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                                                                     EXHIBIT 4.3


                 CHITTENDEN CORPORATION -- AMENDED AND RESTATED
                   DIRECTORS' OMNIBUS LONG-TERM INCENTIVE PLAN

I.   PURPOSE

     The Chittenden Corporation Directors' Omnibus Long-Term Incentive Plan (the
     "Plan"), formerly known as the Chittenden Corporation 1998 Directors'
     Omnibus Long-Term Incentive Plan, is hereby amended and restated. The
     purpose of the Plan is to promote the interests of the shareholders as well
     as the Company by enhancing the Company's ability to retain and attract the
     services of talented and qualified Directors by increasing their ownership
     position in the Company.

II.  ELIGIBILITY

     All non-employee Directors will be immediately eligible to become
     participants in the Plan upon the Effective Date as described in Section
     IX.

III. EXECUTIVE COMMITTEE

     The Plan shall be administered by a Committee of the Board of Directors
     which shall be known as the Executive Committee (the "Committee"). The
     Committee shall have full power to interpret and administer the Plan. It
     may issue rules and regulations for administration of the Plan. It shall
     meet at such times and places as it may determine.

     All persons designated as members of the Committee shall be non-employee
     directors of the Company within the meaning of Rule 16b 3(b)(3)(i) of the
     Securities Exchange Act of 1934, as amended.

IV.  DEFINITIONS

     As used in the Plan, the following terms shall have the meanings set forth
     below:

     (A)  "Award" shall mean any Stock Option or Restricted Stock granted under
          the Plan.

     (B)  "Board" means the Board of Directors of the Company.

     (C)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (D)  "Company" means Chittenden Corporation.

     (E)  "Fair Market Value" shall mean the fair market value of shares or
          other securities as shall be established by the Committee.

     (F)  "Option" means a non-qualified stock option which is not intended to
          meet the requirements of Section 422 of the Code.

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     (G)  "Restricted Stock" means Shares granted to a Director under
          Section VII(B) of the Plan.

     (H)  "Share" means one share of the Company's Common Stock.

     (I)  "Termination" means a participant ceasing to be a Director under
          criteria established by the Board.

V.   ADMINISTRATION OF PLAN

     The Plan shall be administered by the Committee. Subject to the terms of
     the Plan, the Committee shall have full power to: (i) designate
     participants; (ii) determine the type or types of Awards to be granted to
     each participant under the Plan; (iii) determine the number of Shares to be
     covered by Awards; (iv) determine the terms and conditions of any Award;
     (v) determine whether Awards may be settled or exercised in cash, Shares or
     other securities; (vi) determine whether, to what extent, and under what
     circumstances amounts payable with respect to an Award under the Plan shall
     be deferred either automatically or at the election of the holder or the
     Committee; (vii) interpret and administer the Plan and any Award made under
     the Plan; (viii) establish, amend, suspend or waive rules and regulations
     as it shall deem appropriate for the proper administration of the Plan; and
     (ix) make any other determination and take any other action that the
     Committee deems necessary or desirable for the administration of the Plan.

VI.  SHARES AVAILABLE FOR AWARD

     The maximum number of Shares available for granting Awards under the Plan
     during the term of the Plan is hereby increased from 125,000 Shares to
     375,000 Shares as of the date of the restatement (representing an increase
     of 250,000 Shares), subject to adjustment pursuant to Section XII(C). Of
     the total Shares authorized under the Plan, no more than 50,000 Shares may
     be utilized for Awards of Restricted Stock.

     The number of Shares covered by the Award shall be counted on the date of
     grant against the aggregate number of Shares available for granting Awards
     under the Plan. Any Shares associated with a Non-Qualified Stock Option
     that is forfeited or expires without having been exercised, Shares
     associated with Restricted Stock that is forfeited, or Shares tendered to
     exercise an Option shall be added back to the overall number of Shares
     available for granting Awards under this Plan.

VII. AWARDS

     (A)  Options. The Committee is hereby authorized to grant Options to
          participants with the following terms and conditions and with such
          additional terms and conditions as the Committee deems appropriate:

          (I)   Exercise Price. The purchase price per Share under an Option
                shall be determined by the Committee; provided, however, that
                the purchase price shall not be less than Fair Market Value of a
                Share on the date of grant of such Option.

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          (II)  Option Term. The term of each Option shall be fixed by the
                Committee, but in no event may exceed ten years (see (D)V
                below).

          (III) Time and Method of Exercise. An Option may be exercised, subject
                to the provisions hereof relative to its termination and
                limitations on its exercise, from time to time only by (i)
                written notice of intent to exercise the Option with respect to
                a specified number of Shares, and (ii) payment to the Company
                (contemporaneously with delivery of each such notice) of the
                amount of the Option price of the number of Shares with respect
                to which the Option is then being exercised by one or more of
                the following methods to the extent provided in the Option Award
                agreement:

                (a)  in cash, by certified or bank check or other instrument
                     acceptable to the Committee;

                (b)  by the surrender and delivery to the Company (or
                     attestation to the ownership) of Shares of the same class
                     as the Shares to be acquired by exercise of the Option with
                     a Fair Market Value equal to or less than the total Option
                     price plus cash for any difference, provided such
                     surrendered Shares have been purchased by the optionee on
                     the open market or have been beneficially owned by the
                     optionee for at least six months and are not then subject
                     to restrictions under any Company plan; or

                (c)  The Committee also may allow cashless exercise as permitted
                     under the Federal Reserve Board's Regulation T, subject to
                     applicable securities law restriction, or by any other
                     means which the Committee determines to be consistent with
                     the Plan's purpose and applicable law.

     Each such notice and payment shall be delivered, or mailed by prepaid
registered or certified mail, addressed to the Secretary of the Company at the
Company's executive offices, until the total number of Shares then subject to
the Option have been purchased.

          (IV)  Forfeiture. The Committee may provide for the circumstances in
                which an unexercised Option will be forfeited. Unless otherwise
                provided in the option agreement with a Director, an unexercised
                Option shall be forfeited one year after termination of Board
                service (as determined under criteria established by the
                Committee) for any reason.

     (B)  Restricted Stock. The Committee is hereby authorized to grant Awards
          of Restricted Stock to participants.

          (I)   Restrictions. Shares of Restricted Stock shall be subject to
                such restrictions as the Committee may impose (including, any
                limitation on the right to vote a Share of Restricted Stock or
                the right to receive any dividend). Restrictions may lapse
                separately or in combination, in such installments or otherwise,
                as the Committee may deem appropriate.

          (II)  Forfeiture. Upon termination of board service (as determined
                under criteria established by the Committee) for any reason,
                except for death or


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                total and permanent disability, during the applicable
                restriction period, all Shares of Restricted Stock subject to
                restriction shall be forfeited and reacquired by the Company.

     (C)  General.

          (I)   No Cash Consideration for Awards. Awards shall be granted for no
                cash consideration or for such minimal cash consideration as may
                be required by applicable law.

          (II)  Awards May be Granted Separately or Together. Awards may, at the
                discretion of the Committee, be granted either alone or in
                addition to or in tandem with any other Awards under this Plan
                or any other plan of the Company.

          (III) Forms of Payment under Awards. Subject to the terms of the Plan,
                payments or transfers to be made by the Company upon the grant,
                exercise or payment of an Award may be made in such form or
                forms as the Committee shall determine including, without
                limitation, cash, Shares, other securities and other Awards.

          (IV)  Limits on Transfer of Awards. No Award (other than Shares as to
                which restrictions have lapsed), and no right under any such
                Awards, shall be assignable, alienable, saleable or transferable
                by a participant otherwise than by will or by the laws of
                descent and distribution (or, in the case of an Award of
                Restricted Stock, back to the Company) provided, however, that,
                if so determined by the Committee, a participant may, in the
                manner established by the Committee, designate a beneficiary or
                beneficiaries to exercise the rights of the participant, and to
                receive any property distributable, with respect to any Award
                upon the death of the participant.

          (V)   Share Certificates. All certificates for Shares or other
                securities delivered under the Plan pursuant to any Award or the
                exercise of a Stock Option shall be subject to such stop
                transfer orders and other restrictions as the Committee may deem
                advisable under the Plan or the rules, regulations, and other
                requirements of the Securities and Exchange Commission, any
                stock exchange upon which such Shares or other securities are
                then listed, and any applicable Federal or state securities
                laws, and the Committee may cause a legend or legends to be put
                on any such certificates to make appropriate reference to such
                restrictions.

VIII. AMENDMENT AND TERMINATION

      The Board may amend, suspend or terminate the Plan or any portion thereof
      at any time, provided that no amendment shall be made without stockholder
      approval if such approval is necessary to comply with any tax or
      regulatory requirement. Notwithstanding anything to the contrary contained
      herein, the Committee may amend the Plan in such manner as may be
      necessary so as to have the Plan conform with local rules and regulations.

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     The President shall be authorized to make minor or administrative
     modifications to the Plan as well as modification to the Plan which may be
     dictated by requirements of federal or state statutes applicable to the
     Company or authorized or made desirable by such statutes. No modification
     or termination of the Plan shall, without the Director's consent, alter or
     impair any of his or her rights or obligations under any Option or right
     theretofore granted to him or her under the Plan. The Board cannot revoke
     existing Awards without the participant's consent.

IX.  EFFECTIVE DATE OF THE PLAN

     The Plan shall be effective, as amended and restated, as of the date of its
     approval by the stockholders of the Company.

X.   CHANGE IN CONTROL

     Notwithstanding anything to the contrary contained herein, and
     notwithstanding any contrary waiting period or installment period in any
     option agreement or in the Plan, each outstanding Option granted under the
     Plan shall become exercisable in full for the aggregate number of shares
     covered thereby, and any restriction or deferral limitation applicable to
     any Restricted Stock, shall lapse and such shares and awards shall be
     deemed fully vested, in the event of a Change in Control. For purposes of
     this Plan, a Change in Control shall be deemed to have occurred upon the
     first to occur of the following events:

     (I)   Any "Person", as such term is used in Sections 13(d) and 14(d) of the
           Securities Exchange Act of 1934, as amended (the "Exchange Act")
           (other than the Company or any corporation owned, directly or
           indirectly, by the stockholders of the Company in substantially the
           same proportions as their ownership of stock of the Company), is or
           becomes the "beneficial owner" (as defined in Rule 13d-3 under the
           Exchange Act), directly or indirectly, of securities of the Company
           representing more than 25% of the number of the Company's then
           outstanding securities;

     (II)  During any period of two consecutive years, individuals who at the
           beginning of such period constitute the Board, and any new director
           (other than a director designated by a person who has entered into an
           agreement with the Company to effect a transaction described in
           Subsection (I), (III) or (IV) of this Section X) whose election by
           the Board or nomination for election by the Company's stockholders
           was approved by a vote of at least two-thirds (2/3) of the directors
           then still in office who either were directors at the beginning of
           the period or whose election or nomination for election was
           previously so approved, cease by any reason to constitute at least
           one half thereof;

     (III) The stockholders of the Company approve a merger or consolidation of
           the Company with any other corporation, other than a merger or
           consolidation which would result in the voting securities of the
           Company outstanding immediately prior thereto continuing to represent
           (either by

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           remaining outstanding or being converted into voting securities of
           the surviving entity) more than 50% of the number of outstanding
           securities of the Company or such surviving entity outstanding
           immediately after such merger or consolidation; or

     (IV)  The stockholders of the Company approve a plan of complete
           liquidation of the Company or an agreement for the sale or
           disposition by the Company of all or substantially all of the
           Company's assets.

XI.  TERM OF THE PLAN

     No Award shall be granted under the Plan ten years after Effective Date of
     the Plan. However, unless otherwise expressly provided in the Plan or in an
     applicable Award agreement, any Award granted may extend beyond such date,
     and the authority of the Committee to amend, alter, adjust, suspend,
     discontinue, or terminate any such Award, or to waive any conditions or
     rights under any such Award, and the authority of the Board of Directors of
     the Company to amend the Plan, shall extend beyond such date.

XII. MISCELLANEOUS

     (A)  No Rights as Stockholder. Subject to the provisions of the applicable
          Award, no Director or designated beneficiary shall have any rights as
          a stockholder with respect to any Shares to be distributed under the
          Plan until he or she has become the holder thereof. Notwithstanding
          the foregoing, in connection with each grant of Restricted Stock
          hereunder, the applicable Award shall specify if and to what extent
          the Director shall not be entitled to the rights of a stockholder in
          respect of such Restricted Stock.

     (B)  Construction of the Plan. The validity, construction, interpretation,
          administration and effect of the Plan and of its rules and
          regulations, and rights relating to the Plan, shall be determined
          solely in accordance with the laws of Vermont.

     (C)  Adjustments. In the event of a reorganization, recapitalization, stock
          split, stock dividend, combination of shares, merger, consolidation,
          distribution of assets, or any other change in the corporate structure
          or shares of the Company, the Committee shall make such adjustments as
          it deems appropriate in the number and kind of shares authorized by
          the Plan, in the number and kind of shares covered by the Awards
          granted, and in the purchase price of outstanding Options.

     (D)  Mergers. In contemplation of and subject to the consummation of a
          consolidation or merger or sale of all or substantially all of the
          assets of the Company in which outstanding Shares are exchanged for
          securities, cash or other property of an unrelated corporation or
          business entity or in the event of a liquidation of the Company (in
          each case, a "Transaction"), the Board, or the board of directors of
          any corporation assuming the obligations of the Company, may, in its
          discretion, take any one or more of the following actions, as to
          outstanding Awards: (i) provide that such Awards shall be assumed or
          equivalent awards shall be

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          substituted, by the acquiring or succeeding corporation (or an
          affiliate thereof), and/or (ii) upon written notice to the
          participants, provide that all Awards will terminate immediately prior
          to the consummation of the Transaction. In the event that, pursuant to
          clause (ii) above, Awards will terminate immediately prior to the
          consummation of the Transaction, all vested Awards, other than
          Options, shall be fully settled in cash or in kind at such appropriate
          consideration as determined by the Administrator in its sole
          discretion after taking into account the consideration payable per
          Shares pursuant to the business combination (the "Merger Price") and
          all Options shall be fully settled, in cash or in kind, in an amount
          equal to the difference between (A) the Merger Price times the number
          of Shares subject to such outstanding Options (to the extent then
          exercisable at prices not in excess of the Merger Price) and (B) the
          aggregate exercise price of all such outstanding Options; provided,
          however, that each participant shall be permitted, within a specified
          period determined by the Administrator prior to the consummation of
          the Transaction, to exercise all outstanding Options, including those
          that are not then exercisable, subject to the consummation of the
          Transaction.

     (E)  No Right to Continue as a Director. Neither the Plan, nor the granting
          of an Award nor any other action taken pursuant to the Plan, shall
          constitute or be evidence of any agreement or understanding, express
          or implied, that the Company will retain a director for any period of
          time, or at any particular rate of compensation.

     (F)  Trading Policy Restrictions. Option exercises and other Awards under
          the Plan shall be subject to such Company's insider trading policy, as
          in effect from time to time.

Dated:       4-29-02              /s/ F. Sheldon Prentice
       --------------------       ---------------------------------------------
                                  F. Sheldon Prentice, Sr. Vice President,
                                  General Counsel & Secretary


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