Debt (whether as a result of the receipt of payments by the holders of
such Senior Debt from the Company or any other obligor thereon or from any
holders of, or trustee in respect of, other indebtedness that is subordinate and
junior in right of payment to such Senior Debt pursuant to any provision of such
indebtedness for the payment over of amounts received on account of such
indebtedness to the holders of such Senior Debt or otherwise) but for the fact
that such Senior Debt is subordinate or junior in right of payment to (or
subject to a requirement that amounts received on such Senior Debt be paid over
to obligees on) trade accounts payable or accrued liabilities arising in the
ordinary course of business.

                                       2

<PAGE>

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Board of Directors" means either the board of directors of the Company
or any committee of that board duly authorized to act hereunder.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors, or such committee of the Board of Directors or officers
of the Company to which authority to act on behalf of the Board of Directors has
been delegated, and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

         "Business Day" means any day other than (i) a Saturday or Sunday, (ii)
a day on which banking institutions in the Borough of Manhattan, The City of New
York or Burlington, Vermont are authorized or required by law or executive order
to remain closed or (iii) a day on which the Corporate Trust Office of the
Trustee, or, with respect to the Securities of a series initially issued to a
Chittenden Capital Trust, the principal office of the Property Trustee under the
related Trust Agreement, is closed for business.

         "Capital Securities" has the meaning specified in the first recital of
this Indenture.

         "Chittenden Capital Trust" shall have the meaning specified in the
first recital of this Indenture.

         "Chittenden Guarantee" means the guarantee by the Company of
distributions on the Capital Securities of a Chittenden Capital Trust to the
extent provided in the related Guarantee Agreement.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties on such date.

         "Common Securities" has the meaning specified in the first recital of
this Indenture.

         "Common Stock" means the common stock, par value $1.00 per share, of
the Company.

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

         "Company Request" and "Company Order" mean, respectively, the written
request or order signed in the name of the Company by the Chairman of the Board
of Directors, any Vice Chairman of the Board of Directors, its President or a
Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary of the Company, and delivered to the Trustee.

                                        3

<PAGE>

         "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office on the date of execution of this Indenture is located at [insert
address], Attention: Corporate Trust Department.

         "Corporation" includes a corporation, association, company, joint-stock
company or business trust.

         "Coupon Rate" has the meaning specified in Section 2.2.

         "Debt" means, with respect to any Person, whether recourse is to all or
a portion of the assets of such Person and whether or not contingent: (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such Person; (vi) all
indebtedness of such Person whether incurred on or prior to the date of this
Indenture or thereafter incurred, for claims in respect of derivative products,
including interest rate, foreign exchange rate and commodity forward contracts,
options and swaps and similar arrangements; and (vii) every obligation of the
type referred to in clauses (i) through (vi) of another Person and all dividends
of another Person the payment of which, in either case, such Person has
guaranteed or is responsible or liable for, directly or indirectly, as obligor
or otherwise.

         "Defaulted Interest" has the meaning specified in Section 3.7.

         "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the Company pursuant to
Section 3.1 with respect to such series (or any successor thereto).

         "Direct Action" has the meaning specified in Section 5.8.

         "Discount Security" means any security which provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.2.

         "Distributions," with respect to the Trust Securities issued by a
Chittenden Capital Trust, means amounts payable in respect of such Trust
Securities as provided in the related Trust Agreement and referred to therein as
"Distributions."

         "Dollar" or "U.S. $" means the currency of the United States of America
that, as at the time of payment, is legal tender for the payment of public and
private debts.

         "Event of Default" has the meaning specified in Article V unless
otherwise specified in the supplemental indenture or the Officer's Certificate
delivered pursuant to Section 3.1 hereof creating a series of Securities.

                                       4

<PAGE>

         "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

         "Expiration Date" has the meaning specified in Section 1.4(f).

         "Extension Period" has the meaning specified in Section 3.11.

         "Global Security" means a Security in the form prescribed in Section
2.4 evidencing all or part of a series of Securities, issued to the Depositary
or its nominee for such series, and registered in the name of such Depositary or
its nominee.

         "Guarantee Agreement" means the Guarantee Agreement substantially in
the form attached hereto as Annex A, or substantially in such form as may be
specified as contemplated by Section 3.1 with respect to the Securities of any
series, in each case as amended from time to time.

         "Holder" means a Person in whose name a Security is registered in the
Securities Register.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof or
one or more Officer's Certificates delivered pursuant to Section 3.1 and shall
include the terms of each particular series of Securities established as
contemplated by Section 3.1.

         "Interest Payment Date" means as to each series of Securities the
Stated Maturity of an installment of interest on such Securities.

         "Investment Company Act" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

         "Investment Company Event" means the receipt by the Company and the
Trust of an opinion of counsel (which may be the Company's counsel or counsel of
an Affiliate, but not an employee, and which must be reasonably acceptable to
the Property Trustee of the relevant Chittenden Capital Trust) experienced in
matters relating to investment companies, to the effect that, as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law"), there is more than
an insubstantial risk that the Trust is or will be considered an "investment
company" that is required to be registered under the Investment Company Act,
which Change in 1940 Act Law becomes effective on or after the closing date of
any series of Securities.

         "Junior Subordinated Payment" has the meaning specified in Section
13.2.

         "Maturity" when used with respect to any Security means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

                                       5

<PAGE>

         ["Moody's" means Moody's Investors Service, Inc.]

         "Notice of Default" means a written notice of the kind specified in
Section 5.1(3).

         "Officer's Certificate" means a certificate signed by the Chairman of
the Board of Directors, any Vice Chairman of the Board of Directors, the
President, a Vice President, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be reasonably acceptable to the Trustee.

         "Original Issue Date" means the date of issuance specified as such in
each Security.

         "Outstanding" means, when used in reference to any Securities, as of
the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

                  (i)   Securities theretofore canceled by the Trustee or
         delivered to the Trustee for cancellation;

                  (ii)  Securities for whose payment money in the necessary
         amount has been theretofore deposited with the Trustee or any Paying
         Agent in trust for the Holders of such Securities; and

                  (iii) Securities in substitution for or in lieu of which other
         Securities have been authenticated and delivered or which have been
         paid pursuant to Section 3.6, unless proof satisfactory to the Trustee
         is presented that any such Securities are held by Holders in whose
         hands such Securities are valid, binding and legal obligations of the
         Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor. Upon the written request of the Trustee, the Company shall furnish to
the Trustee promptly an Officer's Certificate listing and identifying all
Securities, if any, known by the Company to be owned or held by or for the
account of the Company, or any other obligor on the Securities or any Affiliate
of the Company or such obligor, and, subject to the provisions of Section 6.1,
the Trustee shall be entitled to accept such Officer's Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Securities not
listed therein are Outstanding for the purpose of any such determination.

                                       6

<PAGE>

         "Paying Agent" means the Trustee or any Person authorized by the
Company to pay the principal of or interest on any Securities on behalf of the
Company.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association or government or any agency
or political subdivision thereof, or any other entity of whatever nature.

         "Place of Payment" means, with respect to the Securities of any series,
the place or places where the principal of (and premium, if any) and interest on
the Securities of such series are payable pursuant to Sections 3.1 and 3.11.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any security
authenticated and delivered under Section 3.6 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

         "Proceeding" has the meaning specified in Section 13.2.

         "Property Trustee" means, in respect of any Chittenden Capital Trust,
the commercial bank or trust company identified as the "Property Trustee" in the
related Trust Agreement, solely in its capacity as Property Trustee of such
Chittenden Capital Trust under such Trust Agreement and not in its individual
capacity, or its successor in interest in such capacity, or any successor
property trustee appointed as therein provided.

         "Redemption Date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "Redemption Price," when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "Regular Record Date" for the interest payable on any Interest Payment
Date with respect to the Securities of a series means, unless otherwise provided
pursuant to Section 3.1 with respect to Securities of a series, (i) in the case
of Securities of a series represented by one or more Global Securities, the
Business Day next preceding such Interest Payment Date and (ii) in the case of
Securities of a series not represented by one or more Global Securities, the
date which is fifteen days next preceding such Interest Payment Date (whether or
not a Business Day).

          "Regulatory Capital Event" means the reasonable determination by the
Company that, as a result of (a) any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of
the United States or (b) any official administrative pronouncement or action or
judicial decision for interpreting or applying such laws or regulations, which
amendment or change is effective or such pronouncement or decision is announced
on or after the date of original issuance of the Capital Securities, there is
more than an insubstantial risk of impairment of the Company's ability to treat
the Capital Securities (or any substantial portion thereof) as Tier 1 capital
(or its then equivalent) for purposes of the capital

                                        7

<PAGE>

adequacy guidelines of the Board of Governors of the Federal Reserve System, or
any successor thereto, in effect and applicable to the Company.

         "Responsible Officer" means, with respect to the Trustee, any officer
with direct responsibility for the administration of this Indenture and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of that officer's knowledge of or
familiarity with the particular subject.

         ["S&P" means Standard & Poor's Ratings Services.]

         "Securities" or "Security" means any debt securities or debt security,
as the case may be, authenticated and delivered under this Indenture.

         "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.5.

         "Senior Debt" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company whether or
not such claim for post-petition interest is allowed in such proceeding), on
Debt of the Company, whether incurred on or prior to the date of this Indenture
or thereafter incurred, unless, in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is provided that such
obligations are not superior in right of payment to the Securities; provided,
however, that Senior Debt shall not be deemed to include (a) any Debt of the
Company which, when incurred and without respect to any election under Section
1111(b) of the Bankruptcy Reform Act of 1978, as amended, was without recourse
to the Company, (b) any Debt of the Company to any of its Subsidiaries, (c) Debt
to any employee of the Company, and (d) any Securities or any obligations in
respect of debt securities issued to any trust, or a trustee of such trust,
partnership or other entity affiliated with the Company that is a financing
entity of the Company in connection with the issuance by such financing entity
of securities that are similar to the Capital Securities.

         "Special Event" means a Tax Event, a Regulatory Capital Event or an
Investment Company Event.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.7.

         "Stated Maturity" when used with respect to any Security or any
installment of principal thereof or interest thereon means the date specified
pursuant to the terms of such Security as the date on which the principal of
such Security or such installment of interest is due and payable, in the case of
such principal, as such date may be shortened or extended as provided pursuant
to the terms of such Security and this Indenture.

         "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For purposes of this definition, "voting stock" means stock which
ordinarily has voting power for the election of directors, whether at all

                                       8

<PAGE>

times or only so long as no senior class of stock has such voting power by
reason of any contingency.

         "Tax Event" means the receipt by the Company or the Chittenden Capital
Trust of an opinion of tax counsel (which may be the Company's counsel or
counsel of an Affiliate, but not an employee, and which must be reasonably
acceptable to the Property Trustee of the relevant Chittenden Capital Trust)
experienced in such matters, to the effect that, (a) as a result of any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or (b) as a result of any
official administrative pronouncement or action or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which pronouncement, action or decision is announced on or after
the date of issuance of the Capital Securities of such Chittenden Capital Trust,
there is more than an insubstantial risk that (i) such Trust is, or will be
within 90 days of the date of such opinion, subject to United States federal
income tax with respect to income received or accrued on the corresponding
series of Securities, (ii) interest payable by the Company on such corresponding
series of Securities is not, or within 90 days of the date of such opinion, will
not be, deductible by the Company, in whole or in part, for United States
federal income tax purposes, or (iii) such Chittenden Capital Trust is, or will
be within 90 days of the date of such opinion, subject to more than a de minimis
amount of other taxes, duties or other governmental charges.

         "Trust Agreement" means the Trust Agreement substantially in the form
attached hereto as Annex B, as amended by the form of Amended and Restated Trust
Agreement substantially in the form attached hereto as Annex C, or substantially
in such form as may be specified as contemplated by Section 3.1 with respect to
the Securities of any series, in each case as amended from time to time.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbb), as amended and as in effect on the date of this
Indenture, except as provided in Section 9.5.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder and,
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

         "Trust Securities" has the meaning specified in the first recital of
this Indenture.

         "Vice President" when used with respect to the Company, means any duly
appointed vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

         Section 1.2. Compliance Certificate and Opinions. Upon any application
         ------------ ------------------------------------
or request by the Company to the Trustee to take any action under any provision
of this Indenture, the Company shall furnish to the Trustee an Officer's
Certificate stating that all conditions precedent

                                       9

<PAGE>

(including covenants, compliance with which constitutes a condition precedent),
if any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent (including covenants compliance with which
constitute a condition precedent), if any, have been complied with, except that
in the case of any such application or request as to which the furnishing of
such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the
certificates provided pursuant to Section 10.5) shall include:

                       (1)  a statement that each such individual signing such
         certificate or opinion has read such covenant or condition and the
         definitions herein relating thereto;

                       (2)  a brief statement as to the nature and scope of
         the examination or investigation undertaken by such individual upon
         which the statements or opinions contained in such certificate or
         opinion are based;

                       (3)  a statement that, in the opinion of such individual,
         such individual has made such examination or investigation as is
         necessary to enable him to express an informed opinion as to whether or
         not such covenant or condition has been complied with; and

                       (4)  a statement as to whether, in the opinion of such
         individual, such condition or covenant has been complied with.

         Section 1.3.  Forms of Documents Delivered to Trustee. In any case
         ------------  ----------------------------------------
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions, or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

                                       10

<PAGE>

         Section 1.4.  Acts of Holders.
         ------------  ----------------

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given to or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent or
proxy duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
is or are delivered to the Trustee, and, where it is hereby expressly required,
to the Company. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.1) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a Person acting in other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.

                  (c) The fact and date of the execution by any Person of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient and in
accordance with such reasonable rules as the Trustee may determine.

                  (d) The ownership of Securities shall be proved by the
Securities Register.

                  (e) Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Security.

                  (f) The Company may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of any series
entitled to give, make or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture
to be given, made or taken by Holders of Securities of such series; provided
that the Company may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a

                                       11

<PAGE>

record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be canceled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of Securities of the relevant series in
the manner set forth in Section 1.6.

         The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.2, (iii) any request to institute
proceedings referred to in Section 5.7(2) or (iv) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 1.6.

         With respect to any record date set pursuant to this Section, the party
hereto which sets such record date may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 1.6, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

         (g)  Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

                                       12

<PAGE>

         Section 1.5.   Notices, Etc. to Trustee and Company.  Any request,
         ------------   -------------------------------------
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with:

                        (1)  the Trustee by any Holder, any holder of Capital
         Securities or the Company shall be sufficient for every purpose
         hereunder if made, given, furnished or filed in writing (which may be
         via facsimile) to or with the Trustee at its Corporate Trust Office; or

                        (2)  the Company by the Trustee, any Holder or any
         holder of Capital Securities shall be sufficient for every purpose
         (except as otherwise provided in Section 5.1) hereunder if in writing
         and mailed, first class, postage prepaid, to the Company, addressed to
         it at the address of its principal office specified in the first
         paragraph of this instrument or at any other address previously
         furnished in writing to the Trustee by the Company.

         Section 1.6.   Notice to Holders; Waiver. Where this Indenture provides
         ------------   --------------------------
for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed, first
class postage prepaid, to each Holder affected by such event, at the address of
such Holder as it appears in the Securities Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

         Section 1.7.   Conflict with Trust Indenture Act. If any provision of
         ------------   ----------------------------------
this Indenture limits, qualifies or conflicts with the duties imposed by any of
Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of
Section 318(c) thereof, such imposed duties shall control.

         Section 1.8.   Effect of Headings and Table of Contents. The Article
         ------------   -----------------------------------------
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

         Section 1.9.   Successors and Assigns.  All covenants and agreements in
         ------------   -----------------------
this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

         Section 1.10.  Separability Clause.  In case any provision in this
         -------------  --------------------
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

         Section 1.11.  Benefits of Indenture. Nothing in this Indenture or in
         -------------  ----------------------
the Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors and assigns, the Holders of Senior Debt, the
Holders of the Securities and, to the extent expressly

                                       13

<PAGE>

provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.1 and 9.2, the holders of
Capital Securities, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

         Section 1.12.  Governing Law.  THIS INDENTURE AND THE SECURITIES SHALL
         -------------  --------------
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

         Section 1.13.  Non-Business Days. In any case where any Interest
         -------------  ------------------
Payment Date, Redemption Date or Stated Maturity of any Security shall not be a
Business Day, then (notwithstanding any other provision of this Indenture or the
Securities) payment of interest or principal (and premium, if any) need not be
made on such date, but may be made on the next succeeding Business Day (and no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be, until such next
succeeding Business Day except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on the Interest Payment Date or Redemption Date or at the Stated Maturity.

                          ARTICLE II - SECURITY FORMS

         Section 2.1.   Forms Generally. The Securities of each series shall be
         ------------   ----------------
in substantially the forms set forth in this Article, or in such other form or
forms as shall be established by or pursuant to a Board Resolution and set forth
in one or more indentures supplemental hereto or one or more Officer's
Certificates delivered pursuant to Section 3.1, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
may be required to comply with applicable tax laws or the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.3 with respect to the authentication and
delivery of such Securities.

         The Trustee's certificates of authentication shall be substantially in
the form set forth in this Article.

         The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods, if required by any securities
exchange on which the Securities may be listed, on a steel engraved border or
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such securities.

                                       14

<PAGE>

         Section 2.2.   Form of Face of Security.
         ------------   -------------------------

                             CHITTENDEN CORPORATION

                ___% JUNIOR SUBORDINATED DEBENTURE DUE _________

NO. REGISTERED:                                       PRINCIPAL AMOUNT:
CUSIP NO.:

         Chittenden Corporation, a corporation organized and existing under the
laws of the State of Vermont (hereinafter called the "Company," which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to ____________, or registered
assigns, the principal sum of $_____ Dollars on ______[; provided that the
Company may (i) shorten the Stated Maturity of the principal of this Security to
a date not earlier than _________, and (ii) extend the Stated Maturity of the
principal of this Security at any time on one or more occasions, subject to
certain conditions specified in Section 3.14 of the Indenture, but in no event
to a date later than ________]. The Company further promises to pay interest on
said principal sum from __________, or from the most recent Interest Payment
Date (as defined below) on which interest has been paid or duly provided for,
[specify interest period] (subject to deferral as set forth herein) in arrears
on _________ of each year commencing __________ (each, an "Interest Payment
Date"), at the rate of _____% per annum (the "Coupon Rate") until the principal
hereof shall have become due and payable, and on any overdue principal and
(without duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue interest at the Coupon Rate,
compounded [specify interest period]. The amount of interest payable for any
period shall be computed on the basis of twelve 30-day months and a 360-day
year. The amount of interest payable for any partial period shall be computed on
the basis of the number of days elapsed in a 360-day year of twelve 30-day
months. In the event that any date on which interest is payable on this Security
is not a Business Day, then payment of the interest payable on such date will be
made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on the date the payment was originally payable. A "Business
Day" shall mean any day other than (i) a Saturday or Sunday, (ii) a day on which
banking institutions in the Borough of Manhattan, The City of New York or
Burlington, Vermont are authorized or required by law or executive order to
remain closed or (iii) a day on which the Corporate Trust Office of the Trustee,
or the principal office of the Property Trustee under the Trust Agreement
(hereinafter referred to) for [name of trust] is closed for business. The
interest installment so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
installment, which shall be [insert Record Date] next preceding such Interest
Payment Date. Any such interest installment not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than

                                       15

<PAGE>

_________ days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.

         [If applicable, insert - So long as no Event of Default has occurred
and is continuing, the Company shall have the right at any time during the term
of this Security to defer payment of interest on this Security, at any time or
from time to time, for up to ________ consecutive [specify interest period]
interest payment periods with respect to each deferral period (each an
"Extension Period"), (during which Extension Periods the Company shall have the
right to make partial payments of interest on any Interest Payment Date, and at
the end of which the Company shall pay all interest then accrued and unpaid
(together with Additional Interest thereon to the extent permitted by applicable
law)); provided, however, that no Extension Period shall extend beyond the
Stated Maturity of the principal of this Security; and provided further that
during any such Extension Period, the Company shall not, and to the extent
applicable, shall not permit any Subsidiary to, (i) declare or pay any dividends
or distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of the Company's capital stock (which includes common and
preferred stock), (ii) make any payment of principal of or interest or premium,
if any, on or repay, repurchase or redeem any debt securities of the Company
(including Securities issued by the Company pursuant to the Indenture other than
the Securities represented by this certificate) that ranks pari passu with or
junior in interest to this Security or (iii) make any guarantee payments with
respect to any guarantee by the Company of the debt securities of any Subsidiary
of the Company (including Guarantee Agreements other than the Guarantee
Agreement related to the Capital Securities issued by [name of trust]) if such
guarantee ranks pari passu with or junior in interest to this Security (other
than (a) dividends or distributions in Common Stock of the Company, (b) any
declaration of a dividend in connection with the implementation of a rights
plan, or the issuance of stock under any such plan in the future or the
redemption or repurchase of any such rights pursuant thereto, (c) as a result of
an exchange or conversion of one class or series of the Company's capital stock
for another class or series of the Company's capital stock, (d) payments under
the Guarantee Agreement related to the Capital Securities issued by [name of
trust], and (e) purchases , repurchases, redemptions or other acquisitions of
shares of Common Stock in connection with any of the Company's benefit plans for
its directors, officers or employees). Prior to the termination of any such
Extension Period, the Company may further extend such Extension Period,
provided, however, that such extension does not cause such Extension Period to
exceed __ consecutive interest payment periods or to extend beyond the Stated
Maturity. Upon the termination of any such Extension Period and upon the payment
of all amounts then due, and subject to the foregoing limitation, the Company
may elect to begin a new Extension Period. No interest shall be due and payable
during an Extension Period except at the end thereof. The Company shall give the
Trustee and the Property Trustee and the Administrative Trustees of [name of
trust] notice of its election to begin any Extension Period at least _____
Business Days prior to the earlier of (i) the date on which Distributions on the
Capital Securities would be payable except for the election to begin such
Extension Period, or (ii) the date the Administrative Trustees are required to
give notice to any securities exchange or automated quotation system or to
holders of such Capital Securities of the record date or the date such
Distributions are payable, but in any event not less than _____ Business Days
prior to such record date.]

                                       16

<PAGE>

         Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the United States, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Securities Register or (ii) by wire
transfer in immediately available funds at such place and to such account as may
be designated by the Person entitled thereto as specified in the Securities
Register.

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, unsecured and will rank junior and subordinate and subject in
right of payments to the prior payment in full of all Senior Debt, and this
Security is issued subject to the provisions of the Indenture with respect
thereto. Each Holder of this Security, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee on his
behalf to take such actions as may be necessary or appropriate to effectuate the
subordination so provided and (c) appoints the Trustee his attorney-in-fact for
any and all such purposes. Each Holder hereof, by his acceptance hereof, waives
all notice of the acceptance of the subordination provisions contained herein
and in the Indenture by each holder of Senior Debt, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                        CHITTENDEN CORPORATION


                                        By:___________________________________
                                              [President or Vice President]
Attest:

_____________________________________
[Secretary or Assistant Secretary]


         Section 2.3.   Form of Reverse of Security. This Security is one of a
         ------------   ----------------------------
duly authorized issue of securities of the Company (herein called the
"Securities"), issued and to be issued in one or more series under a Junior
Subordinated Indenture, dated as of _________, 20__ (herein called the
"Indenture"), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the

                                       17

<PAGE>

respective rights, limitations of rights, duties and immunities thereunder of
the Trustee, the Company and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $___________ (or $_________ if the underwriters
purchase additional Capital Securities of Chittenden Capital Trust __ pursuant
to an overallotment option).

         All terms used in this Security that are defined in the Indenture and
in the Trust Agreement, dated as of __________, 20__, as amended (the "Trust
Agreement"), for [name of trust] among Chittenden Corporation, as Sponsor, the
Trustees named therein, and the holders from time to time of the securities of
such Trust, shall have the meanings assigned to them in the Indenture or the
Trust Agreement, as the case may be.

         [If applicable, insert--The Company may at any time, at its option, on
or after ___________, 20__, and subject to the terms and conditions of Article
XI of the Indenture], [if applicable insert--and subject to Chittenden
Corporation having received prior approval of the Board of Governors of the
Federal Reserve System (the "Federal Reserve") if then required under applicable
capital guidelines or policies of the Federal Reserve] redeem this Security [in
whole at any time] [or in part from time to time], without premium or penalty,
at a redemption price equal to [insert redemption price] to the Redemption
Date.]

         [If applicable, insert--Upon the occurrence and during the continuation
of a Special Event in respect of a [name of trust], the Company may, at its
option, at any time within 90 days of the occurrence of such Special Event
redeem this Security, [if applicable, insert--in whole but not in part], subject
to the provisions of Section 11.7 and the other provisions of Article XI of the
Indenture, at a redemption price equal to [insert redemption price] to the
Redemption Date.

         [If applicable, insert--In the event of redemption of this Security in
part only, a new Security or Securities of this series for the portion hereof
not redeemed will be issued in the name of the Holder hereof upon the
cancellation hereof.]

         The Indenture contains provisions for satisfaction and discharge of the
entire indebtedness of this Security upon compliance by the Company with certain
conditions set forth in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of modifying in any manner the rights and obligations
of the Company and of the Holders of the Securities, with the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of each series to be affected by such supplemental indenture. The
Indenture also contains provisions permitting Holders of specified percentages
in principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the

                                       18

<PAGE>

registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

         [If the Security is not a Discount Security--As provided in and subject
to the provisions of the Indenture, if an Event of Default with respect to the
Securities of this series at the time Outstanding occurs and is continuing, then
and in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of this series may declare the
principal amount of all the Securities of this series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders); provided that, in the case of the Securities of this series issued
to a Chittenden Capital Trust, if upon an Event of Default, the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of this series fails to declare the principal of all the Securities of this
series to be immediately due and payable, the holders of at least 25% in
aggregate Liquidation Amount of the Capital Securities then outstanding shall
have such right by a notice in writing to the Company and the Trustee; and upon
any such declaration the principal amount of and the accrued interest (including
any Additional Interest) on all the Securities of this series shall become
immediately due and payable; provided that the payment of principal and interest
(including any Additional Interest) on such Securities shall remain subordinated
to the extent provided in Article XIII of the Indenture. Upon payment (i) of the
amount of principal so declared due and payable and (ii) of interest on any
overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if any,
on this Security shall terminate.]

         [If the Security is a Discount Security--As provided in and subject to
the provisions of the Indenture, if an Event of Default with respect to the
Securities of this series at the time Outstanding occurs and is continuing, then
and in every such case the Trustee or the Holders of not less than such portion
of the principal amount as may be specified in the terms of this series may
declare an amount of principal of the Securities of this series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders); provided that, in the case of the Securities of this
series issued to a Chittenden Capital Trust, if upon an Event of Default, the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of this series fails to declare the principal of all the
Securities of this series to be immediately due and payable, the holders of at
least 25% in aggregate Liquidation Amount of the Capital Securities then
outstanding shall have such right by a notice in writing to the Company and the
Trustee. Such amount shall be equal to [insert formula for determining the
amount]. Upon any such declaration, such amount of the principal of and the
accrued interest (including any Additional Interest) on all the Securities of
this series shall become immediately due and payable; provided that the payment
of principal and interest (including any Additional Interest) on such Securities
shall remain subordinated to the extent provided in Article XIII of the
Indenture. Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal and overdue interest (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and interest, if any, on this Security shall terminate.]

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay

                                       19

<PAGE>

the principal of (and premium, if any) and interest on this Security at the
times, place and rate, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Securities
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company maintained under Section 10.2 of the Indenture
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees. No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         [If applicable, insert - The Securities of this series are issuable
only in registered form without coupons in denominations of minimum
denominations of $100,000 and any integral multiples of $1,000 in excess
thereof.] As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of such series of a different
authorized denomination, as requested by the Holder surrendering the same.

         The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for United States federal, state and local
tax purposes it is intended that this Security constitute indebtedness.

         THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.

         Section 2.4.   Additional Provisions Required in Global Security. Any
         ------------   --------------------------------------------------
Global Security issued hereunder shall, in addition to the provisions contained
in Sections 2.2 and 2.3, bear a legend in substantially the following form:

         "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE

                                       20

<PAGE>

DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY."

          Section 2.5. Form of Trustee's Certificate of Authentication.
          ------------ -----------------------------------------------

          This is one of the Securities referred to in the within mentioned
Indenture.

Dated:

                                              THE BANK OF NEW YORK, as Trustee


                                              By:______________________________
                                                       Authorized Officer



                          ARTICLE III - THE SECURITIES

          Section 3.1. Title and Terms. The aggregate principal amount of
          ------------ ---------------
Securities which may be authenticated and delivered under this Indenture is
unlimited. The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officer's
Certificate (such Officer's Certificate shall have the effect of a supplemental
indenture for all purposes hereunder), or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of a series:

               (a)  the title of the securities of such series, which shall
distinguish the Securities of the series from all other Securities;

               (b)  the limit, if any, upon the aggregate principal amount of
the Securities of such series which may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.6 and except for any
Securities which, pursuant to Section 3.3, are deemed never to have been
authenticated and delivered hereunder); provided, however, that the authorized
aggregate principal amount of such series may be increased above such amount by
a Board Resolution to such effect;

               (c)  the Stated Maturity or Maturities on which the principal of
the Securities of such series is payable or the method of determination thereof;

               (d)  the rate or rates, if any, at which the Securities of such
series shall bear interest, if any, the rate or rates and extent to which
Additional Interest, if any, shall be payable in respect of any Securities of
such series, the Interest Payment Dates on which such interest shall be payable,
the right, pursuant to Section 3.11 or as otherwise set forth therein, of the
Company to defer or extend an Interest Payment Date, and the Regular Record Date
for the interest payable on any Interest Payment Date or the method by which any
of the foregoing shall be determined;

                                       21

<PAGE>

               (e)  the place or places where the principal of (and premium, if
any) and interest on the Securities of such series shall be payable, the place
or places where the Securities of such series may be presented for registration
of transfer or exchange, and the place or places where notices and demands to or
upon the Company in respect of the Securities of such series may be made;

               (f)  the period or periods within or the date or dates on which,
if any, the price or prices at which and the terms and conditions upon which the
Securities of such series may be redeemed, in whole or in part, at the option of
the Company;

               (g)  the obligation or the right, if any, of the Company to
prepay, repay or purchase the Securities of such series pursuant to any sinking
fund, amortization or analogous provisions, or at the option of a Holder
thereof, and the period or periods within which, the price or prices at which,
the currency or currencies (including currency unit or units) in which and the
other terms and conditions upon which Securities of the series shall be
redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;

               (h)  the denominations in which any Securities of such series
shall be issuable, if other than denominations of $100,000 and any integral
multiples of $1,000 in excess thereof;

               (i)  if other than Dollars, the currency or currencies (including
currency unit or units) in which the principal of (and premium, if any) and
interest, if any, on the Securities of the series shall be payable, or in which
the Securities of the series shall be denominated;

               (j)  the additions, modifications or deletions, if any, in the
Events of Default or covenants of the Company set forth herein with respect to
the Securities of such series;

               (k)  if other than the principal amount thereof, the portion of
the principal amount of Securities of such series that shall be payable upon
declaration of acceleration of the Maturity thereof;

               (l)  the additions or changes, if any, to this Indenture with
respect to the Securities of such series as shall be necessary to permit or
facilitate the issuance of the Securities of such series in bearer form,
registrable or not registrable as to principal, and with or without interest
coupons;

               (m)  any index or indices used to determine the amount of
payments of principal of and premium, if any, on the Securities of such series
or the manner in which such amounts will be determined;

               (n)  whether the Securities of the series, or any portion
thereof, shall initially be issuable in the form of a temporary Global Security
representing all or such portion of the Securities of such series and provisions
for the exchange of such temporary Global Security for definitive Securities of
such series;

               (o)  if applicable, that any Securities of the series shall be
issuable in whole or in part in the form of one or more Global Securities and,
in such case, the respective Depositaries for such Global Securities, the form
of any legend or legends which shall be borne by any such

                                       22

<PAGE>

Global Security in addition to or in lieu of that set forth in Section 2.4 and
any circumstances in addition to or in lieu of those set forth in Section 3.5 in
which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in whole or in
part may be registered, in the name or names of Persons other than the
Depositary for such Global Security or a nominee thereof;

               (p)  the appointment of any Paying Agent or Agents for the
Securities of such series;

               (q)  the terms of any right to convert or exchange Securities of
such series into any other securities or property of the Company, and the
additions or changes, if any, to this Indenture with respect to the Securities
of such series to permit or facilitate such conversion or exchange;

               (r)  the form or forms of the Guarantee Agreement, Trust
Agreement and Amended and Restated Trust Agreement, if different from the forms
attached hereto as Annexes A, B and C, respectively;

               (s)  the relative degree, if any, to which the Securities of the
series shall be senior to or be subordinated to other series of Securities in
right of payment, whether such other series of Securities are Outstanding or
not; and

               (t)  any other terms of the Securities of such series (which
terms shall not be inconsistent with the provisions of this Indenture).

          All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided herein or in
or pursuant to such Board Resolution and set forth in such Officer's Certificate
or in any such indenture supplemental hereto.

          If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officer's
Certificate setting forth the terms of the series.

          The Securities shall be subordinated in right of payment to Senior
Debt as provided in Article XIII.

          Section 3.2. Denominations. The Securities of each series shall be in
          ------------ -------------
registered form without coupons and shall be issuable in minimum denominations
of $100,000 and integral multiples of $1,000 in excess thereof, unless otherwise
specified as contemplated by Section 3.1.

          Section 3.3. Execution, Authentication, Delivery and Dating. The
          ------------ ----------------------------------------------
Securities shall be executed on behalf of the Company by its President or one of
its Vice Presidents and attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile.

          Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such

                                       23

<PAGE>

individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities. At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such Securities, and
the Trustee in accordance with the Company Order(s) shall authenticate and
deliver such Securities. If the form or terms of the Securities of the series
have been established by or pursuant to one or more Board Resolutions as
permitted by Sections 2.1 and 3.1, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel
stating,

                         (1)  if the form of such Securities has been
          established by or pursuant to a Board Resolution as permitted by
          Section 2.1, that such form has been established in conformity with
          the provisions of this Indenture;

                         (2)  if the terms of such Securities have been
          established by or pursuant to a Board Resolution as permitted by
          Section 3.1, that such terms have been established in conformity with
          the provisions of this Indenture; and

                         (3)  that such Securities, when authenticated and
          delivered by the Trustee and issued by the Company in the manner and
          subject to any conditions specified in such Opinion of Counsel, will
          constitute valid and legally binding obligations of the Company
          enforceable in accordance with their terms, subject to bankruptcy,
          insolvency, fraudulent transfer, reorganization, moratorium and
          similar laws of general applicability relating to or affecting
          creditors' rights and to general equity principles.

          If such form or terms have been so established, the Trustee shall not
be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

          Notwithstanding the provisions of Section 3.1 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officer's Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

          Each Security shall be dated the date of its authentication.

          No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered

                                       24

<PAGE>

hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section
3.9, for all purposes of this Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture.

          Section 3.4. Temporary Securities. Pending the preparation of
          ------------ --------------------
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
denomination, substantially of the tenor of the definitive Securities of such
series in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities.

          If temporary Securities of any series are issued, the Company will
cause definitive Securities of such series to be prepared without unreasonable
delay. After the preparation of definitive Securities, the temporary Securities
shall be exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for that purpose
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor one or more definitive Securities
of the same series of authorized denominations having the same Original Issue
Date and Stated Maturity and having the same terms as such temporary Securities.
Until so exchanged, the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
of such series.

          Section 3.5. Registration, Transfer and Exchange. The Company shall
          ------------ -----------------------------------
cause to be kept at the Corporate Trust Office of the Trustee a register in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of transfers of Securities.
Such register is herein sometimes referred to as the "Securities Register." The
Trustee is hereby appointed "Securities Registrar" for the purpose of
registering Securities and transfers of Securities as herein provided.

          Upon surrender for registration of transfer of any Security at the
office or agency of the Company designated for that purpose the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of the same
series of any authorized denominations, of a like aggregate principal amount, of
the same Original Issue Date and Stated Maturity and having the same terms.

          At the option of the Holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of a like
aggregate principal amount, of the same Original Issue Date and Stated Maturity
and having the same terms, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

                                       25

<PAGE>

          All Securities issued upon any transfer or exchange of Securities
shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities
surrendered upon such transfer or exchange.

          Every Security presented or surrendered for transfer or exchange shall
(if so required by the Company or the Securities Registrar) be duly endorsed, or
be accompanied by a written instrument of transfer in form satisfactory to the
Company and the Securities Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing.

          No service charge shall be made to a Holder for any transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Securities.

          The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

                    (1)  Each Global Security authenticated under this Indenture
          shall be registered in the name of the Depositary designated for such
          Global Security or a nominee thereof and delivered to such Depositary
          or a nominee thereof or custodian therefor, and each such Global
          Security shall constitute a single Security for all purposes of this
          Indenture.

                    (2)  Notwithstanding any other provision in this Indenture,
          no Global Security may be exchanged in whole or in part for Securities
          registered, and no transfer of a Global Security in whole or in part
          may be registered, in the name of any Person other than the Depositary
          for such Global Security or a nominee thereof unless (A) such
          Depositary (i) has notified the Company that it is unwilling or unable
          to continue as Depositary for such Global Security or (ii) has ceased
          to be a clearing agency registered under the Exchange Act at a time
          when the Depositary is required to be so registered to act as
          depositary, in each case unless the Company has approved a successor
          Depositary within 90 days, (B) there shall have occurred and be
          continuing an Event of Default with respect to such Global Security,
          (C) the Company in its sole discretion determines that such Global
          Security will be so exchangeable or transferable or (D) there shall
          exist such circumstances, if any, in addition to or in lieu of the
          foregoing as have been specified for this purpose as contemplated by
          Section 3.1.

                    (3)  Subject to Clause (2) above, any exchange of a Global
          Security for other Securities may be made in whole or in part, and all
          Securities issued in exchange for a Global Security or any portion
          thereof shall be registered in such names as the Depositary for such
          Global Security shall direct.

                    (4)  Every Security authenticated and delivered upon
          registration of transfer of, or in exchange for or in lieu of, a
          Global Security or any portion thereof, whether pursuant to this
          Section, Section 3.4, 3.6, 9.6 or 11.6 or otherwise, shall be
          authenticated and delivered in the form of, and shall be, a Global
          Security, unless such

                                       26

<PAGE>

          Security is registered in the name of a Person other than the
          Depositary for such Global Security or a nominee thereof.

          Neither the Company nor the Trustee shall be required, pursuant to the
provisions of this Section, (a) to issue, transfer or exchange any Security of
any series during a period beginning at the opening of business 15 days before
the day of selection for redemption of Securities pursuant to Article XI and
ending at the close of business on the day of mailing of notice of redemption or
(b) to transfer or exchange any Security so selected for redemption in whole or
in part, except, in the case of any Security to be redeemed in part, any portion
thereof not to be redeemed.

          Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities. If any
          ------------ ------------------------------------------------
mutilated Security is surrendered to the Trustee together with such security or
indemnity as may be required by the Company or the Trustee to save each of them
harmless, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same issue and series of like
tenor and principal amount, having the same Original Issue Date and Stated
Maturity, and bearing a number not contemporaneously outstanding.

          If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security, and (ii) such security or indemnity as may be required by them to save
each of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon its request the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same issue and series of like tenor and principal amount, having the same
Original Issue Date and Stated Maturity as such destroyed, lost or stolen
Security, and bearing a number not contemporaneously outstanding.

          In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

          Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

          Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

          The provisions of this Section 3.6 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

          Section 3.7. Payment of Interest; Interest Rights Preserved. Interest
          ------------ ----------------------------------------------
on any Security of any series which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date, shall be paid to the Person in whose
name that Security (or one or more

                                       27

<PAGE>

Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest in respect of Securities of such series, except
that, unless otherwise provided in the Securities of such series, interest
payable on the Stated Maturity of the principal of a Security shall be paid to
the Person to whom principal is paid. The initial payment of interest on any
Security of any series which is issued between a Regular Record Date and the
related Interest Payment Date shall be payable as provided in such Security or
in the Board Resolution pursuant to Section 3.1 with respect to the related
series of Securities.

          Any interest on any Security which is payable, but is not timely paid
or duly provided for, on any Interest Payment Date for Securities of such series
(herein called "Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2) below:

                    (1)  The Company may elect to make payment of any Defaulted
          Interest to the Persons in whose names the Securities of such series
          in respect of which interest is in default (or their respective
          Predecessor Securities) are registered at the close of business on a
          Special Record Date for the payment of such Defaulted Interest, which
          shall be fixed in the following manner. The Company shall notify the
          Trustee in writing of the amount of Defaulted Interest proposed to be
          paid on each Security and the date of the proposed payment, and at the
          same time the Company shall deposit with the Trustee an amount of
          money equal to the aggregate amount proposed to be paid in respect of
          such Defaulted Interest or shall make arrangements satisfactory to the
          Trustee for such deposit prior to the date of the proposed payment,
          such money when deposited to be held in trust for the benefit of the
          Persons entitled to such Defaulted Interest as in this Clause
          provided. Thereupon, the Trustee shall fix a Special Record Date for
          the payment of such Defaulted Interest which shall be not more than 15
          days and not less than 10 days prior to the date of the proposed
          payment and not less than 10 days after the receipt by the Trustee of
          the notice of the proposed payment. The Trustee shall promptly notify
          the Company of such Special Record Date and, in the name and at the
          expense of the Company, shall cause notice of the proposed payment of
          such Defaulted Interest and the Special Record Date therefor to be
          mailed, first class, postage prepaid, to each Holder of a Security of
          such series at the address of such Holder as it appears in the
          Securities Register not less than 10 days prior to such Special Record
          Date. The Trustee may, in its discretion, in the name and at the
          expense of the Company, cause a similar notice to be published at
          least once in a newspaper, customarily published in the English
          language on each Business Day and of general circulation in Borough of
          Manhattan, The City of New York, but such publication shall not be a
          condition precedent to the establishment of such Special Record Date.
          Notice of the proposed payment of such Defaulted Interest and the
          Special Record Date therefor having been mailed as aforesaid, such
          Defaulted Interest shall be paid to the Persons in whose names the
          Securities of such series (or their respective Predecessor Securities)
          are registered on such Special Record Date and shall no longer be
          payable pursuant to the following Clause (2).

                    (2)  The Company may make payment of any Defaulted Interest
          in any other lawful manner not inconsistent with the requirements of
          any securities exchange on which the Securities of the series in
          respect of which interest is in default may be listed

                                       28

<PAGE>

          and, upon such notice as may be required by such exchange (or by the
          Trustee if the Securities are not listed), if, after notice given by
          the Company to the Trustee of the proposed payment pursuant to this
          Clause, such payment shall be deemed practicable by the Trustee.

          Subject to the foregoing provisions of this Section 3.7, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

          Section 3.8. Persons Deemed Owners. The Company, the Trustee and any
          ------------ ---------------------
agent of the Company or the Trustee may treat the Person in whose name any
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and (subject to Section 3.7) any interest on
such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

          Section 3.9. Cancellation. All Securities surrendered for payment,
          ------------ ------------
redemption, transfer or exchange shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee, and any such Securities and Securities
surrendered directly to the Trustee for any such purpose shall be promptly
canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities shall be disposed of by the Trustee in its customary manner and the
Trustee shall deliver to the Company a certificate of such destruction.

          Section 3.10. Computation of Interest. Except as otherwise specified
          ------------- -----------------------
as contemplated by Section 3.1 for Securities of any series, interest on the
Securities of each series for any period shall be computed on the basis of a
360-day year of twelve 30-day months and interest on the Securities of each
series for any partial period shall be computed on the basis of the number of
days elapsed in a 360-day year of twelve 30-day months.

          Section 3.11. Deferrals of Interest Payment Dates. If specified as
          ------------- -----------------------------------
contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a
particular series, so long as no Event of Default has occurred and is
continuing, the Company shall have the right, at any time during the term of
such series, from time to time to defer the payment of interest on such
Securities for such period or periods as may be specified as contemplated by
Section 3.1 (each, an "Extension Period") during which Extension Periods the
Company shall have the right to make partial payments of interest on any
Interest Payment Date. No Extension Period shall end on a date other than an
Interest Payment Date. At the end of any such Extension Period the Company shall
pay all interest then accrued and unpaid on the Securities (together with
Additional Interest thereon, if any, at the rate specified for the Securities of
such series to the extent permitted by applicable law); provided, however, that
no Extension Period shall extend beyond the Stated Maturity of the principal of
the Securities of such series; and provided further that during any such
Extension Period, the Company shall not, and to the extent applicable, shall not
permit any Subsidiary to, (i) declare or pay any dividends or distributions on,
or redeem, purchase, acquire

                                       29

<PAGE>

or make a liquidation payment with respect to, any of the Company's capital
stock (which includes common and preferred stock), (ii) make any payment of
principal of or interest or premium, if any, on or repay, repurchase or redeem
any debt securities of the Company (including Securities other than the
Securities of such series) that ranks pari passu with or junior in interest to
the Securities of such series or (iii) make any guarantee payments with respect
to any guarantee by the Company of the debt securities of any Subsidiary of the
Company (including Guarantee Agreements other than the Chittenden Guarantee
related to the Capital Securities issued by the Chittenden Capital Trust holding
Securities of such series) if such guarantee ranks pari passu with or junior in
interest to the Securities of such series (other than (a) dividends or
distributions in Common Stock of the Company, (b) any declaration of a dividend
in connection with the implementation of a rights plan, or the issuance of stock
under any such plan in the future or the redemption or repurchase of any such
rights pursuant thereto, (c) as a result of an exchange or conversion of one
class or series of the Company's capital stock for another class or series of
the Company's Capital Stock, (d) payments under the Chittenden Guarantee related
to the Capital Securities issued by the Chittenden Capital Trust holding
Securities of such series, and (e) purchases, repurchases, redemptions or other
acquisitions of shares of Common Stock in connection with any of the Company's
benefit plans for its directors, officers or employees). Prior to the
termination of any such Extension Period, the Company may further extend such
Extension Period; provided that such extension does not cause such Extension
Period to extend beyond the Stated Maturity of the principal of such Securities.
Upon termination of any Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due on any Interest Payment
Date, the Company may elect to begin a new Extension Period, subject to the
above requirements. No interest shall be due and payable during an Extension
Period, except at the end thereof. The Company shall give the Trustee and the
Property Trustee and the Administrative Trustees of the Chittenden Capital Trust
holding Securities of such series notice of its election of any Extension Period
(or an extension thereof) at least five Business Days prior to the earlier of
(i) the next succeeding date on which Distributions on the Capital Securities of
such Chittenden Capital Trust would be payable except for the election to begin
or extend such Extension Period or (ii) the date the Administrative Trustees of
such Chittenden Capital Trust are required to give notice to any securities
exchange or automated quotation system or to holders of such Capital Securities
of the record date or the date such Distributions are payable, but in any event
not less than five Business Days prior to such record date. The Trustee shall
promptly give notice of the Company's election to begin any such Extension
Period to the Holders of the Outstanding Securities of such series.

          Section 3.12. Right of Set-Off. Notwithstanding anything to the
          ------------- ----------------
contrary in this Indenture, the Company shall have the right to set-off any
payment it is otherwise required to make hereunder in respect of any Capital
Security to the extent the Company has heretofore made, or is currently on the
date of such payment making, a payment under the Chittenden Guarantee relating
to such Capital Security or in connection with a Direct Action pursuant to
Section 5.8 hereof.

          Section 3.13. Agreed Tax Treatment. Each Security issued hereunder
          ------------- --------------------
shall provide that the Company and, by its acceptance of a Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, such Security agree that for United States federal,
state and local tax purposes it is intended that such Security constitute
indebtedness.

                                       30

<PAGE>

         Section 3.14. Shortening or Extension of Stated Maturity. If specified
         ------------  ------------------------------------------
as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of
a particular series, the Company shall have the right to (i) shorten the Stated
Maturity of the principal of the Securities of such series at any time to any
date not earlier than the first date on which the Company has the right to
redeem the Securities of such series, and (ii) extend the Stated Maturity of the
principal of the Securities of such series at any time at its election for one
or more periods, but in no event to a date later than the 49th anniversary of
the first Interest Payment Date following the Original Issue Date of the
Securities of such series; provided that, if the Company elects to exercise its
right to extend the Stated Maturity of the principal of the Securities of such
series pursuant to clause (ii) above, at the time such election is made and at
the time of extension (A) the Company is not in bankruptcy, otherwise insolvent
or in liquidation, (B) the Company is not in default in the payment of any
interest or principal on such Securities, (C) in the case of any series of
Securities issued to a Chittenden Capital Trust, such Chittenden Capital Trust
is not in arrears on payments of Distributions on the Capital Securities issued
by such Chittenden Capital Trust and no deferred Distributions are accumulated
and (D) such Securities are rated not less than [____ by S&P or ____ by Moody's]
or the equivalent by any other nationally recognized statistical rating
organization. In the event the Company elects to shorten or extend the Stated
Maturity of the Securities of any series, it shall give notice to the Trustee,
and the Trustee shall give notice of such shortening or extension to the Holders
thereof no less than 30 and no more than 60 days prior to the effectiveness
thereof.

         Section 3.15. CUSIP Numbers. The Company in issuing the Securities may
         ------------  -------------
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company shall
promptly notify the Trustee of any change in the CUSIP numbers.

                    ARTICLE IV - SATISFACTION AND DISCHARGE

         Section 4.1.  Satisfaction and Discharge of Indenture. This Indenture
         -----------   ---------------------------------------
shall, upon Company Request, cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for and as otherwise provided in this Section 4.1) and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when

                       (1)   either:

                            (A) all Securities theretofore authenticated and
                       delivered (other than (i) Securities which have been
                       destroyed, lost or stolen and which have been replaced or
                       paid as provided in Section 3.6 and (ii) Securities for
                       whose payment money has theretofore been deposited in
                       trust or segregated and held in trust by the Company and
                       thereafter repaid to the Company or discharged from such
                       trust, as provided in Section 10.3) have been delivered
                       to the Trustee for cancellation; or

                                       31

<PAGE>

                            (B) all such Securities not theretofore delivered to
                       the Trustee for cancellation

                                (i)     have become due and payable,

                                (ii)    will become due and payable at their
                            Stated Maturity within one year of the date of
                            deposit, or

                                (iii)   are to be called for redemption within
                            one year under arrangements satisfactory to the
                            Trustee for the giving of notice of redemption by
                            the Trustee in the name, and at the expense, of the
                            Company,

         and the Company, in the case of Clause (B) (i), (ii) or (iii) above,
         has deposited or caused to be deposited with the Trustee as trust funds
         in trust for such purpose an amount in the currency or currencies in
         which the Securities of such series are payable sufficient to pay and
         discharge the entire indebtedness on such Securities not theretofore
         delivered to the Trustee for cancellation, for principal (and premium,
         if any) and interest (including any Additional Interest) to the date of
         such deposit (in the case of Securities which have become due and
         payable) or to the Stated Maturity or Redemption Date, as the case may
         be;

                       (2)  the Company has paid or caused to be paid all other
         sums payable hereunder by the Company; and

                       (3)  the Company has delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel each stating that all
         conditions precedent herein provided for relating to the satisfaction
         and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7, the obligations of
the Trustee to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 10.3 shall survive such satisfaction and discharge.

         Section 4.2.  Application of Trust Money. Subject to the provisions of
         -----------   --------------------------
the last paragraph of Section 10.3, all money deposited with the Trustee
pursuant to Section 4.1 shall be held in trust and applied by the Trustee, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for the
payment of which such money or obligations have been deposited with or received
by the Trustee.

                              ARTICLE V - REMEDIES

         Section 5.1.  Events of Default. "Event of Default," wherever used
         -----------   -----------------
herein with respect to the Securities of any series, means any one of the
following events (whatever the reason for

                                       32

<PAGE>

such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

                       (1)  default in the payment of any interest upon any
         Security of that series, including any Additional Interest in respect
         thereof, when it becomes due and payable, and continuance of such
         default for a period of 30 days (subject to the deferral of any due
         date in the case of an Extension Period); provided, however, that a
         valid extension of an interest payment period by the Company in
         accordance with the terms of any particular series of Securities
         established as contemplated by this Indenture shall not constitute a
         default in the payment of interest for this purpose;

                       (2)  default in the payment of the principal of (or
         premium, if any, on) any Security of that series at its Maturity;
         provided, however, that a valid extension of the maturity of such
         Securities in accordance with the terms of any particular series of
         Securities established as contemplated by this Indenture shall not
         constitute a default in the payment of principal or premium, if any,
         for this purpose;

                       (3) default in the performance, or breach, in any
         material respect, of any covenant or warranty of the Company in this
         Indenture (other than a covenant or warranty default in the performance
         of which or the breach of which is elsewhere in this Section 5.1
         specifically dealt with and other than those set forth exclusively in
         the terms of any particular series of Securities established as
         contemplated by this Indenture), and continuance of such default or
         breach for a period of 60 days after there has been given, by
         registered or certified mail, to the Company by the Trustee or to the
         Company and the Trustee by the Holders of at least 25% in principal
         amount of the Outstanding Securities of that series a written notice
         specifying such default or breach and requiring it to be remedied;

                       (4)  the entry of a decree or order by a court having
         jurisdiction in the premises adjudging the Company a bankrupt or
         insolvent, or approving as properly filed a petition seeking
         reorganization, arrangement, adjustment or composition of or in respect
         of the Company under any applicable federal or state bankruptcy,
         insolvency, reorganization or other similar law, or appointing a
         receiver, liquidator, assignee, trustee, sequestrator (or other similar
         official) of the Company or of any substantial part of its property or
         ordering the winding up or liquidation of its affairs, and the
         continuance of any such decree or order unstayed and in effect for a
         period of 60 consecutive days;

                       (5)  the institution by the Company of proceedings to be
         adjudicated a bankrupt or insolvent, or the consent by it to the
         institution of bankruptcy or insolvency proceedings against it, or the
         filing by it of a petition or answer or consent seeking reorganization
         or relief under any applicable federal or state bankruptcy, insolvency,
         reorganization or other similar law, or the consent by it to the filing
         of any such petition or to the appointment of a receiver, liquidator,
         assignee, trustee, sequestrator (or other similar official) of the
         Company or of any substantial part of its property, or the making by it
         of an assignment for the benefit of creditors, or the admission by it
         in writing of its inability to pay its debts generally as they become
         due and its willingness to be

                                       33

<PAGE>

         adjudicated a bankrupt, or the taking of corporate action by the
         Company in furtherance of any such action; or

                       (6)  any other Event of Default provided with respect to
         Securities of that series.

         Section 5.2. Acceleration of Maturity; Rescission and Annulment. If an
         -----------  --------------------------------------------------
Event of Default (other than an Event of Default specified in Section 5.1(4) or
5.1(5)) with respect to Securities of any series at the time Outstanding occurs
and is continuing, then and in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of that series
may declare the principal amount (or, if the Securities of that series are
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of all the Securities of that series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders); provided that, in the case of the Securities of a series
issued to a Chittenden Capital Trust, if, upon an Event of Default, the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series fail to declare the principal of all the Securities of
that series to be immediately due and payable, the holders of at least 25% in
aggregate liquidation amount of the corresponding series of Capital Securities
then outstanding shall have such right by a notice in writing to the Company and
the Trustee; and upon any such declaration such principal amount (or specified
portion thereof) of and the accrued interest (including any Additional Interest)
on all the Securities of such series shall become immediately due and payable.
Payment of principal and interest (including any Additional Interest) on such
Securities shall remain subordinated to the extent provided in Article XIII
notwithstanding that such amount shall become immediately due and payable as
herein provided. If an Event of Default specified in Section 5.1(4) or 5.1(5)
with respect to Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of that series (or, if the Securities of
that series are Discount Securities, such portion of the principal amount of
such Securities as may be specified by the terms of that series) shall
automatically, and without any declaration or other action on the part of the
Trustee or any Holder, become immediately due and payable.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:

                       (1)  the Company has paid or deposited with the Trustee a
         sum sufficient to pay:

                                    (A) all overdue installments of interest
                            (including any Additional Interest) on all
                            Securities of that series,

                                    (B) the principal of (and premium, if any,
                            on) any Securities of that series which have become
                            due otherwise than by such declaration of
                            acceleration and interest thereon at the rate borne
                            by the Securities, and

                                       34

<PAGE>
                            (C) all sums paid or advanced by the Trustee
                       hereunder and the reasonable compensation, expenses,
                       disbursements and advances of the Trustee, its agents and
                       counsel; and

                       (2)  all Events of Default with respect to Securities of
         that series, other than the non-payment of the principal of Securities
         of that series which has become due solely by such acceleration, have
         been cured or waived as provided in Section 5.13.

         In the case of Securities of a series issued to a Chittenden Capital
Trust, the holders of a majority in aggregate Liquidation Amount (as defined in
the Trust Agreement under which such Chittenden Capital Trust is formed) of the
related series of Capital Securities issued by such Chittenden Capital Trust
shall also have the right to rescind and annul such declaration and its
consequences by written notice to the Company and the Trustee subject to the
satisfaction of the conditions set forth in Clauses (1) and (2) above of this
Section 5.2.

         No such rescission shall affect any subsequent default or impair any
right consequent thereon.

         Section 5.3.  Collection of Indebtedness and Suits for Enforcement by
         ------------  -------------------------------------------------------
Trustee.  The Company covenants that if:
-------

                       (1)  default is made in the payment of any installment of
         interest (including any Additional Interest) on any Security when such
         interest becomes due and payable and such default continues for a
         period of 30 days, or

                       (2)  default is made in the payment of the principal of
         (and premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal, including any sinking fund payment or
analogous obligations (and premium, if any) and interest (including any
Additional Interest); and, in addition thereto, all amounts owing the Trustee
under Section 6.7.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities, wherever
situated.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

                                       35

<PAGE>

     Section 5.4. Trustee May File Proofs of Claim. In case of the pendency of
     ------------ ---------------------------------
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors,

          (a)  the Trustee (irrespective of whether the principal of the
Securities of any series shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal (and
premium, if any) or interest (including any Additional Interest)) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

               (i)  to file and prove a claim for the whole amount of principal
          (and premium, if any) and interest (including any Additional Interest)
          owing and unpaid in respect to the Securities and to file such other
          papers or documents as may be necessary or advisable and to take any
          and all actions as are authorized under the Trust Indenture Act in
          order to have the claims of the Holders and any predecessor to the
          Trustee under Section 6.7 allowed in any such judicial proceedings;
          and

               (ii) in particular, the Trustee shall be authorized to collect
          and receive any moneys or other property payable or deliverable on any
          such claims and to distribute the same in accordance with Section 5.6;
          and

          (b)  any custodian, receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee for
distribution in accordance with Section 5.6, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it and any predecessor Trustee under Section 6.7.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

     Section 5.5. Trustee May Enforce Claim Without Possession of Securities.
     ------------ ----------------------------------------------------------
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of all the amounts owing the Trustee and any predecessor Trustee
under Section 6.7, its agents and counsel, be for the ratable benefit of the
Holders of the Securities in respect of which such judgment has been recovered.

                                       36

<PAGE>

     Section 5.6. Application of Money Collected. Subject to Article XIII, any
     ------------ ------------------------------
money or property collected or to be applied by the Trustee with respect to a
series of Securities pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money or property on account of principal (or premium, if
any) or interest (including any Additional Interest), upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

     FIRST: To the payment of all amounts due the Trustee and any predecessor
Trustee under Section 6.7;

     SECOND: Subject to Article XIII, to the payment of the amounts then due and
unpaid upon such series of Securities for principal (and premium, if any) and
interest (including any Additional Interest), in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such series of
Securities for principal (and premium, if any) and interest (including any
Additional Interest), respectively; and

     THIRD: The balance, if any, to the Person or Persons entitled thereto.

     Section 5.7. Limitation on Suits. No Holder of any Securities of any series
     ------------ -------------------
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture or for the appointment of a receiver, assignee,
trustee, liquidator, sequestrator (or other similar official) or for any other
remedy hereunder, unless:

                  (1) such Holder has previously given written notice to the
     Trustee of a continuing Event of Default with respect to the Securities of
     that series;

                  (2) the Holders of not less than 25% in principal amount of
     the Outstanding Securities of that series shall have made written request
     to the Trustee to institute proceedings in respect of such Event of Default
     in its own name as Trustee hereunder;

                  (3) such Holder or Holders have offered to the Trustee
     reasonable indemnity satisfactory to it against the costs, expenses and
     liabilities to be incurred in compliance with such request:

                  (4) the Trustee for 60 days after its receipt of such notice,
     request and offer of indemnity has failed to institute any such proceeding;
     and

                  (5) no direction inconsistent with such written request has
     been given to the Trustee during such 60-day period by the Holders of a
     majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing itself of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Securities, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

                                       37

<PAGE>

     Section 5.8.  Unconditional Right of Holders to Receive Principal, Premium
     ------------  ------------------------------------------------------------
and Interest; Direct Action by Holders of Capital Securities. Notwithstanding
------------------------------------------------------------
any other provision in this Indenture, the Holder of any Security shall have the
right which is absolute and unconditional to receive payment of the principal of
(and premium, if any) and (subject to Section 3.7) interest (including any
Additional Interest) on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
right shall not be impaired without the consent of such Holder. In the case of
Securities of a series issued to a Chittenden Capital Trust, any holder of the
corresponding series of Capital Securities issued by such Chittenden Capital
Trust shall have the right, upon the occurrence of an Event of Default described
in Section 5.1(1) or 5.1(2), to institute a suit directly against the Company (a
"Direct Action") for enforcement of payment to such holder of principal of
(premium, if any) and (subject to Section 3.7) interest (including any
Additional Interest) on the Securities having a principal amount equal to the
aggregate Liquidation Amount (as defined in the Trust Agreement under which such
Chittenden Capital Trust is formed) of such Capital Securities of the
corresponding series held by such holder.

     Section 5.9.  Restoration of Rights and Remedies. If the Trustee, any
     ------------  ----------------------------------
Holder or any holder of Capital Securities has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee, such Holder or such holder of Capital Securities, then and in every
such case the Company, the Trustee, the Holders and such holder of Capital
Securities shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee, the Holders and the holders of Capital
Securities shall continue as though no such proceeding had been instituted.

     Section 5.10. Rights and Remedies Cumulative. Except as otherwise provided
     ------------- ------------------------------
in the last paragraph of Section 3.6, no right or remedy herein conferred upon
or reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

     Section 5.11. Delay or Omission Not Waiver. No delay or omission of the
     ------------- ----------------------------
Trustee, any Holder of any Security or any holder of any Capital Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein.

     Every right and remedy given by this Article or by law to the Trustee or to
the Holders and the right and remedy given to the holders of Capital Securities
by Section 5.8 may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee, the Holders or the holders of Capital Securities, as
the case may be.

     Section 5.12. Control by Holders. The Holders of a majority in principal
     ------------- ------------------
amount of the Outstanding Securities of any series shall have the right to
direct the time, method and place

                                       38

<PAGE>

of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series; provided that:

                   (1) such direction shall not be in conflict with any rule of
     law or with this Indenture;

                   (2) the Trustee may take any other action deemed proper by
     the Trustee which is not inconsistent with such direction; and

                   (3) subject to the provisions of Section 6.1, the Trustee
     shall have the right to decline to follow such direction if a Responsible
     Officer or Officers of the Trustee shall, in good faith, determine that the
     proceeding so directed would be unjustly prejudicial to the Holders not
     joining in any such direction or would involve the Trustee in personal
     liability.

     Section 5.13. Waiver of Past Defaults. The Holders of not less than a
     ------------- -----------------------
majority in principal amount of the Outstanding Securities of any series and, in
the case of any Securities of a series issued to a Chittenden Capital Trust, the
holders of a majority in aggregate liquidation amount of the outstanding Capital
Securities of such Chittenden Capital Trust may waive any past default hereunder
and its consequences with respect to such series except a default:

                   (1) in the payment of the principal of (or premium, if any)
     or interest (including any Additional Interest) on any Security of such
     series, or

                   (2) in respect of a covenant or provision hereof which under
     Article IX cannot be modified or amended without the consent of the Holder
     of each Outstanding Security of such series affected.

     Any such waiver shall be deemed to be on behalf of the Holders of all the
Securities of such series or, in the case of a waiver by holders of Capital
Securities issued by such Chittenden Capital Trust, by all holders of Capital
Securities issued by such Chittenden Capital Trust.

     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

     Section 5.14. Undertaking for Costs. All parties to this Indenture agree,
     ------------- ---------------------
and each Holder of any Security by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Trustee, to any suit instituted by any Holder, or
group of Holders, holding in the aggregate more than 10% in principal amount of
the Outstanding Securities of any series, or to any suit instituted by any
Holder for the enforcement of the

                                       39

<PAGE>

payment of the principal of (or premium, if any) or interest (including any
Additional Interest) on any Security on or after the respective Stated
Maturities expressed in such Security.

          Section 5.15. Waiver of Usury, Stay or Extension Laws. The Company
          ------------- ---------------------------------------
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                            ARTICLE VI - THE TRUSTEE

          Section 6.1. Certain Duties and Responsibilities.
          ------------ -----------------------------------

               (a)  Except during the continuance of an Event of Default:

                    (1)  the Trustee undertakes to perform such duties and only
          such duties as are specifically set forth in this Indenture, and no
          implied covenants or obligations shall be read into this Indenture
          against the Trustee; and

                    (2)  in the absence of bad faith on its part, the Trustee
          may conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon certificates or
          opinions furnished to the Trustee and conforming to the requirements
          of this Indenture, but in the case of any such certificates or
          opinions which by any provisions hereof are specifically required to
          be furnished to the Trustee, the Trustee shall be under a duty to
          examine the same to determine whether or not they substantially
          conform to the requirements of this Indenture (but need not confirm or
          investigate the accuracy of any mathematical calculation or other
          facts stated therein).

               (b)  In case an Event of Default has occurred and is continuing,
the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his own affairs.

               (c)  No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct except that:

                    (1)  this Subsection shall not be construed to limit the
          effect of Subsection (a) of this Section,

                    (2)  the Trustee shall not be liable for any error of
          judgment made in good faith by a Responsible Officer, unless it shall
          be proved that the Trustee was negligent in ascertaining the pertinent
          facts, and

                                       40

<PAGE>

                    (3) the Trustee shall not be liable with respect to any
          action taken or omitted to be taken by it in good faith in accordance
          with the direction of Holders pursuant to Section 5.12 relating to the
          time, method and place of conducting any proceeding for any remedy
          available to the Trustee, or exercising any trust or power conferred
          upon the Trustee, under this Indenture with respect to the Securities
          of such series.

               (d)  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

               (e)  Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section 6.1.

          Section 6.2. Notice of Defaults. Within 90 days after actual knowledge
          ------------ ------------------
by a Responsible Officer of the Trustee of the occurrence of any default
hereunder with respect to the Securities of any series, the Trustee shall
transmit by mail to all Holders of Securities of such series, as their names and
addresses appear in the Securities Register, notice of such default, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest (including any Additional Interest) on any Security of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of Securities of
such series; and provided further that, in the case of any default of the
character specified in Section 5.1(3), no such notice to Holders of Securities
of such series shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

          Section 6.3. Certain Rights of Trustee. Subject to the provisions of
          ------------ -------------------------
Section 6.1:

               (a)  the Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, Security or other paper or document (whether in its
original or facsimile form) believed by it to be genuine and to have been signed
or presented by the proper party or parties;

               (b)  any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

               (c)  whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action

                                       41

<PAGE>

hereunder, the Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of bad faith on its part, rely upon an Officer's
Certificate;

               (d)  the Trustee may consult with counsel of its own selection
and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon;

               (e)  the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity satisfactory to it
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;

               (f)  the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
indenture, Security or other paper or document, but the Trustee in its
discretion may make such inquiry or investigation into such facts or matters as
it may see fit, and, if the Trustee shall determine to make such inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney, at the expense of the
Company, and shall incur no liability of any kind by reason of such inquiry or
investigation;

               (g)  the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder;

               (h)  the Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred upon
it by this Indenture;

               (i)  the Trustee shall not be deemed to have notice of any
default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any such default or Event
of Default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities and this Indenture;

               (j)  the rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder; and

               (k)  the Trustee may request that the Company deliver an
Officer's Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to the
Indenture, which Officer's Certificate may be signed by any person authorized to
sign an Officer's Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.

                                       42

<PAGE>

          Section 6.4. Not Responsible for Recitals or Issuance of Securities.
          ------------ ------------------------------------------------------
The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of the Securities or the proceeds thereof.

          Section 6.5. May Hold Securities. The Trustee, any Authenticating
          ------------ -------------------
Agent, any Paying Agent, any Securities Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Securities Registrar or such other agent.

          Section 6.6. Money Held in Trust. Money held by the Trustee in trust
          ------------ -------------------
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.

          Section 6.7. Compensation and Reimbursement. The Company agrees:
          ------------ ------------------------------

                    (1)  to pay to the Trustee from time to time compensation
          for all services rendered by it hereunder in such amounts as the
          Company and the Trustee shall agree in writing from time to time
          (which compensation shall not be limited by any provision of law in
          regard to the compensation of a trustee of an express trust);

                    (2)  to reimburse the Trustee upon its request for all
          reasonable expenses, disbursements and advances incurred or made by
          the Trustee in accordance with any provision of this Indenture
          (including the reasonable compensation and the reasonable expenses and
          disbursements of its agents and counsel), except any such expense,
          disbursement or advance as may be attributable to its negligence or
          bad faith; and

                    (3)  to indemnify the Trustee for, and to hold it harmless
          against, any loss, liability, claim, damage or expense (including the
          reasonable compensation and the reasonable expenses and disbursements
          of its agents and counsel) incurred without negligence or bad faith,
          arising out of or in connection with the acceptance or administration
          of this trust or the performance of its duties hereunder, including
          the reasonable costs and expenses of defending itself against any
          claim or liability in connection with the exercise or performance of
          any of its powers or duties hereunder. This indemnification shall
          survive the termination of this Agreement.

          To secure the Company's payment obligations in this Section 6.7, the
Company and the Holders agree that the Trustee shall have a lien prior to the
Securities on all money or property held or collected by the Trustee. Such lien
shall survive the satisfaction and discharge of this Indenture.

<PAGE>

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 5.1(4) or (5) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Reform Act of 1978 or any successor statute.

          Section 6.8. Disqualification; Conflicting Interests. The Trustee for
          ------------ ---------------------------------------
the Securities of any series issued hereunder shall be subject to the provisions
of Section 310(b) of the Trust Indenture Act. Nothing herein shall prevent the
Trustee from filing with the Commission the application referred to in the
second to last paragraph of said Section 301(b).

          Section 6.9. Corporate Trustee Required; Eligibility. There shall at
          ------------ ---------------------------------------
all times be a Trustee hereunder which shall be:

               (a)  a corporation organized and doing business under the laws of
the United States of America or of any State or Territory or the District of
Columbia, authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal, state, territorial or District
of Columbia authority, or

               (b)  a corporation or other Person organized and doing business
under the laws of a foreign government that is permitted to act as Trustee
pursuant to a rule, regulation or order of the Commission, authorized under such
laws to exercise corporate trust powers, and subject to supervision or
examination by authority of such foreign government or a political subdivision
thereof substantially equivalent to supervision or examination applicable to
United States institutional trustees,

in either case having a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by federal or state authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then,
for the purposes of this Section 6.9, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
6.9, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article VI. Neither the Company nor any Person directly or
indirectly controlling, controlled by or under common control with the Company
shall serve as Trustee for the Securities of any series issued hereunder.

          Section 6.10. Resignation and Removal; Appointment of Successor.
          ------------- -------------------------------------------------

               (a)  No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article VI shall become effective until
the acceptance of appointment by the successor Trustee under Section 6.11.

               (b)  The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 60 days after the giving of such notice of
resignation, the resigning Trustee may petition at the expense of the Company
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

                                       44

<PAGE>

               (c)  The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company. If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 60 days after the giving of such
notice of removal, the removed Trustee may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

               (d)  If at any time:

                    (1)  the Trustee shall fail to comply with Section 6.8 after
          written request therefor by the Company or by any Holder who has been
          a bona fide Holder of a Security for at least six months,

                    (2)  the Trustee shall cease to be eligible under Section
          6.9 and shall fail to resign after written request therefor by the
          Company or by any such Holder, or

                    (3)  the Trustee shall become incapable of acting or shall
          be adjudged bankrupt or insolvent or a receiver of the Trustee or of
          its property shall be appointed or any public officer shall take
          charge or control of the Trustee or of its property or affairs for the
          purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, acting pursuant to the authority of a
Board Resolution, may remove the Trustee with respect to all Securities, or (ii)
subject to Section 5.14, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

               (e)  If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any cause
with respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee with respect to the
Securities of that or those series. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment, become
the successor Trustee with respect to the Securities of such series and
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Security
for at least six months may, subject to Section 5.14, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

               (f)  The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by

                                       45

<PAGE>

first-class mail, postage prepaid, to the Holders of Securities of such series
as their names and addresses appear in the Securities Register. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.

     Section 6.11. Acceptance of Appointment by Successor.
     ------------- --------------------------------------

          (a)  In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

          (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts, and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.

          (c)  Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all rights, powers and trusts referred to
in paragraph (a) or (b) of this Section 6.11, as the case may be.

                                       46

<PAGE>

          (d)  No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article VI.

     Section 6.12. Merger, Conversion, Consolidation or Succession to Business.
     ------------- -----------------------------------------------------------
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder (provided that such
corporation shall be otherwise qualified and eligible under this Article VI),
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated, and in case any
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee or in
the name of such successor Trustee, and in all cases the certificate of
authentication shall have the full force which it is provided anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.

     Section 6.13. Preferential Collection of Claims Against Company. If and
     ------------- -------------------------------------------------
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor) in the manner provided in Section 311 of the Trust
Indenture Act.

     Section 6.14. Appointment of Authenticating Agent. The Trustee may appoint
     ------------- -----------------------------------
an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 3.6, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, or of any State or Territory or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section 6.14 the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.14, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 6.14.

                                       47

<PAGE>

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of an Authenticating Agent shall be the successor
Authenticating Agent hereunder (provided that such corporation shall be
otherwise eligible under this Section), without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.14, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in Section 1.6 to all Holders
of Securities of the series with respect to which such Authenticating Agent will
serve. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provision of this Section 6.14.

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section 6.14.

     If an appointment with respect to one or more series is made pursuant to
this Section 6.14, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

     This is one of the Securities referred to in the within mentioned
Indenture.

Dated:

                                               THE BANK OF NEW YORK, Trustee


                                               By:_____________________________,
                                                  as Authenticating Agent

                                               By:_____________________________
                                                        Authorized Officer

                                       48

<PAGE>

         ARTICLE VII - HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     Section 7.1. Company to Furnish Trustee Names and Addresses of Holders. The
     ------------ ---------------------------------------------------------
Company will furnish or cause to be furnished to the Trustee:

           (a)    semi-annually, not more than 15 days after _________ and
________ in each year, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of ___________ and
__________ of such year, and

           (b)    at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished, excluding from any such list names and addresses
received by the Trustee in its capacity as Securities Registrar.

     Section 7.2. Preservation of Information, Communications to Holders.
     ------------ ------------------------------------------------------

           (a)    The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 7.1 and the names
and addresses of Holders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

           (b)    The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided in the
Trust Indenture Act.

           (c)    Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of information as to the names and addresses of the Holders made
pursuant to the Trust Indenture Act.

     Section 7.3. Reports by Trustee.
     ------------ ------------------

           (a)    The Trustee shall transmit to Holders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act, at the times and in the manner provided pursuant
thereto.

           (b)    Reports so required to be transmitted at stated intervals of
not more than 12 months shall be transmitted no later than _________ in each
calendar year, commencing with the first ____________ after the first issuance
of Securities under this Indenture.

           (c)    A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which any Securities are listed and also with the Commission. The Company will
notify the Trustee when any Securities are listed on any stock exchange.

                                       49

<PAGE>

     Section 7.4. Reports by Company. The Company shall file with the Trustee
     ------------ ------------------
and with the Commission, and transmit to Holders, such information,
documents and other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided in
the Trust Indenture Act; provided that any such information, documents or
reports required to be filed with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act shall be filed with the Trustee within 15 days
after the same is required to be filed with the Commission. Notwithstanding that
the Company may not be required to remain subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, the Company shall continue to file
with the Commission and provide the Trustee with the annual reports and the
information, documents and other reports which are specified in Sections 13 and
15(d) of the Exchange Act. The Company also shall comply with the other
provisions of Trust Indenture Act Section 314(a). Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer's
Certificates).

       ARTICLE VIII - CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     Section 8.1. Company May Consolidate, Etc., Only on Certain Terms. The
     ------------ ----------------------------------------------------
Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, and no Person shall consolidate with or merge into the Company or
convey, transfer or lease its properties and assets substantially as an entirety
to the Company, unless:

                  (1)  in case the Company shall consolidate with or merge into
     another Person or convey, transfer or lease its properties and assets
     substantially as an entirety to any Person, the corporation formed by such
     consolidation or into which the Company is merged or the Person which
     acquires by conveyance or transfer, or which leases, the properties and
     assets of the Company substantially as an entirety shall be a corporation,
     partnership or trust organized and existing under the laws of the United
     States of America or any State or the District of Columbia, and shall
     expressly assume, by an indenture supplemental hereto, executed and
     delivered to the Trustee, in form satisfactory to the Trustee, the due and
     punctual payment of the principal of (and premium, if any) and interest
     (including any Additional Interest) on all the Securities and the
     performance of every covenant of this Indenture on the part of the Company
     to be performed or observed;

                  (2)  immediately after giving effect to such transaction, no
     Event of Default, and no event which, after notice or lapse of time, or
     both, would becom e an Event of Default, shall have happened and be
     continuing;

                  (3)  in the case of the Securities of a series issued to a
     Chittenden Capital Trust, such consolidation, merger, conveyance, transfer
     or lease is permitted under the related Trust Agreement and related
     Chittenden Guarantee and does not give

                                       50

<PAGE>

          rise to any breach or violation of the related Trust Agreement or
          related Chittenden Guarantee; and

                    (4) the Company has delivered to the Trustee an Officer's
          Certificate and an Opinion of Counsel, each stating that such
          consolidation, merger, conveyance, transfer or lease and any such
          supplemental indenture comply with this Article and that all
          conditions precedent herein provided for relating to such transaction
          have been complied with; and the Trustee, subject to Section 6.1, may
          rely upon such Officer's Certificate and Opinion of Counsel as
          conclusive evidence that such transaction complies with this Section
          8.1.

          Section 8.2. Successor Corporation Substituted. Upon any consolidation
          ------------ ---------------------------------
or merger by the Company with or into any other Person, or any conveyance,
transfer or lease by the Company of its properties and assets substantially as
an entirety to any Person in accordance with Section 8.1, the successor
corporation formed by such consolidation or into which the Company is merged or
to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein; and in the event of any such conveyance, transfer or
lease, the Company shall be discharged from all obligations and covenants under
the Indenture and the Securities and may be dissolved and liquidated.

          Such successor Person may cause to be signed, and may issue either in
its own name or in the name of the Company, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor Person
instead of the Company and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities which previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication pursuant to such
provisions and any Securities which such successor Person thereafter shall cause
to be signed and delivered to the Trustee on its behalf for the purpose pursuant
to such provisions. All the Securities so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Securities theretofore
or thereafter issued in accordance with the terms of this Indenture as though
all of such Securities had been issued at the date of the execution hereof.

          In case of any such consolidation, merger, sale, conveyance or lease,
such changes in phraseology and form may be made in the Securities thereafter to
be issued as may be appropriate.

                      ARTICLE IX - SUPPLEMENTAL INDENTURES

          Section 9.1. Supplemental Indentures without Consent of Holders.
          ------------ --------------------------------------------------
Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee
(provided, however, that the form and terms of Securities of any series may be
established by a Board Resolution, as set forth in the Officer's Certificate

                                       51

<PAGE>

delivered to the Trustee pursuant to Section 3.1, without entering into a
supplemental indenture for all purposes hereunder) for any of the following
purposes:

                    (1)  to evidence the succession of another Person to the
          Company, and the assumption by any such successor of the covenants of
          the Company herein and in the Securities contained;

                    (2)  to convey, transfer, assign, mortgage or pledge any
          property to or with the Trustee or to surrender any right or power
          herein conferred upon the Company;

                    (3)  to establish the form or terms of Securities of any
          series as permitted by Sections 2.1 or 3.1;

                    (4)  to add to the covenants of the Company for the benefit
          of the Holders of all or any series of Securities (and if such
          covenants are to be for the benefit of less than all series of
          Securities, stating that such covenants are expressly being included
          solely for the benefit of such series) or to surrender any right or
          power herein conferred upon the Company;

                    (5)  to add any additional Events of Default for the benefit
          of the Holders of all or any series of Securities (and if such
          additional Events of Default are to be for the benefit of less than
          all series of Securities, stating that such additional Events of
          Default are expressly being included solely for the benefit of such
          series);

                    (6)  to change or eliminate any of the provisions of this
          Indenture; provided that any such change or elimination shall become
          effective only when there is no Security Outstanding of any series
          created prior to the execution of such supplemental indenture which is
          entitled to the benefit of such provision;

                    (7)  to cure any ambiguity, to correct or supplement any
          provision herein which may be defective or inconsistent with any other
          provision herein, or to make any other provisions with respect to
          matters or questions arising under this Indenture; provided that such
          action pursuant to this clause (7) shall not adversely affect the
          interest of the Holders of Securities of any series in any material
          respect or, in the case of the Securities of a series issued to a
          Chittenden Capital Trust and for so long as any of the corresponding
          series of Capital Securities issued by such Chittenden Capital Trust
          shall remain outstanding, the holders of such Capital Securities;

                    (8)  to evidence and provide for the acceptance of
          appointment hereunder by a successor Trustee with respect to the
          Securities of one or more series and to add to or change any of the
          provisions of this Indenture as shall be necessary to provide for or
          facilitate the administration of the trusts hereunder by more than one
          Trustee, pursuant to the requirements of Section 6.11(b); or

                    (9)  to comply with the requirements of the Commission in
          order to effect or maintain the qualification of this Indenture under
          the Trust Indenture Act.

                                       52

<PAGE>

          Section 9.2. Supplemental Indentures with Consent of Holders. With the
          ------------ -----------------------------------------------
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

                    (1)  except to the extent permitted by Section 3.11 or as
          otherwise specified as contemplated by Section 2.1 or Section 3.1 with
          respect to the deferral of the payment of interest on the Securities
          of any series, change the Stated Maturity of the principal of, or any
          installment of interest (including any Additional Interest) on, any
          Security, or reduce the principal amount thereof or the rate of
          interest thereon or reduce any premium payable upon the redemption
          thereof, or reduce the amount of principal of a Discount Security that
          would be due and payable upon a declaration of acceleration of the
          Maturity thereof pursuant to Section 5.2, or change the place of
          payment where, or the coin or currency in which, any Security or
          interest thereon is payable, or impair the right to institute suit for
          the enforcement of any such payment on or after the Stated Maturity
          thereof (or, in the case of redemption, on or after the Redemption
          Date); or

                    (2)  reduce the percentage in principal amount of the
          Outstanding Securities of any series, the consent of whose Holders is
          required for any such supplemental indenture, or the consent of whose
          Holders is required for any waiver (of compliance with certain
          provisions of this Indenture or certain defaults hereunder and their
          consequences) provided for in this Indenture; or

                    (3)  modify any of the provisions of this Section, Section
          5.13 or Section 10.5, except to increase any such percentage or to
          provide that certain other provisions of this Indenture cannot be
          modified or waived without the consent of the Holder of each Security
          affected thereby; or

                    (4)  modify the provisions in Article XIII of this Indenture
          with respect to the subordination of Outstanding Securities of any
          series in a manner adverse to the Holders thereof;

and provided further that, in the case of the Securities of a series issued to a
Chittenden Capital Trust, so long as any of the corresponding series of Capital
Securities issued by such Chittenden Capital Trust remains outstanding, (i) no
such amendment shall be made that adversely affects the holders of such Capital
Securities in any material respect, and no termination of this Indenture shall
occur, and no waiver of any Event of Default or compliance with any covenant
under this Indenture shall be effective, without the prior consent of the
holders of at least a majority of the aggregate liquidation amount of such
Capital Securities then outstanding unless and until the principal (and premium,
if any) of the Securities of such series and all accrued and, (subject to
Section 3.7), unpaid interest (including any Additional Interest) thereon have
been paid in full and (ii) no amendment shall be made to Section 5.8 of this
Indenture that would

                                       53

<PAGE>

impair the rights of the holders of Capital Securities provided therein without
the prior consent of the holders of each Capital Security then outstanding
unless and until the principal (and premium, if any) of the Securities of such
series and all accrued and (subject to Section 3.7) unpaid interest (including
any Additional Interest) thereon have been paid in full.

          A supplemental indenture that changes or eliminates any covenant or
other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular series of Securities or Capital
Securities, or which modifies the rights of the Holders of Securities or holders
of Capital Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities or holders of Capital Securities of any other series.

          It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

          Section 9.3. Execution of Supplemental Indentures. In executing or
          ------------ ------------------------------------
accepting the additional series of Securities created by any supplemental
indenture permitted by this Article or the modifications thereby of any series
of Securities previously created by this Indenture, the Trustee shall be
entitled to receive, and (subject to Section 6.1) shall be fully protected in
relying upon, an Officer's Certificate and an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture, and that all conditions precedent have been complied with. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

          Section 9.4. Effect of Supplemental Indentures. Upon the execution of
          ------------ ----------------------------------
any supplemental indenture under this Article IX or delivery to the Trustee of
the Officer's Certificate pursuant to Section 3.1 hereof (which Officer's
Certificate shall have the effect of a supplemental indenture for all purposes
hereunder), this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities of each affected series theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.

          Section 9.5. Conformity with Trust Indenture Act. Every supplemental
          ------------ -----------------------------------
indenture executed pursuant to this Article IX and every Officer's Certificate
delivered to the trustee pursuant to Section 3.1 hereof shall conform to the
requirements of the Trust Indenture Act as then in effect.

          Section 9.6. Reference in Securities to Supplemental Indentures.
          ------------ --------------------------------------------------
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article IX or delivery to the Trustee of the
Officer's Certificate pursuant to Section 3.1 hereof (which Officer's
Certificate shall have the effect of a supplemental indenture for all purposes
hereunder) may, and shall if required by the Company, bear a notation in form
approved by the Company as to any matter provided for in such supplemental
indenture or such Officer's Certificate. If the Company shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Company, to any such supplemental indenture or such Officer's

                                       54

<PAGE>

Certificate may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Securities of such series.

                             ARTICLE X - COVENANTS

          Section 10.1. Payment of Principal, Premium and Interest. The Company
          ------------- ------------------------------------------
covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of (and premium, if any) and interest on
the Securities of that series in accordance with the terms of such Securities
and this Indenture.

          Section 10.2. Maintenance of Office or Agency. The Company will
          ------------- -------------------------------
maintain in each Place of Payment for any series of Securities, an office or
agency where Securities of that series may be presented or surrendered for
payment and an office or agency where Securities of that series may be
surrendered for transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served. The Company initially appoints the Trustee, acting through its
Corporate Trust Office, as its agent for said purposes. The Company will give
prompt written notice to the Trustee of any change in the location of any such
office or agency. If at any time the Company shall fail to maintain such office
or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

          The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all of such purposes, and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in each
Place of Payment for Securities of any series for such purposes. The Company
will give prompt written notice to the Trustee of any such designation and any
change in the location of any such office or agency.

          Section 10.3. Money for Security Payments to be Held in Trust.
          ------------- -----------------------------------------------

               (a)  If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it will, on or before each due date of
the principal of (and premium, if any) or interest on any of the Securities of
such series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the Trustee of its
failure so to act.

               (b)  Whenever the Company shall have one or more Paying Agents,
it will, prior to 10:00 a.m., New York City time on each due date of the
principal of (and premium, if any) or interest on any Securities, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal and premium (if any) or interest, and (unless
such Paying Agent is the Trustee) the Company will promptly notify the Trustee
of its failure so to act.

                                       55

<PAGE>

               (c)  The Company will cause each Paying Agent other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section
10.3, that such Paying Agent will:

                    (1) hold all sums held by it for the payment of the
          principal of (and premium, if any) or interest on Securities in trust
          for the benefit of the Persons entitled thereto until such sums shall
          be paid to such Persons or otherwise disposed of as herein provided;

                    (2) give the Trustee notice of any default by the Company
          (or any other obligor upon the Securities) in the making of any
          payment of principal (and premium, if any) or interest;

                    (3) at any time during the continuance of any such default,
          upon the written request of the Trustee, forthwith pay to the Trustee
          all sums so held in trust by such Paying Agent; and

                    (4) comply with the provisions of the Trust Indenture Act
          applicable to it as a Paying Agent.

               (d)  The Company may at any time, for the purpose of obtaining
the satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

               (e)  Any money deposited with the Trustee or any Paying Agent,
or then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Security and remaining unclaimed for two
years after such principal (and premium, if any) or interest has become due and
payable shall (unless otherwise required by mandatory provision of applicable
escheat or abandoned or unclaimed property law) be paid on Company Request to
the Company, or (if then held by the Company) shall (unless otherwise required
by mandatory provision of applicable escheat or abandoned or unclaimed property
law) be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

                                       56

<PAGE>

          Section 10.4. Statement as to Compliance. The Company shall deliver to
          ------------- --------------------------
the Trustee, within 120 days after the end of each calendar year of the Company
ending after the date hereof, an Officer's Certificate covering the preceding
calendar year, stating whether or not to the best knowledge of the signers
thereof the Company is in default in the performance, observance or fulfillment
of or compliance with any of the terms, provisions, covenants and conditions of
this Indenture, and if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge. For
the purpose of this Section 10.4, compliance shall be determined without regard
to any grace period or requirement of notice provided pursuant to the terms of
this Indenture.

          Section 10.5. Waiver of Certain Covenants. The Company may omit in any
          ------------- ---------------------------
particular instance to comply with any covenant or condition provided pursuant
to Sections 3.1, 9.1(3), or 9.1(4) with respect to the Securities of any series,
if before or after the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of such series shall,
by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company in respect of any such covenant or condition shall remain in full
force and effect.

          Section 10.6. Additional Sums. In the case of the Securities of a
          ------------- ---------------
series issued to a Chittenden Capital Trust, so long as no Event of Default has
occurred and is continuing and except as otherwise specified as contemplated by
Section 2.1 or Section 3.1, in the event that (i) such Chittenden Capital Trust
is the Holder of all of the Outstanding Securities of such series, (ii) a Tax
Event in respect of such Chittenden Capital Trust shall have occurred and be
continuing and (iii) the Company shall not have (A) redeemed the Securities of
such series pursuant to Section 11.7(ii) or (B) dissolved such Chittenden
Capital Trust pursuant to Section 8.1(a)(v) of the related Trust Agreement, the
Company shall pay to such Chittenden Capital Trust (and its permitted successors
or assigns under the related Trust Agreement) for so long as such Chittenden
Capital Trust (or its permitted successor or assignee) is the registered holder
of any Securities of such series, such additional amounts as may be necessary in
order that the amount of Distributions (including any Additional Amounts (as
defined in such Trust Agreement)) then due and payable by such Chittenden
Capital Trust on the related Capital Securities and Common Securities that at
any time remain outstanding in accordance with the terms thereof shall not be
reduced as a result of any Additional Taxes (the "Additional Sums"). Whenever in
this Indenture or the Securities there is a reference in any context to the
payment of principal of or interest on the Securities, such mention shall be
deemed to include mention of the payments of the Additional Sums provided for in
this paragraph to the extent that, in such context, Additional Sums are, were or
would be payable in respect thereof pursuant to the provisions of this paragraph
and express mention of the payment of Additional Sums (if applicable) in any
provisions hereof shall not be construed as excluding Additional Sums in those
provisions hereof where such express mention is not made; provided, however,
that the deferral of the payment of interest pursuant to Section 3.11 or the
Securities shall not defer the payment of any Additional Sums that may be due
and payable.

          Section 10.7. Additional Covenants. The Company covenants and agrees
          ------------- ---------------------
with each Holder of Securities of any series that it shall not, and to the
extent applicable, it shall not permit

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any Subsidiary of the Company to, (x) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any shares of the Company's capital stock (which includes
common and preferred stock), (y) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Company (including Securities issued by the Company pursuant to this Indenture
other than the Securities of such series) that rank pari passu with or junior in
interest to the Securities of such series or (z) make any guarantee payments
with respect to any guarantee by the Company of the debt securities of any
subsidiary of the Company (including Guarantee Agreements other than the
Chittenden Guarantee related to the Capital Securities issued by the Chittenden
Capital Trust holding Securities of such series) if such guarantee ranks pari
passu with or junior in interest to the Securities (other than (a) dividends or
distributions in Common Stock of the Company, (b) any declaration of a dividend
in connection with the implementation of a rights plan or the issuance of stock
under any such plan in the future or the redemption or repurchase of any such
rights pursuant thereto, (c) as a result of an exchange or conversion of one
class or series of the Company's Capital Stock for another class or series of
the Company's Capital Stock, (d) payments under the Chittenden Guarantee related
to the Capital Securities issued by the Chittenden Capital Trust holding
Securities of such series, and (e) purchases, repurchases, redemptions or other
acquisitions of shares of Common Stock in connection with any of the Company's
benefit plans for its directors, officers or employees) if at such time (i)
there shall have occurred any event of which the Company has actual knowledge
that (A) with the giving of notice or the lapse of time or both, would
constitute an Event of Default with respect to the Securities of such series and
(B) in respect of which the Company shall not have taken reasonable steps to
cure, (ii) if the Securities of such series are held by a Chittenden Capital
Trust, the Company shall be in default with respect to its payment of any
obligations under the Chittenden Guarantee relating to the Capital Securities
issued by such Chittenden Capital Trust or (iii) the Company shall have given
notice of its election to begin an Extension Period with respect to the
Securities of such series as provided herein and shall not have rescinded such
notice, or such Extension Period, or any extension thereof, shall be continuing.

          The Company also covenants with each Holder of Securities of a series
issued to a Chittenden Capital Trust, for so long as the Capital Securities of
such Chittenden Capital Trust remain outstanding, (i) to maintain, directly or
indirectly, 100% ownership of the Common Securities of such Chittenden Capital
Trust; provided, however, that any permitted successor of the Company hereunder
may succeed to the Company's ownership of such Common Securities, (ii) to cause
such Chittenden Capital Trust to remain a statutory business trust and not to
voluntarily dissolve, wind-up, liquidate or terminate such Chittenden Capital
Trust, except as permitted by the applicable Trust Agreement, (iii) to use its
commercially reasonable efforts to ensure that the Chittenden Capital Trust will
not be an "investment company" for purposes of the Investment Company Act and
(iv) to take no action which would be reasonably likely to cause the Chittenden
Capital Trust to be classified as other than a grantor trust for United States
federal income tax purposes.

          Section 10.8. Statement by Officer as to Default. The Company shall
          ------------- ----------------------------------
deliver to the Trustee, as soon as possible and in any event within five
Business Days after the Company becomes aware of the occurrence of any Event of
Default or an event which, with notice or the lapse of time or both, would
constitute an Event of Default, an Officer's Certificate setting forth

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<PAGE>

in reasonable detail such Event of Default or default and any action which the
Company proposes to take with respect thereto.

                     ARTICLE XI - REDEMPTION OF SECURITIES

          Section 11.1. Applicability of this Article. Redemption of Securities
          ------------- -----------------------------
of any series (whether by operation of a sinking fund or otherwise) as permitted
or required by any form of Security issued pursuant to this Indenture shall be
made in accordance with such form of Security and this Article; provided,
however, that if any provision of any such form of Security shall conflict with
any provision of this Article, the provision of such form of Security shall
govern. Except as otherwise set forth in the form of Security for such series,
each Security of such series shall be subject to partial redemption only in the
amount of $100,000 or, in the case of the Securities of a series issued to a
Chittenden Capital Trust, $100,000, or integral multiples of $1,000 in excess
thereof.

          Section 11.2. Election to Redeem; Notice to Trustee. The election of
          ------------- -------------------------------------
the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of
less than all of the Securities of any particular series and having the same
terms, the Company shall, not less than 30 nor more than 60 days prior to the
Redemption Date (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such date and of the principal amount of Securities of
that series to be redeemed. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities, the Company shall furnish the Trustee with an Officer's
Certificate and an Opinion of Counsel evidencing compliance with such
restriction.

          Section 11.3. Selection of Securities to be Redeemed. If less than all
          ------------- --------------------------------------
the Securities of any series are to be redeemed (unless all the Securities of
such series and of a specified tenor are to be redeemed or unless such
redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Security of such series, provided that the
portion of the principal amount of any Security not redeemed shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects only
a single Security), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.

          The Trustee shall promptly notify the Company in writing of the
Securities selected for partial redemption and the principal amount thereof to
be redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed. If the Company shall so direct, Securities registered in the name of
the Company, any Affiliate or any Subsidiary thereof shall not be included in
the Securities selected for redemption.

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<PAGE>

          Section 11.4. Notice of Redemption. Notice of redemption shall be
          ------------- --------------------
given by first-class mail, postage prepaid, mailed not later than the 30/th/
day, and not earlier than the 60/th/ day, prior to the Redemption Date, to each
Holder of Securities to be redeemed, at the address of such Holder as it appears
in the Securities Register. With respect to Securities of each series to be
redeemed, each notice of redemption shall state:

               (a)  the Redemption Date;

               (b)  the Redemption Price;

               (c)  if less than all Outstanding Securities of such particular
series and having the same terms are to be redeemed, the identification (and, in
the case of partial redemption, the respective principal amounts) of the
particular Securities to be redeemed;

               (d)  that on the Redemption Date, the Redemption Price will
become due and payable upon each such Security or portion thereof, and that
interest thereon, if any, shall cease to accrue on and after said date;

               (e)  the place or places where such Securities are to be
surrendered for payment of the Redemption Price; and

               (f)  that the redemption is for a sinking fund, if such is the
case.

Notice of redemption of Securities to be redeemed at the election of the Company
shall be given by the Company or, at the Company's request, by the Trustee in
the name and at the expense of the Company and shall not be irrevocable. The
notice if mailed in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the Holder receives such notice. In any
case, a failure to give such notice by mail or any defect in the notice to the
Holder of any Security designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Security.

          Section 11.5. Deposit of Redemption Price. Prior to 10:00 a.m., New
          ------------- ---------------------------
York City time on the Redemption Date specified in the notice of redemption
given as provided in Section 11.4, the Company will deposit with the Trustee or
with one or more Paying Agents (or if the Company is acting as its own Paying
Agent, the Company will segregate and hold in trust as provided in Section 10.3)
an amount of money sufficient to pay the Redemption Price of, and any accrued
interest (including Additional Interest) on, all the Securities which are to be
redeemed on that date.

          Section 11.6. Payment of Securities Called for Redemption. If any
          ------------- -------------------------------------------
notice of redemption has been given as provided in Section 11.4, the Securities
or portion of Securities with respect to which such notice has been given shall
become due and payable on the date and at the place or places stated in such
notice at the applicable Redemption Price. On presentation and surrender of such
Securities at a Place of Payment in said notice specified, the said securities
or the specified portions thereof shall be paid and redeemed by the Company at
the applicable Redemption Price, together with accrued interest (including any
Additional Interest) to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 3.1, installments of interest
whose Stated Maturity is on or prior to the Redemption Date

                                       60

<PAGE>

will be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.7.

          Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder
thereof, at the expense of the Company, a new Security or Securities of the same
series, of authorized denominations, in aggregate principal amount equal to the
portion of the Security not redeemed so presented and having the same Original
Issue Date, Stated Maturity and terms. If a Global Security is so surrendered,
such new Security will also be a new Global Security.

          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal of and premium, if any, on such
Security shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.

          Section 11.7. Right of Redemption of Securities Initially Issued to a
          ------------- -------------------------------------------------------
Chittenden Capital Trust. In the case of the Securities of a series initially
------------------------
issued to a Chittenden Capital Trust, except as otherwise specified as
contemplated by Section 3.1, the Company, at its option, may redeem such
Securities (i) on or after the date five years after the Original Issue Date of
such Securities, in whole at any time or in part from time to time, or (ii) upon
the occurrence and during the continuation of a Special Event, at any time
within 90 days following the occurrence of such Special Event in respect of such
Chittenden Capital Trust, in whole (but not in part), in each case at a
Redemption Price equal to 100% of the principal amount thereof.

                          ARTICLE XII - SINKING FUNDS

          Section 12.1. Applicability of Article. The provisions of this Article
          ------------- ------------------------
shall be applicable to any sinking fund for the retirement of Securities of any
series except as otherwise specified as contemplated by Section 3.1 for such
Securities.

          The minimum amount of any sinking fund payment provided for by the
terms of any Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any sinking fund payment in excess of such minimum
amount which is permitted to be made by the terms of such Securities of any
series is herein referred to as an "optional sinking fund payment." If provided
for by the terms of any Securities of any series, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 12.2. Each
sinking fund payment shall be applied to the redemption of Securities of any
series as provided for by the terms of such Securities.

          Section 12.2. Satisfaction of Sinking Fund Payments with Securities.
          ------------- -----------------------------------------------------
In lieu of making all or any part of a mandatory sinking fund payment with
respect to any Securities of a series in cash, the Company may at its option, at
any time no more than 16 months and no less than 30 days prior to the date on
which such sinking fund payment is due, deliver to the Trustee Securities of
such series (together with the unmatured coupons, if any, appertaining thereto)
theretofore purchased or otherwise acquired by the Company, except Securities of
such series that have been redeemed through the application of mandatory or
optional sinking fund payments pursuant to the terms of the Securities of such
series, accompanied by a Company

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<PAGE>

Order instructing the Trustee to credit such obligations and stating that the
Securities of such series were originally issued by the Company by way of bona
fide sale or other negotiation for value; provided, however, that the Securities
to be so credited have not been previously so credited. The Securities to be so
credited shall be received and credited for such purpose by the Trustee at the
redemption price for such Securities, as specified in the Securities so to be
redeemed, for redemption through operation of the sinking fund and the amount of
such sinking fund payment shall be reduced accordingly.

          Section 12.3. Redemption of Securities for Sinking Fund. Not less than
          ------------- -----------------------------------------
60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officer's Certificate specifying the
amount of the next ensuing sinking fund payment for such Securities pursuant to
the terms of such Securities, the portion thereof, if any, which is to be
satisfied by payment of cash in the currency in which the Securities of such
series are payable (except as provided pursuant to Section 3.1) and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
pursuant to Section 12.2 and will also deliver to the Trustee any Securities to
be so delivered. Such Officer's Certificate shall be irrevocable and upon its
delivery the Company shall be obligated to make the cash payment or payments
therein referred to, if any, on or before the succeeding sinking fund payment
date. In the case of the failure of the Company to deliver such Officer's
Certificate (or, as required by this Indenture, the Securities and coupons, if
any, specified in such Officer's Certificate), the sinking fund payment due on
the succeeding sinking fund payment date for such series shall be paid entirely
in cash and shall be sufficient to redeem the principal amount of the Securities
of such series subject to a mandatory sinking fund payment without the right to
deliver or credit securities as provided in Section 12.2 and without the right
to make the optional sinking fund payment with respect to such series at such
time.

          Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made with
respect to the Securities of any particular series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) on
the sinking fund payment date on which such payment is made (or, if such payment
is made before a sinking fund payment date, on the sinking fund payment date
immediately following the date of such payment) to the redemption of Securities
of such series at the Redemption Price specified in such Securities with respect
to the sinking fund. Any sinking fund moneys not so applied or allocated by the
Trustee (or, if the Company is acting as its own Paying Agent, segregated and
held in trust by the Company as provided in Section 10.3) for such series and
together with such payment (or such amount so segregated) shall be applied in
accordance with the provisions of this Section 12.3. Any and all sinking fund
moneys with respect to the Securities of any particular series held by the
Trustee (or if the Company is acting as its own Paying Agent, segregated and
held in trust as provided in Section 10.3) on the last sinking fund payment date
with respect to Securities of such series and not held for the payment or
redemption of particular Securities of such series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent),
together with other moneys, if necessary, to be deposited (or segregated)
sufficient for the purpose, to the payment of the principal of the Securities of
such series at Maturity. The Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.3 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.4. Such notice
having been duly given, the

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<PAGE>

redemption of such Securities shall be made upon the terms and in the manner
stated in Section 11.6. On or before each sinking fund payment date, the Company
shall pay to the Trustee (or, if the Company is acting as its own Paying Agent,
the Company shall segregate and hold in trust as provided in Section 10.3) in
cash a sum in the currency in which Securities of such series are payable
(except as provided pursuant to Section 3.1) equal to the principal and any
interest accrued to the Redemption Date for Securities or portions thereof to be
redeemed on such sinking fund payment date pursuant to this Section 12.3.

          Neither the Trustee nor the Company shall redeem any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund for such series during the
continuance of a default in payment of interest, if any, on any Securities of
such series or of any Event of Default (other than an Event of Default occurring
as a consequence of this paragraph) with respect to the Securities of such
series, except that if the notice of redemption shall have been provided in
accordance with the provisions hereof, the Trustee (or the Company, if the
Company is then acting as its own Paying Agent) shall redeem such Securities if
cash sufficient for that purpose shall be deposited with the Trustee (or
segregated by the Company) for that purpose in accordance with the terms of this
Article XII. Except as aforesaid, any moneys in the sinking fund for such series
at the time when any such default or Event of Default shall occur and any moneys
thereafter paid into such sinking fund shall, during the continuance of such
default or Event of Default, be held as security for the payment of the
Securities and coupons, if any, of such series; provided, however, that in case
such default or Event of Default shall have been cured or waived herein, such
moneys shall thereafter be applied on the next sinking fund payment date for the
Securities of such series on which such moneys may be applied pursuant to the
provisions of this Section 12.3.

                   ARTICLE XIII - SUBORDINATION OF SECURITIES

          Section 13.1. Securities Subordinate to Senior Debt. The Company
          ------------- -------------------------------------
covenants and agrees, and each Holder of a Security, by its acceptance thereof,
likewise covenants and agrees, that, to the extent and in the manner hereinafter
set forth in this Article XIII, the payment of the principal of (and premium, if
any) and interest (including any Additional Interest) on each and all of the
Securities are hereby expressly made subordinate and subject in right of payment
to the prior payment in full of all amounts then due and payable in respect of
all Senior Debt.

          Section 13.2. Payment Over of Proceeds Upon Dissolution, Etc. In case
          ------------- ----------------------------------------------
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company (each such event, if any, herein sometimes
referred to as a "Proceeding"), then the holders of Senior Debt shall be
entitled to receive payment in full of Allocable Amounts of such Senior Debt, or
provision shall be made for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Debt, before the
Holders of the Securities are entitled to receive or retain any payment or
distribution of any kind or character, whether in cash, property or securities
(including any payment or distribution which may be payable or deliverable by
reason of the payment of any other Debt of the Company subordinated to the
payment of the Securities, such payment or distribution being hereinafter
referred to as a "Junior Subordinated Payment"), on account of principal of (or
premium, if any) or interest (including any Additional Interest) on the
Securities or on account of the purchase or other acquisition of Securities by
the Company or any

                                       63

<PAGE>

Subsidiary and to that end the holders of Senior Debt shall be entitled to
receive, for application to the payment thereof, any payment or distribution of
any kind or character, whether in cash, property or securities, including any
Junior Subordinated Payment, which may be payable or deliverable in respect of
the Securities in any such Proceeding.

          In the event that, notwithstanding the foregoing provisions of this
Section 13.2, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, including any Junior Subordinated
Payment, before all Allocable Amounts of all Senior Debt are paid in full or
payment thereof is provided for in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Debt, and if such fact shall, at or
prior to the time of such payment or distribution, have been made known to the
Trustee or, as the case may be, such Holder, then and in such event such payment
or distribution shall be paid over or delivered forthwith to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
Person making payment or distribution of assets of the Company for application
to the payment of all Allocable Amounts of all Senior Debt remaining unpaid, to
the extent necessary to pay all Allocable Amounts of all Senior Debt in full,
after giving effect to any concurrent payment or distribution to or for the
holders of Senior Debt.

          For purposes of this Article XIII only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment which securities are subordinated in
right of payment to all then outstanding Senior Debt to substantially the same
extent as the Securities are so subordinated as provided in this Article XIII.
The consolidation of the Company with, or the merger of the Company into,
another Person or the liquidation or dissolution of the Company following the
sale of all or substantially all of its properties and assets as an entirety to
another Person upon the terms and conditions set forth in Article VIII shall not
be deemed a Proceeding for the purposes of this Section 13.2 if the Person
formed by such consolidation or into which the Company is merged or the Person
which acquires by sale such properties and assets as an entirety, as the case
may be, shall, as a part of such consolidation, merger, or sale comply with the
conditions set forth in Article VIII.

          Section 13.3. Prior Payment to Senior Debt Upon Acceleration of
          ------------- -------------------------------------------------
Securities. In the event that any Securities are declared due and payable before
----------
their Stated Maturity, then and in such event the holders of the Senior Debt
outstanding at the time such Securities so become due and payable shall be
entitled to receive payment in full of all Allocable Amounts due on or in
respect of such Senior Debt (including any amounts due upon acceleration), or
provision shall be made for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Debt, before the
Holders of the Securities are entitled to receive any payment or distribution of
any kind or character, whether in cash, properties or securities (including any
Junior Subordinated Payment) by the Company on account of the principal of (or
premium, if any) or interest (including any Additional Interest) on the
Securities or on account of the purchase or other acquisition of Securities by
the Company or any Subsidiary; provided, however, that nothing in this Section
13.3 shall prevent the satisfaction of any sinking fund payment in accordance
with this Indenture or as otherwise specified as contemplated by Section 3.1 for
the Securities of any series by delivering and crediting pursuant to Section
12.2 or as

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<PAGE>

otherwise specified as contemplated by Section 3.1 for the Securities of any
series Securities which have been acquired (upon redemption or otherwise) prior
to such declaration of acceleration.

          In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section 13.3, and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

          The provisions of this Section 13.3 shall not apply to any payment
with respect to which Section 13.2 would be applicable.

          Section 13.4. No Payment When Senior Debt in Default.
          ------------- --------------------------------------

               (a)  In the event and during the continuation of any default in
the payment of principal of (or premium, if any) or interest on any Senior Debt,
or in the event that any event of default with respect to any Senior Debt shall
have occurred and be continuing and shall have resulted in such Senior Debt
becoming or being declared due and payable prior to the date on which it would
otherwise have become due and payable, unless and until such event of default
shall have been cured or waived or shall have ceased to exist and such
acceleration shall have been rescinded or annulled, or (b) in the event any
judicial proceeding shall be pending with respect to any such default in payment
or such event or default, then no payment or distribution of any kind or
character, whether in cash, properties or securities (including any Junior
Subordinated Payment) shall be made by the Company on account of principal of
(or premium, if any) or interest (including any Additional Interest), if any, on
the Securities or on account of the purchase or other acquisition of Securities
by the Company or any Subsidiary, in each case unless and until all Allocable
Amounts of such Senior Debt are paid in full; provided, however, that nothing in
this Section 13.4 shall prevent the satisfaction of any sinking fund payment in
accordance with this Indenture or as otherwise specified as contemplated by
Section 3.1 for the Securities of any series by delivering and crediting
pursuant to Section 12.2 or as otherwise specified as contemplated by Section
3.1 for the Securities of any series Securities which have been acquired (upon
redemption or otherwise) prior to such default in payment or event of default.

               (b)  In the event that, notwithstanding the foregoing, the
Company shall make any payment to the Trustee or the Holder of any Security
prohibited by the foregoing provisions of this Section 13.4, and if such fact
shall, at or prior to the time of such payment, have been made known to the
Trustee or, as the case may be, such Holder, then and in such event such payment
shall be paid over and delivered forthwith to the Company.

               (c)  The provisions of this Section 13.4 shall not apply to any
payment with respect to which Section 13.2 would be applicable.

          Section 13.5. Payment Permitted If No Default. Nothing contained in
          ------------- -------------------------------
this Article XIII or elsewhere in this Indenture or in any of the Securities
shall prevent (a) the Company, at any time except during the pendency of any
Proceeding referred to in Section 13.2 or under the

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<PAGE>

conditions described in Sections 13.3 and 13.4, from making payments at any time
of principal of (and premium, if any) or interest (including Additional
Interest) on the Securities, or (b) the application by the Trustee of any money
deposited with it hereunder to the payment of or on account of the principal of
(and premium, if any) or interest (including any Additional Interest) on the
Securities or the retention of such payment by the Holders, if, at the time of
such application by the Trustee, it did not have knowledge that such payment
would have been prohibited by the provisions of this Article XIII.

     Section 13.6. Subrogation to Rights of Holders of Senior Debt. Subject to
     ------------- -----------------------------------------------
the payment in full of all amounts due or to become due on all Senior Debt, or
the provision for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Debt, the Holders of the Securities
shall be subrogated to the extent of the payments or distributions made to the
holders of such Senior Debt pursuant to the provisions of this Article XIII
(equally and ratably with the holders of all indebtedness of the Company which
by its express terms is subordinated to Senior Debt of the Company to
substantially the same extent as the Securities are subordinated to the Senior
Debt and is entitled to like rights of subrogation by reason of any payments or
distributions made to holders of such Senior Debt) to the rights of the holders
of such Senior Debt to receive payments and distributions of cash, property and
securities applicable to the Senior Debt until the principal of (and premium, if
any) and interest on the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior Debt of
any cash, property or securities to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article, and no
payments over pursuant to the provisions of this Article XIII to the holders of
Senior Debt by Holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Debt, and the Holders of the
Securities, be deemed to be a payment or distribution by the Company to or on
account of the Senior Debt.

     Section 13.7. Provisions Solely to Define Relative Rights. The provisions
     ------------- -------------------------------------------
of this Article XIII are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities on the one hand and the holders
of Senior Debt on the other hand. Nothing contained in this Article XIII or
elsewhere in this Indenture or in the Securities is intended to or shall (a)
impair, as between the Company and the Holders of the Securities, the
obligations of the Company, which are absolute and unconditional, to pay to the
Holders of the Securities the principal of (and premium, if any) and interest
(including any Additional Interest) on the Securities as and when the same shall
become due and payable in accordance with their terms, (b) affect the relative
rights against the Company of the Holders of the Securities and creditors of the
Company other than their rights in relation to the holders of Senior Debt, or
(c) prevent the Trustee or the Holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under this Indenture
including, without limitation, filing and voting claims in any Proceeding,
subject to the rights, if any, under this Article XIII of the holders of Senior
Debt to receive cash, property and securities otherwise payable or deliverable
to the Trustee or such Holder.

     Section 13.8. Trustee to Effectuate Subordination. Each Holder of a
     ------------- -----------------------------------
Security by his or her acceptance thereof authorizes and directs the Trustee on
his or her behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination

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provided in this Article XIII and appoints the Trustee his or her
attorney-in-fact for any and all such purposes.

     Section 13.9. No Waiver of Subordination Provisions. No right of any
     ------------- -------------------------------------
present or future holder of any Senior Debt to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof that any such holder may have or be otherwise charged with.

     Without in any way limiting the generality of the immediately preceding
paragraph, the holders of Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior Debt, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Debt, or otherwise amend or supplement in any manner Senior Debt or any
instrument evidencing the same or any agreement under which Senior Debt is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Debt; (iii) release any Person
liable in any manner for the collection of Senior Debt; and (iv) exercise or
refrain from exercising any rights against the Company and any other Person.

     Section 13.10. Notice to Trustee. The Company shall give prompt written
     -------------- -----------------
notice to the Trustee of any fact known to the Company which would prohibit the
making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article XIII or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts which would prohibit the making of any payment to or by the Trustee
in respect of the Securities, unless and until the Trustee shall have received
written notice thereof from the Company or a holder of Senior Debt or from any
trustee, agent or representative therefor; provided, however, that if the
Trustee shall not have received the notice provided for in this Section 13.10 at
least two Business Days prior to the date upon which by the terms hereof any
monies may become payable for any purpose (including, without limitation, the
payment of the principal of (and premium, if any) or interest (including any
Additional Interest) on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such monies and to apply the same to the purpose for which they were
received and shall not be affected by any notice to the contrary which may be
received by it within two Business Days prior to such date.

     Subject to the provisions of Section 6.1, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
to be a holder of Senior Debt (or a trustee therefor) to establish that such
notice has been given by a holder of Senior Debt (or a trustee therefor). In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior Debt to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Debt held by such Person, the extent to
which such Person is entitled to participate in such payment or

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<PAGE>

distribution and any other facts pertinent to the rights of such Person under
this Article, and if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.

     Section 13.11. Reliance on Judicial Order or Certificate of Liquidating
     -------------- --------------------------------------------------------
Agent. Upon any payment or distribution of assets of the Company referred to in
-----
this Article XIII, the Trustee, subject to the provisions of Section 6.1, and
the Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior Debt and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XIII.

     Section 13.12. Trustee Not Fiduciary for Holders of Senior Debt. The
     -------------- ------------------------------------------------
Trustee, in its capacity as trustee under this Indenture, shall not be deemed to
owe any fiduciary duty to the holders of Senior Debt and shall not be liable to
any such holders if it shall in good faith mistakenly pay over or distribute to
Holders of Securities or to the Company or to any other Person cash, property or
securities to which any holders of Senior Debt shall be entitled by virtue of
this Article or otherwise.

     Section 13.13. Rights of Trustee as Holder of Senior Debt; Preservation of
     -------------- -----------------------------------------------------------
Trustee's Rights. The Trustee in its individual capacity shall be entitled to
----------------
all the rights set forth in this Article XIII with respect to any Senior Debt
which may at any time be held by it, to the same extent as any other holder of
Senior Debt, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

     Section 13.14. Article Applicable to Paying Agents. In case at any time any
     -------------- -----------------------------------
Paying Agent other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "Trustee" as used in this Article XIII shall
in such case (unless the context otherwise requires) be construed as extending
to and including such Paying Agent within its meaning as fully for all intents
and purposes as if such Paying Agent were named in this Article XIII in addition
to or in place of the Trustee.

     Section 13.15. Certain Conversions or Exchanges Deemed Payment. For the
     -------------- -----------------------------------------------
purposes of this Article XIII only, (a) the issuance and delivery of junior
securities upon conversion or exchange of Securities shall not be deemed to
constitute a payment or distribution on account of the principal of (or premium,
if any) or interest (including any Additional Interest) on Securities or on
account of the purchase or other acquisition of Securities, and (b) the payment,
issuance or delivery of cash, property or securities (other than junior
securities) upon conversion or exchange of a Security shall be deemed to
constitute payment on account of the principal of such security. For the
purposes of this Section 13.15, the term "junior securities" means (i) shares of
any stock of any class of the Company and (ii) securities of the Company which
are subordinated in right of payment to all Senior Debt which may be outstanding
at the time of issuance or delivery of

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<PAGE>

such securities to substantially the same extent as, or to a greater extent
than, the Securities are so subordinated as provided in this Article XIII.

                ARTICLE XIV - MEETINGS OF HOLDERS OF SECURITIES

     Section 14.1. Purposes for Which Meetings May Be Called. A meeting of
     ------------- -----------------------------------------
Holders of Securities of any series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

     Section 14.2. Call, Notice and Place of Meetings.
     ------------- ----------------------------------

          (a)      The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 14.1, to be held
at such time and at such place as the Trustee shall determine. Notice of every
meeting of Holders of Securities of any series, setting forth the time and the
place of such meeting and in general terms the action proposed to be taken at
such meeting, shall be given, in the manner provided in Section 1.6, not less
than 20 nor more than 180 days prior to the date fixed for the meeting.

          (b)      In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 25% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 14.1, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the
first publication of the notice of such meeting within 20 days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this Section.

     Section 14.3. Persons Entitled to Vote at Meetings. To be entitled to vote
     ------------- ------------------------------------
at any meeting of Holders of Securities of any series, a Person shall be (a) a
Holder of one or more Outstanding Securities of such series, or (b) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one or
more Outstanding Securities of such series by such Holder or Holders. The only
Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

     Section 14.4. Quorum; Action.
     ------------- --------------

          (a)      The Persons entitled to vote a majority in principal amount
of the Outstanding Securities of a series shall constitute a quorum for a
meeting of Holders of Securities of such series; provided, however, that if any
action is to be taken at such meeting with respect to a consent or waiver which
this Indenture expressly provides may be given by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities

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<PAGE>

of a series, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series shall constitute a quorum.
In the absence of a quorum within 30 minutes after the time appointed for any
such meeting, the meeting shall, if convened at the request of Holders of
Securities of such series, be dissolved. In any other case the meeting may be
adjourned for a period of not less than ten days as determined by the chairman
of the meeting prior to the adjournment of such meeting. In the absence of a
quorum at the reconvening of any such adjourned meeting, such adjourned meeting
may be further adjourned for a period of not less than ten days; at the
reconvening of any meeting adjourned or further adjourned for lack of a quorum,
the persons entitled to vote 25% in aggregate principal amount of the then
Outstanding Securities shall constitute a quorum for the taking of any action
set forth in the notice of the original meeting. Notice of the reconvening of
any adjourned meeting shall be given as provided in Section 14.2(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened.

          (b)  Except as otherwise provided in this Indenture, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the persons
entitled to vote a majority in aggregate principal amount of the Outstanding
Securities represented at such meeting.

          (c)  Any resolution passed or decision taken at any meeting of Holders
of Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.

          (d)  Notwithstanding the foregoing provisions of this Section 14.4, if
any action is to be taken at a meeting of Holders of Securities of any series
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:

               (1)  there shall be no minimum quorum requirement for such
     meeting; and

               (2)  the principal amount of the Outstanding Securities of such
     series that vote in favor of such request, demand, authorization,
     direction, notice, consent, waiver or other action shall be taken into
     account in determining whether such request, demand, authorization,
     direction, notice, consent, waiver or other action has been made, given or
     taken under this Indenture.

     Section 14.5. Determination of Voting Rights; Conduct and Adjournment of
     ------------- ----------------------------------------------------------
Meetings.
--------

          (a)  Notwithstanding any provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and

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<PAGE>

examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section 1.4
and the appointment of any proxy shall be proved in the manner specified in
Section 1.4. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 1.4 or other proof.

               (b)  The Trustee shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 14.2 (b), in
which case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

               (c)  At any meeting each Holder of a Security of such series or
proxy shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Securities of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

               (d)  Any meeting of Holders of Securities of any series duly
called pursuant to Section 14.2 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

          Section 14.6. Counting Votes and Recording Action of Meetings. The
          ------------- -----------------------------------------------
vote upon any resolution submitted to any meeting of Holders of Securities of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record, at least in duplicate, of
the proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
fact, setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 14.2 and, if applicable, Section 14.4.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
the Company and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.

                                     * * * *

                                       71

<PAGE>

          This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                                       72

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the day and year first above written.

                                          CHITTENDEN CORPORATION


                                          By:___________________________________
                                          Its:__________________________________
Attest:



By: ________________________________
Its: _______________________________



                                          THE BANK OF NEW YORK, as Trustee


                                          By:___________________________________
                                          Its:__________________________________
Attest:



By:  _______________________________
Its: _______________________________

                                       73

<PAGE>


                                     ANNEX A

                           Form of Guarantee Agreement

                                       74

<PAGE>


                                     ANNEX B

                             Form of Trust Agreement

                                       75

<PAGE>


                                     ANNEX C

                  Form of Amended and Restated Trust Agreement

                                       76