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Chittenden Reports Earnings and Quarterly Dividend

    BURLINGTON, Vt., Oct. 21 /PRNewswire-FirstCall/ -- Chittenden Corporation
(NYSE: CHZ) Chairman, President and Chief Executive Officer, Paul A. Perrault,
today announced earnings for the quarter ended September 30, 2004 of $19.5
million or $0.42 per diluted share, compared to $19.9 million or $0.43 per
diluted share a year ago. For the first nine months of 2004, earnings were
$55.1 million or $1.18 per diluted share, compared to $55.1 million or $1.23
per diluted share a year ago. Chittenden also announced its quarterly dividend
of $0.18 per share. The dividend will be paid on November 12, 2004, to
shareholders of record on October 29, 2004.
    In making the announcement, Perrault said, "As I reported last quarter, we
completed the most comprehensive information technology conversion in
Chittenden's history.  Because we were just one month into running our banks
on the new system as the third quarter began, there was much activity during
the past quarter dealing with the post-conversion issues that are typical in
an undertaking of this magnitude.  I'm happy to report that with the
extraordinary effort and customer focus that are Chittenden's hallmarks, we
are successfully meeting these challenges and completing the transition to the
systems and processes that will take us into the future.  We continue to be
encouraged by certain aspects of the quarter's financial results, particularly
continued strong loan growth, steady asset quality and net interest margins
that have begun to improve as variable rate loans adjust due to the recent
prime-rate increases."
    Total loans increased $155 million from June 30, 2004 and $256 million
from year-end. The increases were primarily driven by commercial, commercial
real estate and municipal loans. The Company's commercial and commercial real
estate loan portfolios have continued to achieve steady growth throughout the
year with an annualized growth rate of over 15%. Residential real estate loans
increased approximately $21 million from June 30, 2004 driven by growth in the
1-4 family category and home equity lines of credit, which was partially
offset by slightly lower balances in loans secured by multi-family residential
properties. The increase in municipal loans reflects a seasonal trend, as June
30th is historically the low point with respect to borrowing needs of
municipalities, coinciding with their fiscal year-ends.
    Total deposits at September 30, 2004 increased $178 million from the prior
quarter and $123 million from December 31, 2003. The Company experienced solid
deposit growth in CMA/money market accounts and jumbo CDs. This increase was
primarily associated with the Company's municipal and commercial customers.
At September 30, 2004 borrowings declined $26 million from the second quarter
due to lower levels of overnight Fed Funds purchased as a result of higher
deposit levels.  Borrowings also declined approximately $112 million from the
same quarter a year ago, primarily due to the early redemption in late 2003
and early 2004 of FHLB borrowings that were assumed as part of the Granite
Bank acquisition.
    Net interest income was $56.7 million for the third quarter of 2004
compared with $54.7 million for the same period a year ago. The Company's net
interest margin for the third quarter of 2004 was 4.20%, an increase of two
basis points from the second quarter of 2004 and up 22 basis points from the
third quarter of 2003. In the third quarter of 2003, the Company recognized
accelerated purchase accounting amortization of $1.7 million primarily due to
heavy prepayments on Granite's residential mortgages. The accelerated
amortization accounted for 13 basis points of the increase from that period.
    Net charge-offs as a percentage of average loans were 1 basis point for
the quarter ended September 30, 2004, flat with the same period in 2003. Net
charge-offs in the third quarter of 2004 totaled $396,000 compared with
$631,000 in the second quarter of 2004 and $470,000 for the third quarter of
2003. For the first nine months of 2004, net charge-offs totaled $1.4 million
or 4 basis points, compared to $3.1 million or 9 basis points in 2003.
Nonperforming assets were $21.6 million at September 30, 2004, up $941,000
from June 30, 2004. As a percentage of total loans this represented 54 basis
points, flat with the second quarter and up from the third quarter of 2003.
The provision for loan losses was $1.0 million for the third quarter of 2004
compared to $2.0 million for the third quarter of 2003. Continued lower levels
of net charge-offs, and strong asset quality drove the provision for the third
quarter of 2004. As a percentage of total loans, the allowance for loan losses
was 1.47%, down from 1.52% at June 30, 2004, as a result of continued strong
loan growth.
    Noninterest income for the third quarter 2004 declined $2.8 million on a
linked-quarter basis and $7.2 million from the same period a year ago. Lower
mortgage banking revenues and insurance commissions were the primary factors
in the declines.  Gains on sales of loans declined from $7.0 million in the
third quarter of 2003 to $2.3 million in the third quarter of 2004 due to
lower originations of mortgage loans caused by higher market interest rates.
Mortgage servicing income declined from both the third quarter in 2003 and the
second quarter of 2004 due to lower impairment recoveries. Recoveries in the
third quarter of 2003 were $3.3 million compared to $1.7 million in the second
quarter of 2004 and an impairment of $15,000 in the third quarter of 2004.
Insurance commissions declined from the third quarter of 2003 as a result of
lower levels of performance-based income. Net gains on sales of securities
were $186,000 in the third quarter of 2004, compared with $3.3 million in
2003. The prior quarter amount was substantially offset by $2.2 million in
losses on the prepayment of borrowings. The current quarter amount reflects
securities gains of $1.4 million, net of a $1.2 million impairment loss
recognized on the Company's only significant venture capital investment.
Partially offsetting these declines were increases in investment management
and trust income, due to stronger sales and improved equity markets, and other
non interest income, from the $757,000 gain on the sale of a branch in the
third quarter of 2004.
    Noninterest income for the first nine months was $56.5 million in 2004
compared to $74.0 million for 2003.  Mortgage-banking revenues declined $9.7
million primarily due to lower mortgage originations, which resulted from the
increase in mortgage rates. Gains on sales of securities, net of losses on
prepayment of borrowings, declined $11.2 million from 2003. The higher level
of gains in the prior year were substantially offset by $6.8 million in non-
recurring charges related to the Company's decision to convert its core data
processing systems. The remaining gains on sales of securities in 2003 were
the result of rebalancing the investment portfolio due to heavy prepayments on
mortgage backed securities and callable agencies. The declines in mortgage
banking and gains on securities sales were partially offset by higher levels
of investment management and trust income, which was $2.1 million higher than
a year ago, and higher levels of other noninterest income driven by a $1.3
million gain on the sale of two branches.
    Noninterest expenses were $42.8 million for the third quarter of 2004
compared to $46.9 million for the same period a year ago. The decline from the
third quarter of 2003 is primarily attributable to lower salary and benefit
expenses, as well as lower data processing expense. Salaries declined $2.6
million primarily due to lower sales based commissions of $1.6 million and
incentive accruals of $856,000. Benefits expense declined due to lower medical
and dental expenses of $342,000. Data processing expense declined $1.3 million
from the same period a year ago due to the data processing system conversion
in the second quarter of this year.
    Noninterest expenses for the first nine months of 2004 were $133.4 million
compared to $143.3 million for 2003. The decline from the same period a year
ago is primarily attributable to lower salaries, data processing and
conversion and restructuring expenses. Salaries declined $3.9 million from the
first nine months of 2003 primarily due to lower incentive accruals. In
addition, lower levels of sales based commissions for the nine months of 2004
were offset by higher salaries due to the inclusion of the former Granite Bank
branches for the entire nine-month period in 2004 versus only seven months in
2003. Employee Benefits expenses were $1.3 million higher in 2004 due to an
increase in medical and dental benefits expenses. Conversion and restructuring
expense declined from 2003 due to the non-recurring charges accrued in the
second quarter of 2003 related to the Company's decision to convert its core
data processing system.
    The effective income tax rate for the first nine months of 2004 was 36.5%,
compared with 36.2% in 2003. For the third quarter, the effective tax rate was
36.5% in 2004 compared with 35.4% 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 equity was 13.11% for the third quarter of 2004,
compared with 12.40% for the second quarter of 2004 and 14.19% for the third
quarter a year ago. The decrease from the same period in 2003 primarily
resulted from higher average equity. The return on average assets for the
quarter ended September 30, 2004 was 1.31%, an increase of 5 basis points from
the second quarter and a decline of 1 basis point from the third quarter of
last year. The return on average tangible equity was 22.13% in the third
quarter of 2004, compared to 21.01% in the prior quarter and 25.07% in the
same quarter a year ago. A reconciliation regarding the measures included in
these ratios is provided in the attachments to this news release.
    Kirk W. Walters, Executive Vice President and Chief Financial Officer of
Chittenden Corporation, will host a conference call on October 21, 2004 at
10:30 am eastern time to discuss these earnings results.  Interested parties
may access the conference call by calling 800-299-7635, passcode 75416688.
International dial-in number is 617-801-9715.  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
http://www.chittendencorp.com. A replay of the call will be available through
October 28, 2004 by calling 888-286-8010 (International dial number is 617-
801-6888), passcode 10611230. A replay of the call will also be available on
the Company's website at the address above for an extended period of time. 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
1933 and 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
Litigation 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.
    These differences may be the result of various factors, including changes
in general, national or regional economic conditions, changes in loan default
and charge-off rates, reductions in deposit levels necessitating increased
borrowing to fund loans and investments, changes in interest rates, changes in
levels of income and expense in noninterest income and expense related
activities and other risk factors.
    For further information on these risk factors and uncertainties, please
see Chittenden's filings with the Securities and Exchange Commission,
including Chittenden's Annual Report on Form 10-K/A for the year ended
December 31, 2003. Chittenden undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of new information,
future events or other changes.

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



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

    ASSETS         9/30/04     6/30/04      3/31/04     12/31/03     9/30/03


    Cash and Cash
     Equivalents  $165,191    $170,940     $154,178    $174,939   $209,697

    Securities Available
     For Sale    1,458,149   1,412,206    1,473,497   1,588,151  1,653,111
    FRB and FHLB
     Stock          19,243      12,240       20,753      20,753     24,352
    Loans Held For
     Sale           35,723      49,497       32,276      25,262     95,777

    Loans:
     Commercial    770,933     740,410      686,304     658,615    633,221
     Municipal     105,781      66,533       92,338      87,080    106,512
     Real Estate:
     Residential:
     1-4 family    685,714     667,676      666,753     700,671    724,749
     Multi-family  181,622     189,589      182,085     176,478    172,419
     Home equity   287,479     276,640      277,062     270,959    258,664
     Commercial  1,558,221   1,505,880    1,485,031   1,430,945  1,375,027
     Construction  143,871     129,901      138,497     140,801    143,515
      Total Real
       Estate    2,856,907   2,769,686    2,749,428   2,719,854  2,674,374
    Consumer       246,889     249,208      252,097     259,135    267,615

    Total Loans  3,980,510   3,825,837    3,780,167   3,724,684  3,681,722
     Less: Allowance for
      Loan Losses (58,598)    (57,969)     (57,500)    (57,464)   (59,171)
    Net Loans    3,921,912   3,767,868    3,722,667   3,667,220  3,622,551

    Accrued Interest
    Receivable      26,607      27,376       25,582      29,124     29,277
    Other Real Estate
     Owned             987          47           36         100         52
    Other Assets    57,587      64,098       51,834      68,487     61,451
    Premises and
     Equipment, net 82,409      80,241       77,534      75,179     75,624
    Mortgage Servicing
     Rights         12,119      12,562       10,866      12,265     10,615
    Identified
    Intangibles     21,196      21,972       21,978      22,733     23,488
    Goodwill       216,697     216,697      216,431     216,431    216,431

    Total
     Assets     $6,017,820  $5,835,744   $5,807,632  $5,900,644 $6,022,426

    LIABILITIES AND STOCKHOLDERS' EQUITY

    Liabilities:
    Deposits:
     Demand       $907,396    $891,244     $848,758    $898,920   $880,354
     Savings       534,286     541,138      526,625     517,789    523,497
     NOW           903,307     912,175      894,575     899,018    912,563
     CMAs/ Money
      Market     1,603,059   1,491,522    1,472,377   1,604,138  1,617,176
     Certificates
      of Deposit
      less than
      $100,000     755,494     779,492      780,940     789,066    822,634
     Certificates
      of Deposit
      $100,000 and
      Over         388,935     298,721      311,067     260,960    262,137
    Total
     Deposits    5,092,477   4,914,292    4,834,342   4,969,891  5,018,361

    Securities Sold
     Under
     Agreements to
     Repurchase     71,056      75,016       76,051      78,980     79,510
    Other
     Borrowings    182,450     204,122      236,446     208,454    285,857
    Accrued Expenses
     and Other
     Liabilities    60,769      54,452       61,308      63,368     64,427
    Total
     Liabilities 5,406,752   5,247,882    5,208,147   5,320,693  5,448,155

    Stockholders' Equity:
    Common Stock    50,202      50,202       50,196      50,178     50,168
    Surplus        248,828     248,241      247,464     246,938    246,181
    Retained
     Earnings      372,980     361,623      351,569     341,441    329,035
    Treasury Stock,
     at cost      (71,017)    (72,967)     (76,058)    (78,579)   (80,951)
    Accumulated Other Comprehensive Income:
     Unrealized Gains
      on Securities
      Available for
      Sale           5,377     (3,772)       21,964      15,595     25,610
    Directors Deferred
     Compensation to
     be Settled in
     Stock           4,720       4,562        4,381       4,413      4,266
    Unearned Portion
     of Employee
     Restricted
     Stock            (22)        (27)         (31)        (35)       (38)
    Total Stockholders'
     Equity        611,068     587,862      599,485     579,951    574,271

    Total Liabilities
     and Stockholders'
     Equity     $6,017,820  $5,835,744   $5,807,632  $5,900,644 $6,022,426




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

                            For the Three Months         For the Nine Months
                             Ended September 30,         Ended September 30,
                              2004          2003          2004          2003

    Interest Income:
     Loans                 $53,090      $49,434     $152,805     $149,558
     Investment Securities:
      Taxable               14,807       17,648       45,144       54,375
      Tax-favored               13           61           40          148
      Short-term Investments    59           88          119          223
    Total Interest Income   67,969       67,231      198,108      204,304

    Interest Expense:
     Deposits                9,411        9,605       26,139       32,665
     Borrowings              1,889        2,965        5,664        9,930
    Total Interest Expense  11,300       12,570       31,803       42,595

    Net Interest Income     56,669       54,661      166,305      161,709
    Provision for
     Loan Losses             1,025        2,050        2,553        6,150

    Net Interest Income after Provision
     for Loan Losses        55,644       52,611      163,752      155,559

    Noninterest Income:
     Investment Management
      and Trust              4,813        3,983       13,735       11,634
     Service Charges
      on Deposits            4,241        4,583       13,707       13,711
     Mortgage Servicing      (162)        1,275          419        (311)
     Gains on Sales of
      Loans, Net             2,261        6,959        7,057       17,494
     Gains on Sales of
      Securities, Net          186        3,305        2,228       14,349
     Loss on Prepayments
      of Borrowings              -      (2,154)      (1,194)      (2,154)
     Credit Card Income, Net 1,146        1,149        3,076        3,022
     Insurance Commissions,
      Net                    1,389        2,041        5,742        5,185
     Retail Investment
      Services                 715        1,287        2,565        3,497
     Other                   3,252        2,570        9,147        7,611
    Total Noninterest
     Income                 17,841       24,998       56,482       74,038

    Noninterest Expense:
     Salaries               20,652       23,234       63,317       67,183
     Employee Benefits       5,027        5,419       16,677       15,421
     Net Occupancy Expense   5,481        5,977       17,259       17,654
     Data Processing           994        2,319        5,271        6,980
     Amortization of
      Intangibles              776          755        2,303        1,993
     Conversion and
      Restructuring Charges    505            -        1,975        6,800
     Other                   9,376        9,154       26,574       27,264
     Total Noninterest
      Expense               42,811       46,858      133,376      143,295

    Income Before Income
     Taxes                  30,674       30,751       86,858       86,302
    Income Tax Expense      11,196       10,887       31,759       31,221

    Net Income             $19,478      $19,864      $55,099      $55,081


    Earnings Per Share,
     Basic                   $0.42        $0.43        $1.20        $1.24
    Earnings Per Share,
     Diluted                  0.42         0.43        $1.18         1.23
    Dividends Per Share       0.18         0.16         0.52         0.48


    CHITTENDEN CORPORATION
    SELECTED QUARTERLY FINANCIAL DATA
    (Unaudited)
    (In thousands, except ratios and per share amounts)

    Selected
     Financial Ratios      9/30/04   6/30/04    3/31/04   12/31/03    9/30/03
    Return on
     Average Equity        13.11%    12.40%      11.97%     13.66%     14.19%
    Return on
     Average Assets         1.31%     1.26%       1.21%      1.31%      1.32%
    Return on Average
     Tangible Equity (1)   22.13%    21.01%      20.38%     23.63%     25.07%
    Return on Average
     Tangible Assets (1)    1.40%     1.35%       1.30%      1.40%      1.41%
    Net Yield on
     Earning Assets         4.20%     4.18%       4.17%      4.14%      3.98%
    Efficiency Ratio       56.87%    58.05%      60.34%     59.58%     59.87%

    Tangible Capital Ratio  6.46%     6.24%       6.48%      6.02%      5.78%
    Leverage Ratio          8.39%     8.22%       8.28%      7.79%      7.49%
    Tier 1 Capital Ratio   10.51%    10.46%      10.36%     10.07%      9.72%
    Total Capital Ratio    11.76%    11.73%      11.61%     11.32%     10.97%

    Common Share Data
    Common Shares
     Outstanding          46,241     46,135     45,954     45,796     45,654
    Weighted Avg Common
     Shares Outstanding   46,188     46,045     45,899     45,729     45,637
    Weighted Avg Common
     and Common Equivalent
     Shares Outstanding   46,863     46,556     46,522     46,390     46,071

    Book Value per Share  $13.21     $12.74     $13.05     $12.66     $12.58
    Tangible Book Value
     per Share             $8.07      $7.57      $7.86      $7.44      $7.32

    Credit Quality Data
    Nonperforming Assets
     (including OREO)    $21,565    $20,624    $20,657    $14,431    $18,011
    90 days past due and
     still accruing        3,140      3,777      3,201      4,029      3,021
    Total                $24,705    $24,401    $23,858    $18,460    $21,032
    Nonperforming Assets
     to Loans Plus OREO     0.54%      0.54%      0.55%      0.39%      0.49%
    Allowance to Loans      1.47%      1.52%      1.52%      1.54%      1.61%
    Allowance to
     Nonperforming Loans
     (excluding OREO)     284.76%    281.70%    278.85%    400.99%    329.48%

    Gross Charge-offs     $1,654     $1,433     $1,251     $4,176     $1,239
    Gross Recoveries       1,258        802        860      1,444        769
    Net Charge-offs         $396       $631       $391     $2,732       $470

    Net Charge-offs to
     Average Loans          0.01%      0.02%      0.01%      0.08%      0.01%

    QTD Average
     Balance Sheet Data
     Securities       $1,440,938 $1,447,419 $1,530,534 $1,647,313 $1,708,629
    Loans, Net         3,892,431  3,777,039  3,701,494  3,697,490  3,693,594
    Earning Assets     5,414,750  5,294,057  5,292,868  5,446,055  5,496,829
    Total Assets       5,930,272  5,799,583  5,792,012  5,960,054  5,974,552
    Deposits           5,017,991  4,868,682  4,808,334  5,033,498  4,941,066
    Borrowings           267,323    290,730    339,983    298,478    409,621
    Stockholders' Equity 591,137    589,067    586,788    572,512    555,567

    (1) Reconciliation of non-GAAP
     measurements to GAAP
      Net Income (GAAP)  $19,478    $18,154    $17,467    $19,718    $19,864
      Amortization of
       identified intangibles,
       net of tax            504        502        491        491        491
      Tangible Net
       Income (A)        $19,982    $18,656    $17,958    $20,209    $20,355

      Average Equity
       (GAAP)            591,137    589,067    586,788    572,512    555,567
      Average Identified
       Intangibles        21,695     21,960     22,405     23,148     23,926
      Average Deferred
       Tax on Identified
       Intangibles        (6,392)    (6,392)    (6,392)    (6,392)    (6,392)
      Average Goodwill   216,697    216,439    216,431    216,431    215,980
      Average Tangible
       Equity (B)        359,137    357,060    354,344    339,325    322,053

      Return on Average
       Tangible
       Equity (A)/(B)      22.13%     21.01%     20.38%     23.63%     25.07%

      Average
       Assets (GAAP)   5,930,272  5,799,583  5,792,012  5,960,054  5,974,552
      Average Identified
       Intangibles        21,695     21,960     22,405     23,148     23,926
      Average Deferred
       Tax on Identified
       Intangibles        (6,392)    (6,392)    (6,392)    (6,392)    (6,392)
      Average Goodwill   216,697    216,439    216,431    216,431    215,980
      Average Tangible
       Assets (C)      5,698,272  5,567,576  5,559,568  5,726,867  5,714,038

      Return on
       Average Tangible
       Assets (A)/(C)       1.40%      1.35%    1.30%       1.40%       1.41%



SOURCE Chittenden Corporation




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