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Chittenden Reports Earnings; Increases Quarterly Dividend

    BURLINGTON, Vt., April 21 /PRNewswire-FirstCall/ -- Chittenden Corporation
(NYSE: CHZ) Chairman, President and Chief Executive Officer, Paul A. Perrault,
today announced earnings for the quarter ended March 31, 2004 of $17.5 million
or $0.47 per diluted share, compared to $16.6 million or $0.49 a year ago.
Chittenden also announced a 10% increase in its quarterly dividend to $0.22
per share. The dividend will be paid on May 14, 2004, to shareholders of
record on April 30, 2004.
    In making the announcement, Perrault said, "By and large, most core
businesses are doing well.  However, the volatility of market interest rates
and the timing of their movements during the quarter adversely impacted the
mortgage banking business. On the whole, we consider the quarter's results a
little disappointing, though there is cause for optimism. Commercial loan
growth was particularly good during the quarter and accelerated in the month
of March.  In mortgage banking, the interest rate dip in March led to
significant mortgage application activity late in the quarter, which should
bode well for better mortgage gains as we move forward into the coming
months."
    Total loans increased $55.5 million from December 31, 2003 and $151.6
million from March 31, 2003. The Company's banks continued their strong growth
in commercial lending by increasing their commercial and commercial real
estate portfolios at an annualized rate of 16% on a linked-quarter basis.
Partially offsetting the growth in commercial loans was the continued decline
in the residential real estate loan portfolio, which experienced faster than
expected prepayments.  The increase in the loan portfolio from March 31, 2003
was entirely attributable to double-digit growth in the Company's commercial
and commercial real estate loan portfolios.
    Total deposits increased $20.3 million from March 31, 2003 and decreased
$135.5 million from the prior year-end. The decline from December 31, 2003 is
primarily attributable to normal seasonal trends relating to the Company's
municipal, commercial, and captive insurance customers. Borrowings at March
31, 2004 were $312.5 million, a decrease of $241.1 million from the same
period a year ago.  The decline was due to maturities and the early redemption
of $214 million of FHLB borrowings assumed in the Granite acquisition.
    The Company's net interest margin for the first quarter of 2004 was 4.17%,
an increase from the fourth quarter of last year and a decrease from the first
quarter of 2003. On a linked quarter basis, the increase in the net interest
margin was due to a better asset mix with a higher proportion of loans in
average earning assets, and a lower cost of funds driven primarily by reduced
costs of borrowings. The decline in net interest margin from the first quarter
of 2003 was primarily attributable to lower earning asset yields and the
inclusion of Granite for the full quarter of 2004 as compared to just one
month in 2003.
    Net charge-offs as a percentage of average loans were 1 basis point for
the first quarter of 2004, compared to 8 basis points for the fourth quarter
of last year and 4 basis points for the first quarter in 2003. Net charge-offs
in 2004 totaled $391,000, compared with $2.7 million in the fourth quarter of
2003 and $1.5 million for the first quarter of 2003. Nonperforming assets
increased $6.3 million from December 31, 2003 to $20.7 million at March 31,
2004 and as a percentage of total loans increased to 55 basis points compared
to 39 basis points in the fourth quarter of 2003. The increase in
nonperforming assets primarily resulted from two commercial relationships and
the Company believes that the loans are well secured.  The level of
nonperforming assets in 2004 is consistent with the Company's historical
experience which has averaged approximately 50 basis points over the last six
years.
    The provision for loan losses was $427,000 for the first quarter of 2004
compared to $1.0 million for the fourth quarter of last year, and $2.1 million
in the first quarter of 2003. The provision for the first quarter of 2004 was
driven by significantly lower net charge-offs, continued strong asset quality,
and minimal growth in the total loan portfolio. As a percentage of total
loans, the allowance for loan losses was 1.52%, down slightly from 1.54% at
December 31, 2003.
    Noninterest income declined $5.0 million from the prior quarter and $1.2
million from the same period a year ago. The decline from the fourth quarter
of 2003 was attributable to reduced gains on sales of mortgages, lower
mortgage servicing income, and a decline in gains on sales of securities.
Gains on sales of mortgage loans decreased $2.4 million from the fourth
quarter of 2003 due to lower volumes of loan sales caused by higher mortgage
interest rates. Mortgage servicing income declined $1.4 million in the first
quarter of 2004 due to higher forward-looking prepayment speeds which were
driven by the dip in interest rates in early March, continued heavy paydowns
on adjustable rate mortgages, and the decision by one of the Company's credit
union customers to service its portfolio in house. Gains on sales of
securities, net of losses on prepayments of borrowings, were $608,000 in the
first quarter of 2004, compared to $2.1 million in the fourth quarter of last
year and $1.4 million in the first quarter of 2003.  Partially offsetting
these declines, on a linked quarter and year-over-year basis, were
significantly higher insurance commissions and increased investment management
income.  Insurance commissions increased $1.1 million from the prior quarter
primarily due to the timing of policy renewals and increased performance-based
income. The increase from the same quarter a year ago was due to the inclusion
of Granite's insurance operations for the full quarter in 2004 versus only one
month in 2003.  In addition, on a year-over-year basis, the Company
experienced higher investment management income, which was attributable to
stronger equity markets and better penetration in the non-Vermont banks.
    Noninterest expenses were $44.6 million for the quarter ending March 31,
2004, a decrease of $3.5 million from the prior quarter and an increase of
$2.4 million from a year ago. The decline from the fourth quarter of 2003 is
primarily attributable to lower conversion and restructuring expenses,
decreased incentives and commissions costs, and lower levels of other expense.
The higher conversion and restructuring expenses in the fourth quarter of 2003
were due to the accrual of certain costs in relation to the Company's plan to
consolidate branches, close offsite ATMs and to recognize severance for
related staff reductions. The increase from a year ago is attributable to the
acquisition of Granite Bank, which in 2004 contributed three months of
expenses compared to one month in 2003.
    The effective income tax rate for first quarter 2004 was 36.9%, compared
with 36.1% for the comparable quarter in 2003. The higher effective income tax
rate was primarily attributable to increased taxable income in New Hampshire,
which has a higher statutory tax rate than other states in which the Company
has operations.
    The return on average tangible equity was 20.38% in the first quarter of
2004, compared to 23.63% in the prior quarter and 19.95% in the same quarter a
year ago. The return on average equity was 11.97% for the first quarter of
2004, compared with 13.66% for the fourth quarter of 2003 and 14.53% for the
first quarter a year ago. The decrease in ROE from the first quarter of 2003
is primarily due to the issuance of additional equity of $116 million in the
Granite acquisition, which was included for only one month in the 2003
calculation. The return on average assets for the quarter ended March 31, 2004
was 1.21%, down from 1.31% for the quarter ended December 31, 2003 and 1.29%
for the first quarter of last year. The decline from a year ago was due to
higher levels of average assets caused by the acquisition of Granite Bank and
the reduction from the fourth quarter of 2004 was due to lower net income.

    Kirk W. Walters, Executive Vice President and Chief Financial Officer of
Chittenden Corporation, will host a conference call on April 22, 2004 at 10:30
am eastern time to discuss these earnings results.  Interested parties may
access the conference call by calling 866-761-0748, passcode 98379287.
International dial-in number is 617-614-2706.  Participants are asked to call
in a few minutes prior to the call in order to register. Internet access to
the call is also available (listen only) by clicking "webcasts" under the
Investor Resources section of the Company's website at
https://www.chittendencorp.com. A replay of the call will be available through
April 29, 2004 by calling 888-286-8010 (International dial number is 617-801-
6888), passcode 75685592, or by going to the chittendencorp.com website. The
Company may answer one or more questions concerning business and financial
developments and trends and other business. Some of the responses to these
questions may contain information that has not been previously disclosed.

    Chittenden is a bank holding company headquartered in Burlington, Vermont.
Through its subsidiary banks(1), the Company offers a broad range of financial
products and services to customers throughout Northern New England and
Massachusetts, including deposit accounts and services; commercial and
consumer loans; insurance; and investment and trust services to individuals,
businesses, and the public sector. Chittenden Corporation's news releases,
including earnings announcements, are available on the Company's website.

    This press release contains statements that may be considered forward-
looking statements within the meaning of Section 27A of the Securities Act of
Section 21E of the Securities Exchange Act of 1934. Chittenden intends for
these forward-looking statements to be covered by the safe harbor provisions
for forward- looking statements contained in the Private Securities Reform Act
of 1995 and is including this statement for purposes of complying with these
safe harbor provisions. These forward-looking statements are based on current
plans and expectations, which are subject to a number of risk factors and
uncertainties that could cause future results to differ from historical
performance or future expectations. For further information on these risk
factors and uncertainties, please see page 1 of Chittenden's December 31, 2003
annual report filed on Form 10-K/A.

    (1) Chittenden's subsidiaries are Chittenden Bank, The Bank of Western
Massachusetts, Flagship Bank and Trust Company, Maine Bank & Trust Company,
Ocean National Bank, and Granite Bank. Chittenden Bank also operates under the
name Mortgage Service Center, and it owns Chittenden Insurance Group, and
Chittenden Securites, Inc. Granite Bank operates an insurance agency
subsidiary under the name GSBI Insurance Group.

     CHITTENDEN CORPORATION
     CONSOLIDATED BALANCE SHEETS
     (Unaudited)
     (In Thousands)

        ASSETS                      3/31/04        12/31/03       3/31/03

    Cash and Cash Equivalents      $154,178        $174,939      $190,537

    Securities Available For Sale 1,473,497       1,588,151     1,714,494
    FHLB Stock                       20,753          20,753        24,356
    Loans Held For Sale              32,276          25,262        98,578

    Loans:
     Commercial                     686,304         658,615       625,177
     Municipal                       92,338          87,080        82,005

     Real Estate:
      Residential:
        1-4 family                  666,753         700,671       832,284
        Multi-family                182,085         176,478       167,010
        Home equity                 277,062         270,959       239,021
      Commercial                  1,485,031       1,430,945     1,314,095
      Construction                  138,497         140,801        96,859
       Total Real Estate          2,749,428       2,719,854     2,649,269
     Consumer                       252,097         259,135       272,159

    Total Loans                   3,780,167       3,724,684     3,628,610
    Less: Allowance for
     Loan Losses                   (57,500)        (57,464)      (56,708)
    Net Loans                     3,722,667       3,667,220     3,571,902

    Accrued Interest Receivable      25,582          29,124        32,255
    Other Real Estate Owned              36             100            37
    Other Assets                     51,834          68,487        48,737
    Premises and Equipment, net      77,534          75,179        72,524
    Mortgage Servicing Rights        10,866          12,265         9,306
    Identified Intangibles           21,978          22,733        28,282
    Goodwill                        216,431         216,431       205,579

    Total Assets                 $5,807,632      $5,900,644    $5,996,587


     LIABILITIES AND STOCKHOLDERS' EQUITY

    Liabilities:
    Deposits:
     Demand                        $848,758        $898,920      $799,506
     Savings                        526,625         517,789       503,415
     NOW                            894,575         899,018       874,439
     CMAs/ Money Market           1,472,377       1,604,138     1,491,329
     Certificates of Deposit
      less than $100,000            780,940         789,066       874,722
     Certificates of Deposit
      $100,000 and Over             311,067         260,960       270,627
    Total Deposits                4,834,342       4,969,891     4,814,038

    Securities Sold Under
     Agreements to Repurchase        76,051          78,980       120,050
    Other Borrowings                236,446         208,454       433,547
    Accrued Expenses and
     Other Liabilities               61,308          63,368        77,627
    Total Liabilities             5,208,147       5,320,693     5,445,262

    Stockholders' Equity:
    Common Stock                     40,157          40,142        40,135
    Surplus                         257,503         256,974       256,057
    Retained Earnings               351,569         341,441       305,139
    Treasury Stock, at cost        (76,058)        (78,579)      (83,254)
    Accumulated Other
     Comprehensive Income:
      Unrealized Gains on
       Securities Available for Sale 21,964          15,595        33,389
      Accrued Minimum Pension
       Liability, net of tax              -               -       (4,058)
    Directors Deferred Compensation
     to be Settled in Stock           4,381           4,413         3,963
    Unearned Portion of Employee
     Restricted Stock                  (31)            (35)          (46)
    Total Stockholders' Equity      599,485         579,951       551,325

    Total Liabilities and
     Stockholders' Equity        $5,807,632      $5,900,644    $5,996,587


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

                                                  For the Three Months Ended
                                                           March 31,
                                                        2004           2003

    Interest Income:
     Loans                                           $49,258        $47,580
     Investment Securities:
      Taxable                                         15,580         18,216
      Tax-favored                                         13             46
      Short-term Investments                               7             12
    Total Interest Income                             64,858         65,854

    Interest Expense:
     Deposits                                          8,220         11,796
     Borrowings                                        1,925          3,110
    Total Interest Expense                            10,145         14,906

    Net Interest Income                               54,713         50,948
    Provision for Loan Losses                            427          2,050

    Net Interest Income after Provision
     for Loan Losses                                  54,286         48,898


    Noninterest Income:
     Investment Management and Trust                   4,371          3,810
     Service Charges on Deposits                       4,685          4,393
     Mortgage Servicing                                (767)          (757)
     Gains on Sales of Loans, Net                      1,899          4,436
     Gains on Sales of Securities                      1,802          1,391
     Loss on Prepayments of Borrowings               (1,194)              -
     Credit Card Income, Net                             908            903
     Insurance Commissions, Net                        2,626          1,613
     Retail Investment Services                          947            896
     Other                                             2,730          2,571
    Total Noninterest Income                          18,007         19,256

    Noninterest Expense:
     Salaries                                         20,895         20,282
     Employee Benefits                                 5,983          4,857
     Net Occupancy Expense                             6,097          5,479
     Data Processing                                   2,305          2,501
     Amortization of Intangibles                         755            511
     Conversion and Restructuring Charges                152              -
     Other                                             8,421          8,546
    Total Noninterest Expense                         44,608         42,176

    Income Before Income Taxes                        27,685         25,978
    Income Tax Expense                                10,218          9,387

    Net Income                                       $17,467        $16,591

    Earnings Per Share, Basic                          $0.48          $0.50
    Earnings Per Share, Diluted                         0.47           0.49
    Dividends Per Share                                 0.20           0.20

    Return on Average Equity                          11.97%         14.53%
    Return on Average Assets                           1.21%          1.29%



     CHITTENDEN CORPORATION
     SELECTED QUARTERLY FINANCIAL DATA
     (Unaudited)
     (In thousands, except ratios and per share amounts)
                                    3/31/04        12/31/03       3/31/03

    Selected Financial Ratios
    Return on Average
     Tangible Equity                 20.38%          23.63%        19.95%
    Return on Average
     Tangible Assets                  1.30%           1.40%         1.34%
    Net Yield on Earning Assets       4.17%           4.14%         4.22%
    Efficiency Ratio                 60.34%          59.58%        60.36%

    Tangible Capital Ratio            6.48%           6.02%         5.51%
    Leverage Ratio                    8.28%           7.79%         8.10%
    Tier 1 Capital Ratio             10.36%          10.07%         9.22%
    Total Capital Ratio              11.61%          11.32%        10.47%

    Common Share Data
    Common Shares Outstanding        36,763          36,637        36,420
    Weighted Average Common
     Shares Outstanding              36,719          36,583        33,493
    Weighted Average Common and
     Common Equivalent Shares
      Outstanding                    37,218          37,112        33,799

    Book Value per Share             $16.31          $15.82        $15.14
    Tangible Book Value per Share     $9.82           $9.30         $8.72

    Credit Quality Data
     Nonperforming Assets
      (including OREO)              $20,657         $14,431       $14,981
     90 days past due and
      still accruing                  3,201           4,029         3,106
        Total                       $23,858         $18,460       $18,087
     Nonperforming Assets to
      Loans Plus OREO                 0.55%           0.39%         0.41%
     Allowance to Loans               1.52%           1.54%         1.56%
     Allowance to Nonperforming
      Loans (excluding OREO)        278.85%         400.99%       379.48%

     Gross Charge-offs               $1,251          $4,176        $2,250
     Gross Recoveries                   860           1,444           774
     Net Charge-offs                   $391          $2,732        $1,476

     Net Charge-offs to Average Loans 0.01%           0.08%         0.04%

    QTD Average Balance Sheet Data
    Securities                   $1,533,480      $1,647,313    $1,591,751
    Loans, Net                    3,701,494       3,697,490     3,236,736
    Earning Assets                5,292,868       5,446,055     4,879,771
    Total Assets                  5,792,012       5,959,994     5,224,669
    Deposits                      4,808,334       5,033,498     4,278,877
    Borrowings                      339,983         298,478       406,181
    Stockholders' Equity            586,788         572,508       463,149


SOURCE Chittenden Corporation




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    CONTACT:
    Kirk W. Walters of Chittenden Corporation,
    +1-802-658-4000 or +1-802-660-1561