CHANGE IN CONTROL

“Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities or otherwise; and the terms “controlling” and “controlled” shall have correlative meanings. Without limiting the generality of the foregoing, the Affiliates of the Bank include the Parent and any other direct or indirect Subsidiaries (if any) of the Parent.

“Base Salary” means the higher of (i) the annual base salary of the Executive in effect immediately prior to a Change in Control; or (ii) the annual base salary of the Executive in effect immediately prior to the Executive’s Date of Termination.

“Bonus Amount” means the higher of (i) the amount of the Executive’s target annual cash bonus (but not the Executive’s maximum possible cash bonus) under the Incentive Plan for the year in which

“Business Combination” has the meaning specified in the definition of “Change in Control.”

"Cause" means any one or more of the following:

the willful and continued failure of the Executive to perform substantially the Executive's duties with the Bank or its Affiliates (other than any such failure resulting from the Executive's Disability or any such failure subsequent to delivery to the Executive of a Notice of Termination without Cause or subsequent to delivery by the Executive of a Notice of Termination for Good Reason to the Bank) provided that (a) the Board has delivered to the Executive a written demand for substantial performance which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive's duties and provides the Executive with at least thirty (30) consecutive calendar days to correct such failure and (b) the Executive has failed to correct such failure within such 30 day period to the reasonable satisfaction of the Board; or

the Executive willfully engages in illegal conduct or gross misconduct which is demonstrably and materially injurious to the Bank or its Affiliates; or

the Executive is convicted of, or enters a plea of nolo contendere to, a felony; or

the Executive willfully engages in misconduct that would justify immediate dismissal under any Code of Conduct applicable to the Bank’s employees generally or any special Code of Conduct expressly applicable to the Executive by virtue of his officer title with the Bank or any Affiliate.

"Change in Control" means the occurrence of any one of the following events:

If Incumbent Directors (as defined below) cease for any reason to constitute at least a majority of the Parent Board; or

If any Person is or becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of Parent Voting Securities (as defined below) representing more than

Consummation of a merger, consolidation, share exchange or similar form of corporate transaction involving the Parent or the Bank (a "Business Combination"), unless immediately following such Business Combination all three of the following conditions are satisfied: (A) immediately following consummation of the Business Combination more than fifty percent (50%) of the total voting power of the corporation resulting from such Business Combination (the "Surviving Corporation") or, if applicable, its ultimate parent corporation (the "Surviving Parent Corporation") is held by Persons who were the holders of Parent Voting Securities outstanding immediately prior to such Business Combination; (B) no person (other than any employee benefit plan or trust sponsored, maintained or created by the Surviving Corporation or the Surviving Parent Corporation is or becomes the beneficial owner, directly or indirectly, of thirty percent (30%) or more of the total voting power of the outstanding voting securities of the Surviving Parent Corporation (or, if there is no Surviving Parent Corporation, the Surviving Corporation); and (C) at least a majority of the members of the board of directors of the Surviving Parent Corporation (or, if there is no Surviving Parent Corporation, the Surviving Corporation) are individuals who were Incumbent Directors of the Parent at the time of the Parent Board's approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a "Non-Qualifying Transaction"); or

Consummation of the sale of all or substantially all of the assets of the Parent or the Bank to an entity not owned or controlled (directly or indirectly) by the Parent’s shareholders; or

Liquidation or dissolution of the Parent or the Bank.

“Code” means the Internal Revenue Code of 1986, as amended.

“Confidential Information” means any information, knowledge, or data of any nature and in any form (including information that is electronically transmitted or stored on any form of electronic storage media) relating to the past, current, or prospective business or operations of the Bank and its Affiliates, that at the time or times concerned is not generally known to persons engaged in the financial services business (other than information known by such persons through a violation of an obligation of confidentiality to the Bank or its Affiliates), whether produced by the Bank and its Affiliates or any of their consultants, agents, or independent contractors, or by the Executive, and

"Date of Termination" means (1) the effective date on which the Executive's employment by the Bank terminates (including by reason of Disability), as specified in a prior written notice by the Bank or the Executive (as the case may be) to the other, subject, however, to compliance with applicable notice and cure periods, or (2) if the Executive's employment by the Bank terminates by reason of death, the date of death of the Executive.

"Disability" means the Executive's inability to perform the Executive's then-existing duties with the Bank or its Affiliates on a full-time basis for at least one hundred eighty (180) consecutive days as a result of the Executive's incapacity due to physical or mental illness, as determined by a physician chosen by mutual agreement of the Executive and the Bank. Termination of the Executive’s employment by reason of his Disability after the occurrence of a Change in Control shall be deemed to constitute a Qualifying Termination unless the Bank has complied with Section 6.02.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

"Good Reason" means, without the Executive's express written consent, the occurrence of any of the following events after a Change in Control:

(A) any change in the duties or responsibilities (including reporting responsibilities) of the Executive that is inconsistent in any material and adverse respect with the Executive's positions, duties, responsibilities or status with the Bank or its Affiliates immediately prior to such Change in Control, whether or not accompanied by a change in job or officer title, or (B) a material and adverse change in the Executive's titles or offices with the Bank or its Affiliates as existing immediately prior to such Change in Control;

(A) a material reduction by the Bank in the Executive's rate of annual base salary as in effect immediately prior to such Change in Control (or as such annual base salary may be increased from time to time thereafter), or (B) the failure by the Bank to pay the Executive an annual cash bonus (if any) in respect of the year in which such Change in Control occurs;

any requirement that the Executive be based at any office location that is more than fifty (50) “driving” miles from the Executive's primary Bank office location at the time of the Change in Control;

the failure of the Bank or its Affiliates to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or other material fringe benefit plan in which the Executive is participating immediately prior to such Change in Control or the taking of any action by the Bank or its Affiliates which would materially and adversely affect the Executive's participation in or reduce the Executive's benefits under any such plan, unless (A) the Executive

the failure of the Parent or the Bank to obtain the written assumption (and, if applicable, the guarantee) of this Agreement from any successor (and Surviving Parent Corporation) as contemplated in Section 7.02;

“Incentive Plan” means the Union Bank Short-Term Incentive Performance Plan, and shall include any successor or comparable short-term incentive plan adopted by the Bank, the Parent or any Surviving Corporation or Surviving Parent Corporation, as the case may be.

“Incumbent Director” means (A) any individual who, on the date of this Agreement, is a member of the Board of the Parent; (B) any individual becoming a director of the Parent subsequent to the date of this Agreement, whose election or nomination for election was approved by a vote of at least two-thirds (2/3) of the Incumbent Directors then on the Parent Board (either by a specific vote or by approval of the proxy statement of the Parent in which such person is named as a nominee for director).

“Non-Qualifying Transaction” has the meaning specified in the definition of “Change in Control.”

“Parent Voting Securities” means the capital stock of the Parent entitled to vote in the election of directors.

“Person” means a natural person, company, limited partnership, general partnership, limited liability company or partnership, joint venture, association, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and a government or agency or political subdivision thereof; provided, however, that for purposes of the definitions of “Change in Control” and “Affiliate,” “Person” shall be as defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

"Protection Period" means the two (2) year period beginning with a Change in Control and ending two (2) years following such Change in Control.

"Qualifying Termination" means a termination of the Executive's employment after a Change in Control and during the Protection Period in a manner that constitutes a Separation from Service under Section 409A, for any reason other than (i) by the Bank (A) with Cause, or (B) on account of the Executive’s Disability (subject to compliance with Section 6.02), or (ii) by the Executive without Good Reason; or (iii) as a result of the death or Retirement of the Executive.

"Retirement" means the voluntary termination of the Executive's employment with the Bank and its Affiliates: (A) on or after the first of the month coincident with or next following the Executive's attainment of age sixty-five (65), or (B) on such later date as may be provided in a written agreement between the Bank and the Executive.

“Revocation Period” means the period for revocation by the Executive of an executed Waiver and Release following a Qualifying Termination, as provided in Exhibit A hereto.

“Section 409A” means Section 409A of the Code, and the regulations and other guidance promulgated thereunder.

“Separation from Service” has the meaning set forth in Section 409A.

"Subsidiary" means any corporation or other entity in which the Parent or the Bank: (A) has a direct or indirect ownership interest of fifty percent (50%) or more of the total combined voting power of then-outstanding securities or equity interests of such corporation or other entity entitled to vote generally in the election of directors, or (B) has the right to receive fifty percent (50%) or more of the distribution of profits or fifty percent (50%) of the assets upon liquidation or dissolution.

“Surviving Corporation” and “Surviving Parent Corporation” have the meanings specified in the definition of “Change in Control.”

Notwithstanding anything to the contrary in this Agreement, if the Tax Consultant (as defined below) determines that any Payment (as defined below) to the Executive would be subject to the Excise Tax (as defined below), the Tax Consultant shall determine the Reduced Amount. For purposes of the Tax Consultant’s calculation, the value of a Payment shall mean the economic present value of a Payment as of the date of the Change in Control (or such other date as required pursuant to Section 280G of the Code), as determined by the Tax Consultant pursuant to Section 280G using the discount rate required by Section 280G(d)(4).

The Tax Consultant shall provide to the Bank and the Executive a copy of its calculation. All determinations made by the Tax Consultant under this Section 4.01 shall be binding upon the Bank and the Executive and shall be made within thirty (30) days after a termination of the Executive's employment. All fees and expenses of the Tax Consultant pursuant to this Section 4.01 shall be borne solely by the Bank.

For purposes of this Section 4.01, the following definitions shall apply:

“Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

“Payment” shall mean any payment or distribution by the Bank in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive that is contingent on a Change in Control, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise.

“Reduced Amount” shall mean the greatest amount of Payments that can be paid to the Executive that would not result in the imposition of the Excise Tax upon the Executive.

“Tax Consultant” shall mean an independent accounting firm or independent tax counsel designated by the Bank and reasonably acceptable to the Executive.

The payments and benefits provided under this Agreement are designed to comply with one or more of the exceptions to Section 409A. To the extent that such payments do not comply with one or more of the exceptions to Section 409A, the Bank may, in its sole and absolute discretion, reduce or delay payments hereunder or make other such modifications with respect to the pay and benefits hereunder as it reasonably deems necessary to comply with one or more of the exceptions to Section 409A. Notwithstanding the terms of this Agreement, if the Executive is a “specified employee” under Section 409A, only amounts exempt from Section 409A as a

All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Bank or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

To the extent that any payment or benefit described in this Agreement constitutes non-qualified deferred compensation under Section 409A, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s separation from service. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).

accept employment from, or act as a consultant or advisor to, any other financial institution, lender, trust company or other financial service provider entity (a “Competitor”) at any business office of such Competitor (including without limitation any bank branch, loan production office, trust office or operations center), located within a fifty (50) “air” mile radius from Morrisville, Vermont; or

suggest to or advise any customer of the Bank to withdraw, curtail, or cancel his or her or its business with the Bank; or

call on, cause, suggest, or induce others to call on, any customer of the Bank or otherwise solicit their business; or

solicit, entice, hire, or attempt to hire or employ any employee of the Bank or the Parent.

All notices, requests, demands, waivers, instructions or other communications required or permitted under this Agreement shall be in writing and will be deemed to have been duly given only if mailed or hand delivered to a party at the following address:

A written notice of the Executive's termination of employment by the Bank for Cause or due to Disability or by the Executive for Good Reason, as the case may be, to the other Party shall comply with Article 6 hereof.

the Bank,

any companies controlled by, controlling or under common control with the Bank, and any predecessors, successors or assigns to the foregoing (together with the Bank, the “Union Affiliates”)

the Union Affiliates' compensation, benefit, incentive (including, but not limited to, individual incentive, annual incentive, long-term incentive and annual bonus), pension, welfare, equity compensation and other plans and arrangements, and any predecessor or successor to any such plans and arrangements (including the sponsors, administrators, fiduciaries and advisors of any such plan and/or arrangements), and

any of the Union Affiliates' current or former officers, directors, agents, executives, employees, attorneys, insurers, shareholders, predecessors, successors or assigns (the parties referred to in the foregoing clauses (i) through (iv) are referred to herein collectively as the “Released Parties”)

(A) Any claims relating to the Executive's hiring, employment or termination; (B) any claims relating to any alleged discrimination, harassment or retaliation on any basis; (C) any claims arising from any legal restrictions on an employer's right to separate its employees; (D) any claims for compensation and benefits; (E) any claim on account of, arising out of or in any way connected with the alleged termination of the Executive's employment without “cause” or for “good reason”; (F) any claim on account of, arising out of or in any way connected with any medical, dental, life insurance or other welfare benefit plan or any pension or equity compensation plan; (G) any claim of breach of employee handbooks, manuals or other policies; and (H) any claim of wrongful or constructive discharge; and

Those arising under any law relating to sex, age, race, color, religion, handicap or disability, harassment, veteran status, sexual orientation, retaliation, or national origin discrimination including, without limitation, any rights or claims arising under Title VII of the Civil Rights Act of 1866 and 1964, as amended, 42 U.S.C.§§ 1981 and 2000(e),et seq.; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (the “ADEA”), as amended, 29 U.S.C. §§ 621, et seq., as amended by the Older Workers Benefit Protection Act (the “OWBPA”); the Employee Retirement Income Security Act of 1974; the Family and Medical Leave Act, 29 U.S.C. §§ 2601 et seq.; the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§12,101, et seq.; Sections 806 and 1107 of the Sarbanes-Oxley Act of 2002; the Fair Labor Standards Act of 1938, 29 U.S.C. §§ 201, et seq.; the National Labor Relations Act, 29 U.S.C. §§151, et seq.; the Occupational Safety and Health Act, 29 U.S.C. §§ 651, et seq.; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101, et seq.; and any similar state or local laws, as any such federal or state or local laws may be amended from time to time; and

Any claim for reinstatement, compensatory damages, back pay, front pay, interest, punitive damages, special damages, legal and/or attorneys' fees, expenses and litigation costs including expert fees.

The Bank has advised the Executive to consult with his/her own attorney regarding the execution of this Waiver and Release and the Executive has read and fully understands all of the provisions of this Waiver and Release.

The Executive has at least forty-five (45) days in which to review and consider this Waiver and Release.

The Executive waives any right to assert any claim or demand for reemployment with the Union Affiliates.

(If applicable) The Executive acknowledges receipt of the attached OWBPA Notice containing the titles and ages of employees who are eligible and ineligible for this program in the Executive's decisional unit.

The Executive is voluntarily signing this Waiver and Release.