Merchants Bancshares, Inc. Announces Special Dividend and TrustPreferred Securities IssuanceSOUTH BURLINGTON, VT – The Board of Directors of Merchants Bancshares, Inc.(NASDAQ: MBVT), the parent company of Merchants Bank, today declared a specialcash dividend of $4.50 per share payable December 17, 2004 to shareholders of record asof the close of business on December 10, 2004. The total amount of this special dividendwill be approximately $28.10 million. After looking at several alternatives, MerchantsBoard of Directors has determined that the lower tax rates on dividends provide anopportunity for Merchants to return capital to its shareholders in the form of a specialdividend in a simple, fair and transparent process. Merchants has decided to moveforward with a special dividend as the optimal capital management alternative. Merchantswill remain well capitalized under applicable regulatory guidelines after the specialdividend. Merchants hereby notifies participants in its dividend reinvestment plan that itis temporarily suspending its dividend reinvestment plan, effective as of the date hereofthrough December 18, 2004, in order to permit payment of the special dividend. Alldividend payments will be made in the form of a check.Merchants also plans to participate in a private placement of $20 million of trustpreferred securities, through a newly formed Delaware statutory trust affiliate ofMerchants. The transaction will be part of a pooled trust preferred program. Keefe,Bruyette & Woods, Inc. and FTN Financial Capital Markets, a division of FirstTennessee Bank, N.A., will serve as placement agents in the offering. These hybridsecurities are expected to qualify as regulatory capital for Merchants, up to certainregulatory limits. At the same time they are considered debt for tax purposes, and as such,interest payments are fully deductible. While trust preferred securities have been aregulatory capital funding option for bank holding companies since 1996, there has beenno prior time period where an equivalent level of relative cost effectiveness has existedversus alternative funding options. Upon issuance, the trust preferred securities will bearinterest at a fixed rate for five years, and after five years, the rate will adjust quarterly.The trust preferred securities mature on December 31, 2034, and are redeemable at theCompanys option beginning after five years from issuance. The proceeds from the saleof the trust preferred securities will be used for general corporate purposes, allowingMerchants to pay the special dividend, and at the same time continuing to pursuealternative growth opportunities.Merchants estimates that the payment of the dividend and the issuance of the trustpreferred securities will reduce 2005 net interest income on an after tax basis byapproximately $1.06 million, or approximately 17 cents per share.Mr. Joseph Boutin, President and Chief Executive Officer and Ms. Janet Spitler, ChiefFinancial Officer, will host a conference call to discuss this special dividend payment anddebt issuance at 9:00 a.m. Eastern Time on Friday, December 3, 2004. Interested partiesmay participate in the conference call by dialing (888) 428-4480, the title of the call isSpecial Dividend Conference Call for Merchants Bancshares, Inc. Participants are askedto call in a few minutes prior to the call in order to register. A replay will be availablethrough December 17, 2004. The U.S. replay dial-in number is (800) 475-6701. Theinternational replay dial-in number is (320) 365-3844. The replay access code, regardlessof dial-in location, is 759060.The mission of Merchants Bank is to provide best-in-class community banking servicesin the state of Vermont. This commitment is fulfilled through a community, branch-based,system that includes 35 bank offices throughout Vermont, employees dedicated toquality customer service, and innovative banking products such as Free Checking forLife ®, MoneyLYNX ® money market accounts, and CommerceLYNX ® business bankingproducts. Merchants Bank also includes a trust and investment division, known asMerchants Trust Company, serving individuals and institutions. For more informationabout Merchants Bank visit our website at www.mbvt.com(link is external). Merchants stock is traded onthe NASDAQ National Market system under the symbol MBVT. Member FDIC.Some of the statements contained in this press release constitute forward-lookingstatements. Forward-looking statements relate to expectations, beliefs, projections, futureplans and strategies, anticipated events or trends and similar expressions concerningmatters that are not historical facts. The forward-looking statements reflect Merchantscurrent views about future events and are subject to risks, uncertainties, assumptions andchanges in circumstances that may cause Merchants actual results to differ significantlyfrom those expressed in any forward-looking statement. Forward-looking statementsshould not be relied on since they involve known and unknown risks, uncertainties andother factors that are, in some cases, beyond Merchants control and which couldmaterially affect actual results. The factors that could cause actual results to differmaterially from current expectations include changes in general economic conditions inVermont, changes in interest rates, changes in competitive product and pricing pressuresamong financial institutions within Merchants markets, and changes in the financialcondition of Merchants borrowers. The forward-looking statements contained hereinrepresent Merchants judgment as of the date of this report, and Merchants cautionsreaders not to place undue reliance on such statements. For further information, pleaserefer to Merchants reports filed with the Securities and Exchange Commission.