Edgar Filing: COMMUNITY BANCORP /VT

SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

(Amendment No. )

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14a-6(e)(2))
[X] Definitive Proxy Statement
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[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

COMMUNITY BANCORP.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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April, 2003

Dear Fellow Shareholders:

You are cordially invited to the Annual Meeting of the Shareholders
of Community Bancorp., which will be held at 5:30 P.M. at the Elks Club,
Derby, Vermont, on Tuesday, May 6, 2003. As in prior years, a dinner will
be served following the meeting.

I have enclosed our proxy materials and our Annual Report for 2002
for your review. I encourage you to sign, date and return your proxy card
promptly so that your shares will be represented and can be voted at the
meeting whether or not you are present in person. You may withdraw your
proxy and vote in person at the meeting if you choose to do so.

Thank you for your continued support of Community Bancorp. I look
forward to seeing you at the annual meeting.

Sincerely,

COMMUNITY BANCORP.

/s/ Richard C. White

Richard C. White
President & CEO

RCW/cb
Enclosures

[LOGO] COMMUNITY BANCORP.
Derby Road
Route 5
Derby, Vermont 05829

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 6, 2003

The Annual Meeting of Shareholders of Community Bancorp. will be held
at the Elks Club, Derby, Vermont, on Tuesday, May 6, 2003, at 5:30 p.m.,
for the following purposes:

1. To elect three directors to serve until the Annual Meeting of
Shareholders in 2006;

2. To ratify the selection of the independent public accounting
firm of Berry, Dunn, McNeil & Parker as the Company's external
auditor for the fiscal year ending December 31, 2003; and

3. To transact such other business as may properly be brought
before the meeting.

The close of business on March 11, 2003, has been fixed as the record
date for determining shareholders entitled to notice of, and to vote at,
the Annual Meeting.

By Order of the Board of Directors,

/s/ Chris Bumps

CHRIS BUMPS
Corporate Secretary

Derby, Vermont
April 1, 2003

YOUR PROXY IS ENCLOSED. PLEASE FILL IN, DATE, SIGN AND RETURN YOUR PROXY
PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE WHETHER OR NOT YOU PLAN TO
BE PRESENT AT THE MEETING. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE
MEETING. IT IS IMPORTANT THAT YOU RETURN YOUR COMPLETED PROXY PROMPTLY.

COMMUNITY BANCORP.
Derby Road
Route 5
Derby, Vermont 05829

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
May 6, 2003

This proxy statement is furnished in connection with the solicitation
of proxies by or on behalf of the Board of Directors of Community Bancorp.
(the "Company") for use at the Annual Meeting of Shareholders to be held on
Tuesday, May 6, 2003, at 5:30 p.m. at the Elks Club in Derby, Vermont or at
any adjournment or adjournments thereof. The proxy statement and
accompanying proxy card are first being sent to shareholders on or about
April 1, 2003.

Proxy cards duly executed and returned by a shareholder will be voted
as directed on the card. If no choice is specified, the proxy will be voted
(1) FOR the election of the three nominees set forth in the proxy; and (2)
FOR ratification of the selection of Berry, Dunn, McNeil & Parker as the
Company's external auditor for 2003. If other matters are voted upon,
persons named in the proxy and acting thereunder will vote in accordance
with the recommendations of management pursuant to the discretionary
authority conferred in the proxy. Any proxy may be revoked by written
notice to the Corporate Secretary of the Company before it is voted.

Only holders of record of the Company's shares of common stock
outstanding as of the close of business on March 11, 2003, the record date
for the meeting, will be entitled to notice of and to vote at the meeting.
As of the record date, there were 3,756,675 shares of the Company's common
stock issued and outstanding. Each share is entitled to one vote on all
matters presented to the shareholders for vote.

In order to constitute a quorum, shares of common stock representing
a majority of the total voting power of such shares outstanding on the
record date must be present in person or represented by proxy at the annual
meeting. In accordance with Vermont law, the Company intends to count as
present for purposes of determining the presence or absence of a quorum,
shares present in person but not voting and shares for which it has
received proxies but with respect to which holders thereof have withheld
voting authority or abstained from voting. Furthermore, shares represented
by proxies returned by a broker holding such shares in nominee or "street"
name will be counted for purposes of determining whether a quorum exists,
even if such shares are not voted on matters where discretionary voting by
the broker is not allowed under applicable securities industry rules
("broker non-votes").

Directors will be elected by a plurality of the votes cast. Withheld
votes and broker non-votes, if any, are not treated as votes cast and,
therefore, will have no effect on the proposal to elect directors. Approval
of the proposal to ratify the Company's independent accountants, as well as
approval of any other matter that may be brought before the meeting, would
require that more votes are cast in favor, than are cast against the
matter. Abstentions from voting and broker non-votes, if any, are not
treated as votes cast and therefore, would have no effect on the vote to
ratify the Company's independent accountants or to approve any such other
matter.

All expenses of this solicitation will be paid by the Company. This
solicitation of proxies by mail may be followed by a solicitation either in
person, or by letter or telephone by officers of the Company or by officers
or employees of its wholly-owned subsidiary, Community National Bank
(sometimes referred to in this proxy statement as the "Bank"). The Company
has requested banks, brokers and other similar agents or fiduciaries to
forward proxy materials to beneficial owners of stock and, if requested,
will reimburse them for their costs.

SHARE OWNERSHIP INFORMATION

The following table shows the amount of common stock beneficially
owned by all directors, nominees for director and executive officers of the
Company as a group.

Amount & Nature of Beneficial
Ownership of Common Stock
-------------------------------
Sole Voting Shared Voting
& Investment & Investment Percent of
Power Power Class(1)
------------ ------------- ----------

All Directors, Nominees & Executive
Officers as a Group (12 in number)(2) 388,001 61,780 11.97%

___________
Shareholdings are as of March 11, 2003, except for shares held in an
IRA account, which are as of February 28, 2003.
Share information for the group includes 70,840 shares held
indirectly by four of the members of the group by virtue of their
investment in the Community Bancorp. stock fund under the Company's
Retirement Savings Plan.

In addition, as of March 11, 2003, 430,552 shares (11.46% of the
Company's issued and outstanding common stock) were held in fiduciary
capacity by the Company's affiliated trust and investment management
company, Community Financial Services Group, LLC ("CFSG"), including
229,631 shares, or 6.1%, held for the account of participants in the
Company's Retirement Savings ((401(k)) Plan. It is CFSG's practice not to
vote shares of the Company's common stock unless instructions are received
from the beneficial owner.

Except as set forth above, the Company is not aware of any
individual, group, corporation or other entity owning beneficially more
than 5% of the Company's outstanding common stock. The Company has no other
authorized class of stock.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors to file reports of ownership and changes
in ownership with the Securities and Exchange Commission (SEC) and to
furnish the Company with copies of all such reports. The Company has
reviewed the copies of the Section 16 reports filed by the directors and
officers, or written representations from them that no Forms 5 were
required to be filed for 2002. Based solely on such review, the Company
believes that all Section 16 filing requirements applicable to its officers
and directors for 2002 were complied with, except for a late filing of a
Form 4 report for Rosemary M. Rowe in connection with a sale on August 29,
2002 of 1,308 shares in her 401(k) Plan account. On that same date, the
Sarbanes-Oxley Act took effect which, among other things, created an
accelerated, two-business day timetable for the filing of most reports
under Section 16. Ms. Rowe's Form 4 report was filed with the SEC in paper
form three business days after the sale, and, accordingly was deemed one
business day late under the new accelerated filing requirements of the
Sarbanes-Oxley Act. The Company has since instituted electronic filing of
Section 16 reports, which should facilitate compliance with the accelerated
filing timetable in the future.

ARTICLE 1
ELECTION OF DIRECTORS

The Articles of Association and the By-laws of the Company provide
for a Board of no fewer than nine and no more than twenty-five directors,
to be divided into three classes, as nearly equal in number as possible,
each class serving for a period of three years. The Board of Directors
currently consists of ten members and the Board has voted to maintain the
number of directors at ten for the ensuing year. The directors in the class
whose term will expire at the 2003 Annual Meeting of Shareholders are
Elwood Duckless, Rosemary M. Lalime and Anne T. Moore, and each will stand
for re-election to a three year term at the Annual Meeting.

Unless authority is withheld, proxies solicited hereby will be voted
in favor of the three nominees to hold office until the 2006 Annual Meeting
of Shareholders or until their successors are elected and qualify. If for
any reason not now known by the Company, any of such nominees should not be
able to serve, proxies will be voted for a substitute nominee or nominees
designated by the Board of Directors, or to fix the number of directors at
fewer than ten, as the directors in their discretion may deem advisable.

The following table sets forth certain information concerning each of
the nominees and other incumbent directors:

Community Bancorp.
Director of Common Stock
Community Beneficially Owned
Principal Bancorp. and Percent of
Name and Age Employment Since (1) Class (2)
------------ ---------- ----------- ------------------

Nominees to serve (if elected) until 2006 Annual Meeting:

Elwood Duckless Past President, 1987 131,525(3) 3.50%
Age 62 Newport Electric Co.
Newport, VT

Rosemary M. Lalime Principal Broker and Owner 1985 48,381 1.29%
Age 56 All Seasons Realty
Newport, VT

Anne T. Moore Principal Real Estate Broker 1993 22,676 .60%
Age 59 Taylor Moore Agency Inc.
Derby, VT
(insurance and real estate)

Incumbent Directors to serve until 2005 Annual Meeting:

Thomas E. Adams Owner, NPC Realty, Inc. 1986 25,158(4) .67%
Age 56 Holland, VT

Jacques R. Couture Dairy Farmer/Maple Producer 1992 4,510(5) .12%
Age 52 Westfield, VT

Richard C. White President, Chief Executive Officer 1983 65,517(6) 1.74%
Age 57 and Director, Community Bancorp.
and Community National Bank
Derby, VT

Incumbent Directors to serve until 2004 Annual Meeting:

Michael H. Dunn Book Dealer 1998 71,274(7) 1.90%
Age 61 Derby, VT

Marcel M. Locke Former Proprietor, Parkview Garage 1986 10,044(8) .27%
Age 64 Orleans, VT

Stephen P. Marsh Vice President, Treasurer and 1998 47,562(9) 1.27%
Age 55 Director, Community Bancorp.;
Executive Vice President, Chief
Financial Officer and Director,
Community National Bank
Derby, VT

Dale R. Wells President, 1996 5,682 .15%
Age 57 Dale Wells Building Contractor, Inc.
St. Johnsbury, VT

____________
Each nominee and incumbent director is also a director of Community
National Bank. The dates indicated in the table reflect only service
on the Board of Directors of the Company and not Community National
Bank.
Except as otherwise indicated in the footnotes to the table, the
named individuals possess sole voting and investment power over the
shares listed. Shareholdings are as of March 11, 2003, except for
shares held in Mr. White's IRA, which are as of February 28, 2003.
Includes 22,378 shares held in trust for the benefit of Mrs.
Duckless. Mr. Duckless has shared voting and investment power over
the shares held in trust for Mrs. Duckless.
Includes 10,473 shares held in an IRA for Mr. Adams' benefit.
Includes (i) 2,458 shares held by Mr. Couture jointly with his wife,
as to which voting and investment power is shared; and (ii) 61 shares
held in a custodial account for Mr. Couture's minor child.
Includes (i) 41,941 shares indirectly owned by Mr. White by virtue of
is participation in the Community Bancorp. stock fund under the
Company's Retirement Savings Plan; (ii) 4,877 shares held in an IRA
for Mr. White's benefit; and (iii) 2,206 shares held by Mr. White
jointly with his wife, as to which voting and investment power is
shared.

(footnotes continued on following page)

Includes 8,274 shares held by a Company of which Mr. Dunn is
President and over which he has sole voting power.
Includes 4,446 shares held by Mr. Locke jointly with his wife, as to
which voting and investment power is shared.
Includes (i) 29,378 shares held by Mr. Marsh jointly with his wife,
as to which voting and investment power is shared; and (ii) 17,302
shares indirectly owned by Mr. Marsh by virtue of his participation
in the Community Bancorp. stock fund under the Company's Retirement
Savings Plan.

___________

Corporate Governance, Meeting Attendance and Board Committees

During 2002 the Board approved certain changes to the Company's
Bylaws, designed to enhance the Company's corporate governance structure.
These include changes to the Board's committee structure, such as
authorization for a corporate governance and nominating committee,
independence qualifications for service on that committee as well as on the
audit and compensation committee, and provisions for governance in the
event of a national emergency. The Board intends to implement the changes
in committee structure during 2003 and to take other action they deem
appropriate to respond to the changes in applicable law and regulation as a
result of enactment of the Sarbanes-Oxley Act.

The Company's Board of Directors held four regular meetings and five
special meetings during 2002. Each incumbent director attended at least 75%
of the aggregate of all such meetings. In addition, all of the Company's
directors serve on the Bank's Board of Directors (which meets monthly) and
on various Board committees. Each of the directors attended at least 75% of
the scheduled Bank Board and committee meetings.

The Company's Board of Directors does not have standing executive,
compensation or nominating committees. Compensation Committee functions
were performed in 2002 and prior years by the Bank's compensation committee
(known as its Human Resources Committee). That committee's responsibilities
include reviewing and making recommendations to the Board concerning the
compensation of the Bank's officers and employees. The current members of
the Bank's Human Resources Committee are Thomas Adams, Michael Dunn,
Rosemary Lalime, Stephen Marsh, Dale Wells and Richard White. In addition,
the Bank's Human Resources Officer attends meetings of the Committee but is
not a member and does not vote on matters considered by the Committee. Mr.
White and Mr. Marsh do not vote on matters affecting their own
compensation. The Bank's Human Resources Committee met three times during
2002. A report of the Human Resources Committee regarding executive
compensation is set forth elsewhere in this proxy statement under the
caption "HUMAN RESOURCES COMMITTEE REPORT."

In 2001, the Company's Board of Directors approved the appointment of
an Audit Committee to perform the audit-related functions for the Company
and its subsidiaries which were previously performed at the bank level by
the Bank's Risk Management Committee. The current members of the Audit
Committee are Thomas Adams (Chair), Jacques Couture, Michael Dunn and Anne
Moore. An Audit Committee charter was also adopted by the full Board in
2001, which sets forth the duties and responsibilities of the Committee.

Each of the members of the Company's Audit Committee is independent
within the meaning of the listing standards of the National Association of
Securities Dealers (NASD). In order to be considered independent under
those standards as presently in effect, a director must not have (i) been
employed by the Company or any of its affiliates during the past three
years; (ii) accepted any compensation from the Company or its affiliates in
excess of $60,000 during the previous fiscal year, except for compensation
for Board service, and certain retirement and other plan benefits;
(iii) had an immediate family member who during the past three years was an
executive officer of the Company or any of its affiliates; (iv) been a
principal of any other for-profit business to which the Company made or
from which it received payments that exceed the greater of $200,000 or 5%
of the other entity's annual consolidated gross revenues in any of the past
three years; or (v) been an executive officer of any other entity, if any
of the Company's executives serve on that other entity's compensation
committee. The NASD is in the process of revising these independence
standards in response to enactment last year of the Sarbanes-Oxley Act.

During 2002 the Bank's Audit Committee met seven times. A report of
the Bank's Audit Committee is set forth elsewhere in this proxy statement
under the caption "AUDIT COMMITTEE REPORT."

Compensation Committee Interlocks and Insider Participation

The Company is not aware of the existence of any interlocking
relationships between the senior management of the Company and that of any
other company.

Transactions with Management

Some of the incumbent directors, nominees and executive officers of
the Company, and some of the corporations and firms with which these
individuals are associated, are customers of Community National Bank in the
ordinary course of business, or have loans outstanding from the Bank, and
it is anticipated that they will continue to be customers of and indebted
to the Bank in the future. All such loans were made in the ordinary course
of business, do not involve more than normal risk of collectibility or
present other unfavorable features, and were made on substantially the same
terms, including interest rates and collateral, as those prevailing at the
same time for comparable Bank

transactions with unaffiliated persons, although directors were generally
allowed the lowest interest rate given to others on comparable loans.

Directors' Fees and Other Compensation

Directors of the Company who are not salaried employees of the Bank
receive an annual retainer of $4,500 for serving on the Board and a fee of
$250 per Board meeting. During 2002, each director of the Company also
served as a director of the Bank. Bank directors who are not salaried
employees of the Bank receive an annual retainer of $4,500, a fee of $250
per Board meeting and a fee of $250 per committee meeting. In addition to
the fees for meetings of the Bank's Board of Directors and its committees,
each Bank director attends at least seven meetings per year of the Bank's
local advisory boards and receives a fee of $250 per meeting, except for
Mr. White and Mr. Marsh, who do not receive any fees for such attendance.
This fee structure is intended to compensate the Bank's directors for
attendance at Board meetings as well as for the time spent by them in
activities directly related to their service on the Board for which they
receive no additional compensation, including but not limited to attendance
at the annual directors' retreat and attendance at educational seminars or
programs on pertinent banking topics.

Directors who have served on the Board of the Company and/or the Bank
for at least five years and who are not salaried employees of the Bank are
entitled to receive upon retirement from the Board a lump sum payment of
$1,000 for each year of Board service. For this purpose, service rendered
as a director of the Company and of the Bank is not compensated separately.
The retirement benefits under this arrangement represent a general
unsecured obligation of the Company and no assets of the Company or the
Bank have been segregated to satisfy the Company's obligations under the
arrangement.

From time to time directors perform evaluations of loan collateral
for the Bank and are reimbursed for such services at the rate of $25 per
hour.

Directors' Deferred Compensation Plan

Under the terms of the Company's Deferred Compensation Plan for
Directors, directors of the Company and/or the Bank may elect to defer
current receipt of some or all of their director fees. Deferrals are
credited to a cash account which bears interest at the rate in effect for
the Bank's three-year certificate of deposit, as adjusted from time to
time. Payments are deferred until the participant's retirement, death or
disability, or at an earlier or later date elected by the participant.
Amounts deferred and accumulated interest represent a general unsecured
obligation of the Company and no assets of the Company or the Bank have
been segregated to satisfy the Company's obligations under the Plan.

Vote Required

Election of a nominee for director will require a plurality of the
votes cast in the election.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ARTICLE 1.

AUDIT COMMITTEE REPORT

The Audit Committee's primary responsibility is to oversee the
Company's financial reporting process and to report the results of its
activities to the Board. Management is responsible for preparing the
Company's financial statements and the independent auditors are responsible
for auditing those statements.

Among the responsibilities of the Audit Committee include
recommending to the Board an accounting firm to be engaged as the Company's
independent auditors. Additionally, and as appropriate, the Audit Committee
reviews and evaluates, discusses and consults with the Company's
management, the Company's internal audit personnel and its independent
auditors, regarding the following matters:

* The plan for, and the independent auditors' report on, the
audit of the Company's financial statements;

* The Company's financial disclosure documents, including all
financial statements and reports filed with the SEC or sent to
shareholders;

* Changes in the Company's auditing practices, principles,
controls or methodologies, or in the Company's financial
statements;

* Significant developments in auditing rules;

* The adequacy of the Company's internal auditing controls, and
its accounting, financial and auditing personnel; and

* The establishment and maintenance of an environment within the
Company that promotes and encourages quality financial
reporting, sound business risk practices and ethical behavior.

The Audit Committee is responsible for recommending to the Board that
the Company's financial statements be included in the Company's annual
report. The Committee took a number of steps in making this recommendation
for 2002. First, the Committee discussed with A.M. Peisch &

Company, LLP, the Company's independent accountants for 2002, those matters
A.M. Peisch & Company, LLP communicated to and discussed with the Committee
under Statement on Auditing Standards No. 61 (Communications with Audit
Committees), including information regarding the scope and results of the
audit. These communications and discussions are intended to assist the
Audit Committee in overseeing the financial reporting and disclosure
process. Second, the Committee discussed A.M. Peisch & Company, LLP's
independence with, and received a letter from, A.M. Peisch & Company, LLP
concerning their independence from the Company and its management as
required under Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees). This discussion and disclosure informed
the Committee of A.M. Peisch & Company, LLP's independence and assisted the
Committee in evaluating such independence. Finally, the Committee reviewed
and discussed the Company's financial statements with the Company's
management.

Based on the discussions with A.M. Peisch & Company, LLP, on the
independence discussions, and on the financial statement review, the Audit
Committee recommended to the Board that the financial statements be
included in the Company's 2002 Annual Report on Form 10-K.

In November of 2002, the Audit Committee formally put the auditing
function out to bid, identified five qualifying firms, conducted interviews
with three of those firms, including A.M. Peisch & Company, LLP, and
ultimately decided to hire the independent auditing firm of Berry, Dunn,
McNeil & Parker as the Company's independent auditors for 2003. While the
Company has been well satisfied with the services provided by A.M. Peisch &
Company, the Committee felt that we should engage a different auditing firm
to provide a fresh perspective in reviewing the Company's financial
statements.

The Committee is aware of the requirements of the Sarbanes-Oxley Act
and is diligently addressing those requirements.

Submitted by the Community Bancorp. Audit Committee

Thomas E. Adams (Chair) Michael H. Dunn
Jacques R. Couture Anne T. Moore

HUMAN RESOURCES COMMITTEE REPORT

The Bank's Human Resources Committee reviews and makes
recommendations to the full Board of the Bank on all compensation and
benefits issues relating to the President and Chief Executive Officer
("CEO") and other executives of the Bank. The recommendations relating to
the CEO are formulated at the time of Mr. White's annual performance
evaluation, which usually occurs in June. Mr. White makes recommendations
to the Committee with respect to the compensation of the other executive
officers, which are then acted on by the Committee and recommended to the
full Board.

The Committee and Board believe they have designed a compensation
package for the executive officers that will attract and retain competent
senior management for the Bank and provide for appropriate rewards for both
personal and Bank performance.

To reach these objectives, the Bank provides for a base salary which
is reviewed annually in relation to each individual's performance and a
cash bonus as a short term incentive, the amount of which depends upon the
Bank's performance. (The Bank's Officer Incentive Plan is described
elsewhere in this proxy statement.) The Bank does not currently provide for
long term incentives, such as stock options or similar benefits.

In determining appropriate salary levels, the Committee and the Board
review not only various individual and corporate performance indicators,
but also annual salaries and short term incentives provided by similar
companies to their senior officers. In 2002, the Bank employed the services
of the Human Resources Consulting Division of Gallagher, Flynn & Company,
LLP to conduct an analysis of its compensation program and to develop
competitive salary ranges for officers and other exempt positions. The Bank
adopted recommended salary ranges for these positions, including a range
for President & CEO of $125,000 to $185,000.

Resources used by Gallagher, Flynn & Company include Financial
Institutions Compensation Survey Results 2001 (FISB), Sheshunoff
Compensation and Benefits Survey Data 2001, Independent Community Bankers
Association Survey 2001 (ICBA), Watson Wyatt Financial Institutions
Compensation Survey 2001/2002 (WW), and the Bank Administration Institute
2001 study (BAI).

In Mr. White's case, the Board's annual review process includes
consideration of his self-evaluation covering certain key elements of his
written job description, including strategic planning, establishment and
overall implementation of operating policies, management of shareholder and
community relations and regulatory matters. The Board also undertakes its
own evaluation of Mr. White, reviewing various matters, including
leadership, planning and organization abilities, creativity and problem
solving, CRA (community reinvestment) and compliance.

Mr. White's strong performance in each of these areas resulted in the
adjustment (effective July 1, 2002) of his annual base salary rate from
$142,500 to $170,000, representing a 19.3% increase.

The table below illustrates Mr. White's base salary in 2001 and 2002
in relation to his peers at comparable companies as indicated in the
compensation surveys listed above:

Mr. White 2001 $142,500
Mr. White 2002 $170,000
Survey 25th Percentile Median 75th Percentile
----------------------------------------------------------------------
FISC 2001 $100,000 $152,289 $231,943
Sheshunoff $117,375 $181,930 $211,880
ICBA $118,000 $150,000 $183,750
WW $152,500 $171,000 $205,500
BAI $145,400 $165,100 $195,100

The Committee also reviews, and makes recommendations to the full
Board relating to major personnel policies including compensation and
benefit programs for other officers and staff. The Committee oversees the
administration of all of the Bank's compensation and benefit plans,
including the Bank's Officer Incentive Plan and the Company's 401(k) Plan,
and reviews the investment performance of plan trustees.

The Committee comprises four non-employee directors plus the CEO, the
Chief Financial Officer ("CFO") and the Vice-President-Human Resources.
None of these participates in recommendations or decisions pertaining to
their own salary and benefits although CEO White does participate in
recommendations and decisions regarding the compensation of the CFO and the
Vice President - Human Resources.

Community National Bank Human Resources Committee

Thomas E. Adams Rosemary M. Lalime
Michael H. Dunn Dale R. Wells
Stephen P. Marsh Richard C. White
Kathryn M. Austin

Pursuant to the rules and regulations of the Securities and Exchange
Commission, neither the foregoing Audit Committee Report, the foregoing
Human Resources Committee Report nor the material set forth below under the
caption "STOCK PERFORMANCE GRAPH" shall be deemed to be filed with the SEC
for purposes of the Securities Exchange Act of 1934, nor shall either of
such Reports or such other material be deemed to be incorporated by
reference in any past or future filing by the Company under the Securities
Exchange Act of 1934 or the Securities Act of 1933, as amended.

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total shareholder return
(stock price appreciation plus reinvested dividends) on the Company's
common stock with the cumulative total return of the NASDAQ Composite Index
and the NASDAQ Bank Stock Index for the five years ended December 31, 2002.
Both indices are unmanaged indices maintained by NASDAQ.

Community Bancorp. NASDAQ Composite NASDAQ Banks
Value Value Value
End of End of End of
Quarter/Year Period Period Period
------------ ------------------ ---------------- ------------

Dec-97 $100.00 $100.00 $100.00
Mar-98 $166.66 $112.75 $120.59
Jun-98 $160.46 $120.66 $133.63
Sep-98 $171.30 $102.67 $127.90
Dec-98 $148.25 $139.63 $182.79
Mar-99 $169.07 $156.74 $176.78
Jun-99 $165.30 $171.05 $188.58
Sep-99 $140.34 $174.88 $169.99
Dec-99 $134.66 $259.13 $170.81
Mar-00 $128.10 $283.88 $154.57
Jun-00 $138.08 $252.56 $151.22
Sep-00 $148.08 $233.89 $179.67
Dec-00 $161.22 $157.32 $195.87
Mar-01 $177.59 $117.19 $190.19
Jun-01 $188.16 $137.52 $212.69
Sep-01 $214.54 $ 95.44 $208.03
Dec-01 $235.07 $124.20 $215.61
Mar-02 $236.68 $117.51 $236.21
Jun-02 $245.91 $ 93.18 $242.97
Sep-02 $268.65 $ 74.64 $222.13
Dec-02 $285.33 $ 85.05 $225.35

___________
* Compares cumulative total shareholder return (stock price appreciation
plus reinvested dividends) on the Company's common stock with the
cumulative total return of the NASDAQ Composite Index and NASDAQ Bank
Stock Index for the five years ended December 31, 2002, assuming an
initial investment of $100 at the end of 1997 and reinvestment of
dividends during the periods indicated. Stock price information for the
Company's common stock used in the comparison is based on information
reported in the OTC Bulletin Board(R) maintained by NASDAQ and has not
been retroactively adjusted to reflect the effect of a 5% stock
dividend declared in 2002, which the Company deems immaterial.

EXECUTIVE OFFICERS

The following table sets forth certain information regarding the
executive officers of the Company.

Position(s) with the Company and Subsidiaries
Name and Age and Occupation for the Past Five Years
------------ ---------------------------------------------

Richard C. White, 57 President, Chief Executive Officer and Director,
Community Bancorp. and Community National Bank

Stephen P. Marsh, 55 Vice President, Treasurer and Director, Community
Bancorp.; and Executive Vice President, CFO and
Director, Community National Bank

Rosemary M. Rowe, 61 Vice President, Community Bancorp.; and Senior
Vice President, Community National Bank

Alan A. Wing, 58 Vice President, Community Bancorp.; and Senior
Vice President Community National Bank

EXECUTIVE COMPENSATION

The officers of the Company did not receive any compensation for
services rendered to the Company in 2002 and prior years, but did receive
compensation for services rendered in their capacities as officers of the
Bank.

The following table shows annual compensation for services rendered
in all capacities to the Company and its subsidiary during each of the
preceding three years paid to each executive officer of the Company whose
total salary and bonus in 2002 exceeded $100,000.

Summary Compensation Table
Annual Compensation

Name and
Principal All Other
Position Year Salary (1) Bonus (2) Compensation (3)
--------- ---- ---------- --------- ----------------

Richard C. White, 2002 $158,623 $31,279 $30,623
President, CEO & Director of the Company 2001 141,948 26,647 26,668
and the Bank 2000 133,870 18,881 22,456

Stephen P. Marsh, 2002 103,195 19,550 24,622
Vice President, Treasurer & Director of 2001 92,386 16,654 21,839
the Company; Executive Vice President, 2000 86,107 15,105 20,272
CFO & Director of the Bank

Alan A. Wing, 2002 89,924 15,640 21,172
Vice President of the Company; 2001 83,558 13,323 19,429
Senior Vice President of the Bank 2000 76,980 15,105 18,467

___________
Includes voluntary salary deferrals pursuant to the Company's
Retirement Savings (401(k)) Plan, as follows: (i) for Mr. White,
2002, $9,376; 2001, $8,332; and 2000, $7,544; (ii) for Mr. Marsh,
2002, $6,065; 2001, $5,420; and 2000, $5,030; and (iii) for Mr. Wing,
2002, $5,219; 2001, 4,791; and 2000, $4,555.
All bonuses were paid under the Bank's Officer Incentive Plan
(described below) in the year indicated, for services rendered in the
prior year. Bonuses for services rendered in 2002 will be calculated
and paid in the second quarter of 2003.
Includes the following for Mr. White: (i) discretionary contributions
made by the Company for Mr. White's account under the Company's
Retirement Savings Plan, described below, as follows: 2002, $25,935;
2001, $12,892; and 2000, $9,977; (ii) matching employer contributions
made under the Retirement Savings Plan for his account, as follows:
2002, $4,688; 2001, $4,166; and 2000, $3,772; and (iii) contributions
made under the Company's Money Purchase Plan (discontinued in 2002),
follows: 2001, $9,610; and 2000, $8,707. Includes the following for
Mr. Marsh: (i) discretionary contributions made by the Company for
Mr. Marsh's account under the Company's Retirement Savings Plan,
described below, as follows: 2002, $21,589; 2001, $12,914; and 2000,
$11,988; (ii) matching employer contributions made under the
Retirement Savings Plan for his account, as follows: 2002, $3,033;
2001, $2,710; and 2000, $2,515; and (iii) contributions made under
the Company's Money Purchase Plan, as follows: 2001, $6,215; and
2000, $5,769. Includes the following for Mr. Wing: (i) discretionary
contributions made by the Company for Mr. Wing's account under the
Company's Retirement Savings Plan, described below, as follows: 2002,
$18,562; 2001, $11,511; and 2000, $10,940; (ii) matching employer
contributions made under the Retirement Savings Plan for his account,
as follows: 2002, $2,610; 2001, $2,396; and 2000, $2,278; and (iii)
contributions made under the Company's Money Purchase Plan, as
follows: 2001, $5,522; and 2000, $5,249.

Except for the use of vehicles owned by the Bank by certain officers,
no director or executive officer received any special personal benefits
during 2002. In policy and practice, the Bank does not provide special
personal benefits to directors or officers.

Retirement Savings Plan

Employees who are age 21 or over and who have completed at least one
year of service (as defined in the plan) are eligible to participate in the
Community Bancorp. and Designated Subsidiaries' Retirement Savings Plan
(the "Plan"). The Plan contains features of a so-called 401(k) plan which
permit participants to make voluntary compensation deferrals on a tax-
deferred basis. For 2003 the Plan limits the maximum annual deferral per
participant to the lesser of 100% of compensation or $12,000. This maximum
is adjusted annually for inflation by the Internal Revenue Service. The
Company will make a discretionary matching contribution to the account of
participants equal to a percentage of the amount deferred. The matching
contribution percentage is established from time to time by the Company in
its sole discretion. The matching contribution percentage for 2003 has been
set at 50% of the amount deferred for deferrals of up to 5% of
compensation. Deferrals in excess of 5% of compensation are not matched by
the Company.

Participants are at all times fully vested in any rollover
contributions from other plans and in their own compensation deferrals.
Vesting in any matching employer contribution begins after one year of
service, with full vesting upon six years of service. Vesting in any
discretionary employer contribution begins in the first year of service,
with full vesting upon seven years of service. Participants may direct the
investment of their Plan account among several funds maintained by the Plan
trustee, including a Community Bancorp. stock fund. Distribution of Plan
accounts is generally deferred until the participant's death, disability or
retirement, except in cases of financial hardship (as defined in the Plan).
Benefits are subject to income tax upon distribution and certain early
withdrawals may be subject to an additional 10% penalty tax. Distribution
of Plan benefits may be in the form of an annuity, a lump sum in cash, or
in certain circumstances, common stock of the Company.

In addition to voluntary compensation deferrals and matching employer
contributions, the Company in 2002 made an annual discretionary profit
sharing contribution for the account of the four executive officers. The
amount of the contribution is determined annually based on a calculation of
the maximum allowable deductible contribution that the Company is permitted
to make on behalf of the executives, but subject to the annual contribution
limitations of the Internal Revenue Code. The amount of the contribution
made to Mr. White's, Mr. Marsh's and Mr. Wing's account for each of the
preceding three years is disclosed in the footnotes to the summary
compensation table set forth above.

Officer Incentive Plan

The Bank maintains an Officer Incentive Plan (the "Plan") for its
executive officers and vice presidents. Each executive officer or vice
president having at least one year of service is eligible to participate in
the Plan. Under the Plan, two separate incentive pools are established, one
for the four executive officers and another for all non-executive officer
vice presidents.

Executive Officers. The incentive bonus pool for executive officers
is determined by the Bank's annual rating issued by IDC Financial
Publishing, Inc., an industry-wide recognized ranking service, under the
following formula:

Percent of
IDC Rating After-Tax Earnings
---------- ------------------

Below Average 0
Average 1.00%
Excellent 2.75%
Superior 3.75%
Top 3 in State and Superior 3.75%

The incentive pool determined under the above formula is allocated
among the four executive officers based on fixed percentages. Messrs.
White, Marsh and Wing were entitled to 40%, 25% and 20%, respectively, of
the incentive pool for 2001. Incentive payments made to Messrs. White,
Marsh and Wing during the preceding three years are shown in the summary
compensation table. The applicable percentages of after-tax earnings and
the percentage allocation of the incentive pool among the executive
officers are reviewed periodically by the Human Resources Committee and the
Bank's Board of Directors and may be modified in the Board's discretion.

Because the amount of the incentive pool for executive officers
depends on the Bank's annual rating by IDC Financial Publishing, Inc.,
which is not issued until the second quarter of the following year, 2002
bonus information for such officers was not yet available as of the date of
preparation of this proxy statement.

Vice Presidents. The incentive pool for Vice Presidents (other than
executive officers) is determined under the following schedule:

After-Tax Return
on Average Assets Percent of Salary
----------------- -----------------

less than 1.00% 0
1.00% to 1.49% 8% of salary
1.50% and over 10% of salary

Several Vice Presidents are eligible to receive individual incentive
awards based upon the attainment of specific performance goals. These
individual incentives are in lieu of incentive payments under the Officer
Incentive Plan and may exceed the amount of the bonuses otherwise payable
under such Plan. Vice Presidents who do not meet the individual performance
incentives remain eligible to receive an incentive payout under the above
Officer Incentive Plan formula.

Distributions under the Plan to Vice Presidents (other than executive
officers) are ordinarily payable in January for services rendered during
the preceding fiscal year.

Although the Board of Directors of the Bank presently intends to
maintain an officer incentive plan, it may revise or replace the Plan at
any time with a new one. As a matter of policy, the Board views incentive
compensation as an important component of officer compensation since it
appropriately links the Bank's performance with the compensation of those
employees in the best position to contribute significantly to the Bank's
profitability.

Supplemental Retirement Plan

The Board of Directors has adopted a Supplemental Retirement Plan for
Messrs. White and Marsh and the other executive officers of the Bank to
replace estimated benefits lost as a result of the previous termination of
the Bank's defined benefit pension plan. The plan is intended to provide an
annual benefit at retirement approximating 75% of the average annual bonus
received by the officer during the years prior to retirement. It is
estimated that this benefit, combined with the projected benefits under the
Bank's 401(k) plan, will be approximately equal to the benefit that would
have been provided to the executive officers under the terminated defined
benefit pension plan. Benefit payments are funded by annual contributions
to a special purpose trust.

ARTICLE 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

Change in Independent Auditors

On December 10, 2002, the Audit Committee informed the Board of
Directors that it had approved a change in the Company's external auditors.
As of such date the Company elected not to continue the engagement of A.M.
Peisch & Company, LLP ("A.M. Peisch") following completion of the 2002
year-end audit. The Company has engaged the independent auditing firm of
Berry, Dunn, McNeil and Parker to serve as the Company's external auditors
for 2003, subject to ratification by the Company's shareholders. The Audit
Committee and Board are satisfied with the professional competence and
standing of A.M. Peisch and did not have any disagreement with A.M. Peisch
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure during the two most recent
fiscal years. A.M. Peisch had not issued a report in the last two fiscal
years containing either a disclaimer or an adverse or qualified opinion,
nor had A.M. Peisch subsequently modified any of its reports as to
uncertainty, audit scope or accounting principles. In accordance with the
rules of the Securities and Exchange Commission, A.M. Peisch has furnished
a letter to the Company, addressed to the Commission, stating that it
agrees with the foregoing statements.

Audit Fees

The aggregate amount of the fees billed by A.M. Peisch for its audit
of our annual financial statements for 2002 and for its reviews of our
unaudited interim financial statements included in reports filed by us
under the Exchange Act during that year was $60,650.

Financial Information Systems Design and Implementation

During 2002, we did not pay any fees to A.M. Peisch for financial
information systems design and implementation services.

All Other Fees

The aggregate amount of fees billed by A.M. Peisch for all other
services rendered to us during 2002 was $40,300. Of that total, $12,500 was
paid for services relating to tax consultation and tax return preparation,
$12,800 was paid for information technology review services (but not
including systems design or implementation) and $15,000 was paid for
compliance services, other general consultation services and out-of-pocket
expenses.

The Audit Committee has considered whether the non-audit services
rendered by A.M. Peisch are compatible with maintaining their independence.

No determination has been made as to what action the Audit Committee
or the Board of Directors will take if the shareholders do not ratify the
appointment of Berry, Dunn, McNeil and Parker as the Company's independent
auditors for 2003.

The Company has been advised that a representative of each of A.M.
Peisch and Berry, Dunn, McNeil & Parker will be present at the Annual
Meeting. They will be given an opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.

Vote Required

Ratification of the selection of the Company's independent auditors
for the ensuing year will require that more votes be cast "for" than
"against" the proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ARTICLE 2.

ANNUAL REPORT

The Company's Annual Report to Shareholders for the fiscal year ended
December 31, 2002, including consolidated financial statements and the
report of A.M. Peisch & Company, LLP thereon, accompanies this proxy
statement.

SHAREHOLDER PROPOSALS

Under the rules and regulations of the Securities and Exchange
Commission, the Company will be permitted to use its discretionary
authority conferred in the proxy card for the annual meeting to vote on a
shareholder proposal or director nominee even if the proposal or nominee
has not been discussed in the Company's proxy statement, unless the
shareholder-proponent has given timely notice to the Company of his or her
intention to present the proposal or nominee for vote at the meeting.
Assuming timely notice has been given, the proxies will only be voted on
the matter pursuant to the grant of discretionary authority if the Company
has described the proposal in the proxy statement and indicated how the
persons named as proxies intend to vote on the matter. In order to be
considered timely for consideration at the 2004 annual meeting, the
shareholder-proponent must furnish written notice to the Company of the
proposal or nominee no later than January 6, 2004.

If a shareholder seeks to have his or her proposal included in the
Company's proxy materials for the 2004 annual meeting, the notification
deadline is earlier than noted in the preceding paragraph.

In order to be included in the proxy material for the 2004 annual meeting,
shareholder proposals must be submitted in writing to the Secretary of the
Company not later than December 9, 2003, and must comply in all respects
with applicable rules and regulations of the Securities and Exchange
Commission relating to such inclusion. Any such proposal will be omitted
from or included in the proxy material at the discretion of the Board of
Directors of the Company, subject to such rules and regulations.

OTHER MATTERS

As of the date of this proxy statement, the Board of Directors knows
of no business that may come before the 2003 Annual Meeting except as set
forth above. If any other matters should properly come before the meeting,
it is expected that proxies will be voted on such matters in accordance
with the recommendations of management.

PROXY COMMUNITY BANCORP.
Proxy for Annual Meeting of Shareholders
May 6, 2003

The undersigned hereby appoints Leonard Lippens and Joseph Queenin, and
each of them individually, as his or her lawful agents and proxies with
full power of substitution in each, to vote all of the common stock of
Community Bancorp. that the undersigned is (are) entitled to vote at the
Annual Meeting of Shareholders to be held at the Elks Club, Derby, Vermont,
on Tuesday, May 6, 2003 at 5:30 p.m. and at any adjournment thereof.

1. ELECTION OF THREE DIRECTORS (Class expiring in 2006)

[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed
contrary) below

To serve until the Annual Meeting in 2006: ELWOOD DUCKLESS, ROSEMARY M.
LALIME and ANNE T. MOORE.

(INSTRUCTION: To withhold authority to vote for any individual nominee
while voting in favor of the others, strike a line through the nominee's
name in the list above.)

2. TO RATIFY THE SELECTION OF THE INDEPENDENT PUBLIC ACCOUNTING FIRM OF
BERRY, DUNN, MCNEIL & PARKER AS THE COMPANY'S EXTERNAL AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2003.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(continued and to be signed on other side)

In their discretion, the persons named above are authorized to act upon
such other business as may properly come before the meeting or any
adjournment thereof. If any such business is presented, it is the
intention of the proxies to vote the shares represented hereby in
accordance with the recommendations of management.

This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholders. If this Proxy is properly executed
but no direction is made, this Proxy will be voted FOR Items 1 and 2.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED.

Dated: _______________________, 2003

____________________________________
Signature(s) of Shareholder(s)

____________________________________
Signature(s) of Shareholder(s)
Please sign exactly as name is
printed on this proxy. When signing
as attorney, executor,
administrator, trustee, guardian,
officer, or in any other
representative capacity, please so
indicate. All joint owners should
sign.

NOT A PROXY COMMUNITY BANCORP.
ANNUAL MEETING OF SHAREHOLDERS
May 6, 2003

DINNER RESERVATION

Immediately following the Annual Meeting to be held at the Elks Club in
Derby, Vermont, on Tuesday, May 6, 2003, at 5:30 p.m., a dinner will be
served for all registered shareholders. Please indicate below whether you
plan to attend the dinner.

I/We ____ will ____ will not attend the dinner. If stock is held jointly,
indicate the number attending the dinner. [ ] One [ ] Two

If you are voting by proxy, please complete and return this card, along
with your fully-executed proxy card, in the enclosed postage paid envelope.
You should also complete and return this dinner reservation card in the
enclosed postage paid envelope even if you plan to vote your shares in
person rather than by proxy.

Dated: _______________________, 2003

____________________________________
Signature