Item 1. The Business
Organization and Operation
Community Bancorp. (The Corporation) was organized under the laws of the State
of Vermont in 1982 and became a registered bank holding company under the
Bank Holding Company Act of 1956, as amended, in October 1983 when it
acquired all of the voting shares of Community National Bank (the Bank). The
Bank is one of two subsidiaries of the Corporation and principally all of the
Corporation's business operations are presently conducted through it. Liberty
Savings Bank (Liberty), a New Hampshire guaranty savings bank, was acquired by
Community Bancorp. on December 31, 1997, and is presently inactive.
Community National Bank was organized in 1851 as the Peoples Bank, and was
subsequently reorganized as the National Bank of Derby Line in 1865. In 1975,
after 110 continuous years of operation as the National Bank of Derby Line, the
Bank acquired the Island Pond National Bank and changed its name to
"Community National Bank." In the year 2001, the Bank is celebrating it's 150
anniversary, with many activities planned throughout the year.
Community National Bank provides a complete range of retail banking services to
the residents and businesses in northeastern Vermont. These services include
checking, savings and time deposit accounts, mortgage, consumer and commercial
loans, safe deposit and night deposit services, automatic teller machine (ATM)
facilities, credit card services, 24 hour telephone banking and a full line of
personal fiduciary services. The Bank was among the first financial institutions
to offer internet banking to the Northeast Kingdom of Vermont. This service
was first offered to employees in order for them to become more familiar with
it, test the different uses, and work out any potential problems. The Bank then
began offering this service to its customers near the end of the second quarter
of 1999. Additionally, the Bank maintains cash machines in three different
businesses located in the towns of Irasburg, St. Johnsbury and Concord, Vermont.
Competition
The Bank has five offices located in Orleans County, one office in Essex County,
and one office in Caledonia County, all in northeastern Vermont. Its primary
service area is in the towns of Derby and Newport, Vermont, with approximately
59% of its total deposits as of December 31, 2000 derived from that area.
Currently, the Bank is in the process of establishing a full service branch in
Washington County, in the city of Montpelier, Vermont, with future plans for a
loan production and trust office in the town of Barre, Vermont.
The Bank competes in all aspects of its business with other banks and credit
unions in northern Vermont, including two of the largest banks in the state,
which maintain branch offices throughout the Bank's service area. Historically,
competition in Orleans and Essex Counties has come from The Chittenden Trust
Company and The Howard Bank, N.A., a subsidiary of Banknorth Group, Inc.,
based in Burlington, Vermont. The Chittenden Trust Company maintains a branch
office in Newport, and The Howard Bank maintains one office in Barton, one
office in Orleans, and one office in St. Johnsbury. Competition in Caledonia
County comprises of the Passumpsic Savings Bank and Citizens Savings Bank,
both based in St. Johnsbury, Lyndonville Savings Bank and Trust Company, based
in Lyndonville, The Merchants Bank based in Burlington, and with two local credit
unions for deposits and consumer loans.
With recent changes in the regulatory framework of the banking industry, the
competition for deposits and loans has broadened to include not only traditional
rivals such as the mutual savings banks and stock savings banks, but also many
non-traditional rivals such as insurance companies, brokerage firms, mutual
funds and consumer and commercial finance and leasing companies.
Employees
As of December 31, 2000, the Bank employed 93 full-time employees and 18 part-
time employees. Management of the Bank considers its employee relations to be
good.
Regulation and Supervision
Holding Company Regulation - As a registered bank holding company, the
Corporation is subject to on-going regulation supervision and examination by the
Board of Governors of the Federal Reserve System, under the Bank Holding
Company Act of 1956, as amended (the "Act"). A bank holding company for
example, must obtain the prior approval of the Board before it acquires all or
substantially all of the assets of any bank, or acquires ownership or control of
more than 5% of the voting shares of a bank. Prior Federal Reserve Board
approval is also required before a bank holding company may acquire more than
5% of any outstanding class of voting securities of a company other than a bank
or a more than 5% interest in its property.
The Act generally limits the activity in which the Corporation and its
subsidiaries may engage to certain specified activities, including those
activities which the Federal Reserve Board may find, by order or regulation,
to be so closely related to banking or managing or controlling banks as to be
a proper incident thereto.Some of the activities that the Federal Reserve Board
has determined to be closely related to banking are: (1) making, and servicing
loans that could be made by mortgage, finance, credit card or factoring
companies; (2) performing the functions of a trust company; (3) certain leasing
of real or personal property; (4) providing certain financial, banking or
economic data processing services; (5) except as otherwise prohibited by law,
acting as an insurance agent or broker with respect to insurance that is
directly related to the extension of credit or the provision of other financial
services or, under certain circumstances, with respect to insurance that is
sold in certain small communities in which the bank holding company system
maintains banking offices; (6) acting as an underwriter for credit life insurance
and credit health and accident insurance directly related to extensions of credit
by the holding company system; (7) providing certain kinds of management
consulting advice to unaffiliated banks and non-bank depository institutions;
(8) performing real estate appraisals; (9) issuing and selling money order and
similar instruments and travelers checks and selling U.S. Savings Bonds; (10)
providing certain securities brokerage and related services for the account of
bank customers; (11) underwriting and dealing in certain government obligations
and other obligations such as bankers' acceptances and certificates of deposit;
(12) providing consumer financial counseling; (13) providing tax planning and
preparation services; (14) providing check guarantee services to merchants;
(15) operating a collection agency; and (16) operating a credit bureau.
The Corporation does not presently engage, directly or indirectly, in any non-
banking activities.
A bank holding company must also obtain prior Federal Reserve approval in order
to purchase or redeem its own stock if the gross consideration to be paid, when
added to the net consideration paid by the company for all purchases or
redemptions by the company of its equity securities within the preceding 12
months, will equal 10% or more of the company's consolidated net worth.
The Corporation is required to file with the Federal Reserve Board an annual
report and such additional information as the Board may require pursuant to the
Act. The Board may also make examinations of the Corporation and any direct or
indirect subsidiary of the Corporation.
Community Bancorp. and its subsidiaries, Community National Bank and Liberty
Savings Bank, are considered "affiliates" for the purposes of Section 18(j) of
the Federal Deposit Insurance Act, as amended, and Section 23A of the Federal
Reserve Act, as amended. Accordingly, they are subject to limitations with
respect to the Bank's ability to make loans and other extensions of credit to
or investments in the Corporation or in any other subsidiaries that the
Corporation may acquire. The Company is prohibited from engaging in certain
tie-in arrangements in connection with any extension of credit or lease or sale
of any property of the furnishing of services.
Financial Modernization. On March 11, 2000 the federal Gramm-Leach-Bliley
financial modernization act ("Gramm-Leach-Bliley") became effective. Under
Gramm-Leach-Bliley, eligible bank holding companies will be permitted to
become financial holding companies and thereby affiliate with securities firms
and insurance companies and engage in a broader range of activities than is
otherwise permissible for bank holding companies. A bank holding company
is eligible to elect to become a financial holding company and to engage in
activities that are "financial in nature" if each of its subsidiary banks is
well capitalized for regulatory capital purposes, is well managed and has at
least a satisfactory rating under the Community Reinvestment Act ("CRA").
Activities which are deemed "financial in nature" under Gramm-Leach-Bliley
would include securities underwriting, dealing and market making; sponsoring
mutual funds and investment companies; insurance underwriting and agency;
merchant banking activities; and activities that the Federal Reserve Board has
determined to be closely related to banking. Gramm-Leach-Bliley also contains
similar provisions authorizing eligible national banks to engage indirectly
through a financial subsidiary and subject to limitations on investment, in
activities that are financial in nature, other than insurance underwriting,
insurance company portfolio investment, real estate development and real
estate investment, through a financial subsidiary of the bank. In order to be
considered eligible for these expanded activities, the bank must be well
capitalized, well managed and have at least a satisfactory CRA rating.
Implementation of Gramm-Leach-Bliley will likely result in structural changes
to the financial services industry, the full effect of which cannot be predicted
with any certainty.
The Corporation has registered its Common Stock under Section 12(g) of the
Securities Exchange Act of 1934 and is required to file annual and periodic
reports and proxy statements and other information with the Securities and
Exchange Commission.
Interstate Banking and Branching. Under the Riegle-Neal Interstate Banking
and Branching Efficiency Act of 1994, a bank holding company became able to
acquire banks in states other than its home state beginning September 29, 1995,
without regard to the permissibility of such acquisitions under state law, but
subject to any state requirement that the bank has been organized and operating
for a minimum period of time, not to exceed five years, and the requirement that
the bank holding company, prior to or following the proposed acquisition,
controls no more than 10% of the total amount of deposits of insured depository
institutions in the United States and less than 30% of such deposits in that
state (or such lesser or greater amount set by state law).
The Interstate Banking and Branching Act also authorizes banks to merge
across state lines, subject to certain restrictions, thereby creating interstate
branches, and to open new branches in a state in which it does not already
have banking operations if the state enacts a law permitting such de novo
branching.
Capital and Operational Requirements. The Federal Reserve Board, the OCC
and other banking regulators have issued substantially similar risk-based and
leverage capital guidelines applicable to U.S. banking organizations. In
addition, those regulatory agencies may from time to time require that a
banking organization maintain capital above the minimum levels, whether
because of its financial condition or actual or anticipated growth. The Federal
Reserve Board risk-based guidelines define a three-tier capital framework.
"Tier 1 capital" generally consists of common and qualifying preferred
shareholders' equity, less certain intangibles and other adjustments. "Tier 2
capital" and "Tier 3 capital" generally consist of subordinated and other
qualifying debt, preferred stock that does not qualify as Tier 1 capital and
the allowance for credit losses up to 1.25% of risk-weighted assets.
The sum of Tier 1, Tier 2 and Tier 3 capital, less investments in unconsolidated
subsidiaries, represents qualifying "total capital," at least 50% of which must
consist of Tier 1 capital. Risk-based capital ratios are calculated by dividing
Tier 1 capital and total capital by risk-weighted assets. Assets and off-balance
sheet exposures are assigned to one of four categories of risk weights, based
primarily on relative credit risk. The minimum Tier 1 capital ratio is 4% and
the minimum total capital ratio is 8%. The "leverage ratio" requirement is
determined by dividing Tier 1 capital by adjusted average total assets. Although
the stated minimum ratio is 3%, most banking organizations are required to
maintain ratios of at least 100 to 200 basis points above 3%.
Prompt Corrective Action. The Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA"), among other things, identifies five capital
categories for insured depository institutions (well capitalized, adequately
capitalized, undercapitalized, significantly undercapitalized and critically
undercapitalized) and requires the respective U.S. federal regulatory agencies
to implement systems for "prompt corrective action" for insured depository
institutions that do not meet minimum capital requirements within such
categories. FDICIA imposes progressively more restrictive constraints on
operations, management and capital distributions, depending on the category in
which an institution is classified. Failure to meet the capital guidelines could
also subject a banking institution to capital raising requirements. An
"undercapitalized" bank must develop a capital restoration plan and its parent
holding company must guarantee that bank's compliance with the plan. The
liability of the parent holding company under any such guarantee is limited to
the lesser of 5% of the bank's assets at the time it became undercapitalized
or the amount needed to comply with the plan. Furthermore, in the event of the
bankruptcy of the parent holding company, such guarantee would take priority
over the parent's general unsecured creditors. In addition, FDICIA requires
the various regulatory agencies to prescribe certain non-capital standards for
safety and soundness related generally to operations and management, asset
quality and executive compensation and permits regulatory action against a
financial institution that does not meet such standards.
The various federal bank regulatory agencies have adopted substantially
similar regulations that define the five capital categories identified by
FDICIA, using the total risk-based capital, Tier 1 risk-based capital and
leverage capital ratios as the relevant capital measures. Such regulations
establish various degrees of corrective action to be taken when an institution
is considered undercapitalized. Under the regulations, a "well capitalized"
institution must have a Tier 1 capital ratio of at least 6%, a total capital
ratio of at least 10% and a leverage ratio of at least 5% and not be subject
to a capital directive order. An "adequately capitalized" institution must
have a Tier 1 capital ratio of at least 4%, a total capital ratio of at least
8% and a leverage ratio of at least 4%, or 3% in some cases. Under these
guidelines, Community National Bank is considered "well capitalized."
The Federal bank regulatory agencies also have adopted regulations which
mandate that regulators take into consideration concentrations of credit risk
and risks from non-traditional activities, as well as an institution's ability to
manage those risks, when determining the adequacy of an institution's capital.
That evaluation will be made as part of the institution's regular safety and
soundness examination. Banking agencies also have adopted final regulations
requiring regulators to consider interest rate risk (when the interest rate
sensitivity of an institution's assets does not match the sensitivity of its
liabilities or its off-balance sheet position) in the determination of a bank's
capital adequacy. Concurrently, banking agencies have proposed a method-
ology for evaluating interest rate risk. The banking agencies do not intend
to establish an explicit risk-based capital charge for interest rate risk but
will continue to assess capital adequacy for interest rate risk under a risk
assessment approach based on a combination of quantitative and qualitative
factors and have provided guidance on prudent interest rate risk management
practices.
Distributions. The Corporation derives funds for cash distributions to its
shareholders primarily from dividends received from its subsidiary, Community
National Bank. The Bank is subject to various general regulatory policies and
requirements relating to the payment of dividends, including requirements to
maintain capital above regulatory minimums. The prior approval of the
Comptroller of the Currency is required if the total of all dividends declared
by a national bank in any calendar year will exceed the sum of such bank's net
profits for that last year and its retained net profits for the preceding two
calendar years, less any required transfers to surplus. Federal law also
prohibits national banks from paying dividends which would be greater than
the bank's undivided profits after deducting statutory bad debt in excess of
the bank's allowance for loan losses.
In addition, the Corporation and the Bank are subject to various general
regulatory policies and requirements relating to the payment of dividends,
including requirements to maintain adequate capital above regulatory minimums.
The appropriate federal regulatory authority is authorized to determine under
certain circumstances relating to the financial condition of a bank or bank
holding company that the payment of dividends would be an unsafe or unsound
practice and to prohibit such payment. The federal bank regulatory authorities
have indicated that paying dividends that deplete a bank's capital base to an
inadequate level would be an unsound and unsafe banking practice and that
banking organizations should generally pay dividends only out of current
operating earnings.
"Source of Strength" Policy. According to Federal Reserve Board policy, bank
holding companies are expected to act as a source of financial strength to each
subsidiary bank and to commit resources to support each such subsidiary. This
support may be required at times when a bank holding company may not be able
to provide such support. Similarly, under the cross-guarantee provisions of the
Federal Deposit Insurance Act, in the event of a loss suffered or anticipated
by the FDIC--either as a result of default of a banking subsidiary of a bank
holding company or related to FDIC assistance provided to a subsidiary in
danger of default--the other banking subsidiaries of such bank holding company
may be assessed for the FDIC's loss, subject to certain exceptions.
Bank Regulation
- The Bank is a national banking association and subject to
the provisions of the National Bank Act and federal and state statutes and
rules and regulations applicable to national banks. The primary supervisory
authority for the Bank is the Comptroller of the Currency. The Comptroller's
examinations are designed for the protection of the Bank's depositors and not
for its shareholders. The Bank is subject to periodic examination by the
Comptroller and must file periodic reports with the Comptroller containing
a full and accurate statement of its affairs. The deposits of the Bank are
insured by the Federal Deposit Insurance Corporation ("FDIC"). Accordingly,
the Bank is also subject to regulation by the FDIC. Liberty is subject to similar banking regulations and provisions in the state
of New Hampshire.
Effects of Government Monetary Policy
The earnings of the Company are affected by general and local economic
conditions and by the policies of various governmental regulatory authorities.
In particular, the Federal Reserve Board regulates money and credit conditions
and interest rates in order to influence general economic conditions, primarily
through open market operations and United States Government Securities,
varying the discount rate on member bank borrowings, setting reserve
requirements against member and nonmember bank deposits, and regulating
interest rates payable by member banks on time and savings deposits. Federal
Reserve Board monetary policies have had a significant effect on the operating
results of commercial banks, including the Company, in the past and are
expected to continue to do so in the future.
Item 2.
Item 2. Properties
Community Bancorp. does not own or lease real property. The Corporation's
offices are located at the main offices of the Bank. All of the Bank's offices
are located in Vermont. In addition to the main office in Derby, the Bank
maintains facilities located in; City of Newport, Towns of Barton and St.
Johnsbury, and Villages of Island Pond, Troy and Derby Line. Due to its
inactive status, Liberty Savings Bank shares the same address as the main
offices as it does not maintain a facility.
The Bank's main offices are located in a two-story brick building on U.S. Route
5 in Derby, Vermont. The main banking lobby and adjacent offices were
constructed in 1972, expanded in 1978, and the most recent expansion was
completed in July 1993, providing a total of 15,000 square feet at this location.
The main office is equipped with a drive-up facility as well as an Automated
Teller Machine (ATM). Computer and similar support equipment is also located
in the main office building. The building previously housing our computer
equipment serves as a conference center for the Bank as well as various non-
profit organizations, free of charge, upon request.
The Bank owns the Derby Line office located on Main Street in a renovated
bank building. The facility consists of a small banking lobby containing
approximately 200 square feet. An ATM was installed in 1999, replacing the
walk-up window at this office. Now all seven offices of the Bank are equipped
with an ATM.
The Island Pond office is located in the renovated "Railroad Station" acquired
by the town of Brighton in 1993. The Bank leases approximately two-thirds of
the downstairs including a banking lobby, a drive-up window, and an ATM. The
other portion of the downstairs is occupied by an information center, and the
upstairs section houses the Island Pond Historical Society.
The Barton office is located on Church Street, in a renovated facility. This
office is equipped with a banking lobby, a drive-up window, and an ATM. The
facility is leased from Dean M. Comstock, who is a member of the Bank's Barton
Advisory Committee. The lease was entered into in 1985 with a fifteen-year
term, and was renewed in 2000 for an additional 15 years.
The Bank occupies condominium space in the state office building on Main
Street in Newport to house its Newport office. The Bank occupies approximately
3,084 square feet on the first floor of the building for a full service banking
facility equipped with a remote drive-up facility and an ATM. In addition, the
Bank owns approximately 4,400 square feet on the second floor housing our
trust department and an office for our public relations coordinator, with room
for future expansion.
The Bank owns the Troy office located in a relatively new facility. This office
is also equipped with an ATM to provide the same type of limited 24-hour
accessibility as all of the other offices. The marketing department recently
moved into this building in space formerly leased to another business.
The St. Johnsbury office is located at the corner of the I-91 Access Road and
Route 5 in the town of St. Johnsbury. The Bank occupies approximately 2,250
square feet in the front of the Price Chopper building. Fully equipped with an
ATM and a drive-up window, this office operates as a full service banking
facility. This space is leased from Murphy Realty of St. Johnsbury. Peter
Murphy, President of Murphy Realty, is a member of the Bank's St. Johnsbury
Advisory Committee.
The Company has leased approximately 1,500 square feet of office space
located at 95-97 State Street in Montpelier. This office is scheduled to
open at the end of April or the first part of May and will operate as a full
service banking facility.
Item 3.
Item 3. Legal Proceedings
Community National Bank is currently involved in a lawsuit filed on March
23,1998, in the Orleans Superior Court against the State of Vermont. The
issue involves OREO property that is on "filled land" on the shores of Lake
Memphremagog in the City of Newport. According to a so-called "public
trust doctrine", the State of Vermont might have ownership of any lands
created by filling any portion of the navigable waters of the state. The
result of this is that the Bank has been unable to sell these properties for
fair value because some attorneys will not clear title to the property. The
suit filed is an attempt to clear title to said properties by seeking judicial
clarification of the public trust doctrine. The Bank received documents in
mid April pertaining to the ruling of the lawsuit. The judgement was not in
the Bank's favor. On June 23, 2000, The Bank filed an appeal to the Vermont
Supreme Court, but as of this filing, no date has been set for oral arguments.
Regardless of the outcome of the suit, is not likely to have a material impact
on the financial statements of the Bank or consolidated Company.
There are no other pending legal proceedings to which the Company is a party
or of which any of its property is the subject, other than routine litigation
incidental to its banking business.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II.
Item 5.
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
Common Stock Performance by Quarter
Incorporated by reference to Page 35 of the Annual Report to Shareholders for
fiscal year 2000.
Item 6.
Item 6. Selected Financial Data
Following pages
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Incorporated by reference to Pages 23-34 of the Annual Report to Shareholders
for fiscal year 2000.
The Company's Management's Discussion and Analysis of Results of
Operations, Cash Flow and Financial Condition contains certain forward-
looking statements about the results of operations, financial condition and
business of the Company and its subsidiaries. When used therein, the words
"believes," "expects," "anticipates," "intends," "estimates," "plans,"
"predicts," or similar expressions, indicate that management of the Company
is making forward-looking statements.
Forward-looking statements are not guarantees of future performance. They
necessarily involve risks, uncertainties and assumptions. Future results of
the Company may differ materially from those expressed in these forward-
looking statements. Although these statements are based on management's
current expectations and estimates, many of the factors that could influence
or determine actual results are unpredictable and not within the Company's
control. In addition, the Company does not undertake to, and disclaims any
obligation to, publicly release the result of any revisions which may be made
to any forward-looking statements to reflect the occurrence or anticipated
occurrence of events or circumstances after the date of this Report. The
Company claims the protection of the safe harbor for forward-looking
statements provided in the Private Securities Litigation Reform Act of 1995.
Factors that may cause actual results to differ materially from those
contemplated by these forward-looking statements include, among others,
the following possibilities: (1) competitive pressures increase among financial
services providers in the Company's northern New England market area or in
the financial services industry generally, including competitive pressures from
nonbank financial service providers, from increasing consolidation and
integration of financial service providers, and from changes in technology and
delivery systems; (2) interest rates change in such a way as to reduce the
Company's margins; (3) general economic or monetary conditions, either
nationally or regionally, are less favorable than expected, resulting in a
deterioration in credit quality or a diminished demand for the Company's
products and services; and (4) changes in laws or government rules, or the
way in which courts interpret those laws or rules, adversely affect the
Company's business.
Item 7a.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
Incorporated by reference to Pages 23-27 of the Management's Discussion and
Analysis of Financial Condition and Results of Operation in the Annual Report
to Shareholders for fiscal year 2000.
Item 8.
Item 8. Financial Statements and Supplementary Data
The financial statements and related notes of Community Bancorp. and
Subsidiaries are incorporated herein by reference from the Annual Report to
Shareholders for fiscal year 2000, Page 4 through Note 24 on Page 22.
Item 9.
Item 9. Disagreements on Accounting and Financial Disclosures
Inapplicable.
PART III.
Item 10.
Item 10. Directors and Executive Officers of the Registrant
The following is incorporated by reference to the Company's Proxy Statement
for the Annual Meeting of Shareholders to be held on May 8, 2001:
Listing of the names, ages, principal occupations and business experience
of the directors under the caption "ARTICLE I - ELECTION OF DIRECTORS."
Listing of the names, ages, titles and business experience of the executive
officers under the caption "EXECUTIVE OFFICERS."
Information regarding compliance with Section 16(a) of the Securities
Exchange Act of 1934 under the caption "SHARE OWNERSHIP INFORMATION -
Section 16(a) Beneficial Ownership Reporting Compliance.
Item 11A. Executive Compensation
The following is incorporated by reference to the Company's Proxy Statement
for the Annual Meeting of Shareholders to be held on May 8, 2001:
Information regarding compensation of directors under the captions "ARTICLE
I - ELECTION OF DIRECTORS - Directors' Fee and Other Compensation" and
"-Directors' Deferred Compensation Plan."
Information regarding executive compensation and benefit plans under the
caption "EXECUTIVE COMPENSATION."
Information regarding management interlocks and certain transactions under
the caption "ARTICLE I - ELECTION OF DIRECTORS - Compensation Committee
Interlocks and Insider Participation."
Information set forth under the caption "HUMAN RESOURCES COMMITTEE
REPORT."
Information set forth under the caption "STOCK PERFORMANCE GRAPH."
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following is incorporated by reference to the Company's Proxy Statement
for the Annual Meeting of Shareholders to be held on May 8, 2001:
Information regarding the share ownership of management and principal
shareholders under the captions "SHARE OWNERSHIP INFORMATION" and
"ARTICLE I - ELECTION OF DIRECTORS."
Item 13.
Item 13. Certain Relationships and Related Party Transactions
The following is Incorporated by reference to the Company's Proxy Statement
for the Annual Meeting of Shareholders to be held on May 8, 2001:
Information regarding transactions with management under the caption
"ARTICLE I - ELECTION OF DIRECTORS - Transactions with Management."
PART IV.
Item 14.
Item 14. Financial Statement Schedules, Exhibits and Reports on Form 8-K
(a) (1) and (2) Financial Statements
Financial statements are incorporated by reference to the Annual Report to
Shareholders for fiscal year 2000, filed as Exhibit 13 to this report.
(a) (3) Exhibits
The following exhibits are incorporated by reference:
Exhibit 3(i) - Restated Articles of Association filed as Exhibit 1 to the Company's
current report on Form 8-K filed with the Commission on September 8, 1998.
Exhibit 3(ii) - By-laws of Community Bancorp. are incorporated by reference to
Community Bancorp.'s Registration Statement dated May 20, 1983
(Registration No.2-83166).
Exhibit 4 - Indenture dated August 1, 1984 between Community Bancorp. and
Community National Bank as trustee, relating to $750,000 in principal amount of
11% Convertible Subordinated Debentures due 2004 is incorporated by reference
to Community Bancorp.'s Registration Statement dated July 11, 1984 (Registration
No. 2-92147).
Exhibit 10(i) - Directors Deferred Compensation Plan* is incorporated by reference
to pages 25-30 of the Form 10-K filed with the Commission on March 31, 2000.
Exhibit 10(ii) - Description of Supplemental Retirement Plan* is incorporated by
reference to page 30 of the Form 10-K filed with the Commission on March 31, 2000.
Exhibit 10(iii) - Description of the Officer Incentive Plan* is incorporated
by reference to the section of the Company's Proxy Statement for the Annual
Meeting of Shareholders to be held on May 8, 2001, under the caption "EXECUTIVE
COMPENSATION - Officer Incentive Plan."
The following exhibits are filed as part of this report:
Exhibit 11 - Computation of Per Share Earnings
Exhibit 13 - Portions of the Annual Report to Shareholders of Community
Bancorp. for fiscal year 2000, specifically mentioned in this report and
incorporated by reference.
Exhibit 21 - Subsidiaries of Community Bancorp.
Exhibit 23 - Consent of A.M. Peisch & Company
(b) Reports on Form 8-K
	None
______________
*Denotes compensatory plan or arrangement.
Exhibit 21
The subsidiaries of Community Bancorp.are Community National Bank, a banking
corporation incorporated under the Banking Laws of The United States, and
Liberty Savings Bank, a New Hampshire guaranty savings bank.
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Community Bancorp. of our report dated January 5, 2001, included in the 2000
Annual Report to Shareholders of Community Bancorp.
We also consent to the incorporation by reference in the Registration Statement
(Form S-3 No. 33-18535) pertaining to the Community Bancorp. Dividend
Reinvestment Plan and in the Registration Statement (Form S-8 No. 33-44713)
pertaining to the Community Bancorp. Retirement Savings Plan of our report
dated January 5, 2001, with respect to the consolidated financial statements
incorporated herein by reference of Community Bancorp. included in the Annual
Report (Form 10-K) for the year ended December 31, 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
COMMUNITY BANCORP.
BY: /s/ Richard C. White
Date: March 28, 2001
Richard C. White, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.