COMMUNITY BANCORP.
Derby Road
Route 5
Derby, Vermont 05829
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 7, 1996
The Annual Meeting of Shareholders of Community Bancorp. will be held at
the Elks Club, Derby, Vermont, on Tuesday, May 7, 1996, at 5:30 p.m., for the
following purposes:
1. To elect 3 directors to serve until the 1999 Annual Meeting of
Shareholders;
2. To elect 1 director to serve until the 1998 Annual Meeting of
Shareholders;
3. To ratify the selection of the independent public accounting
firm of A.M. Peisch & Company as the Corporation's external auditor
for the fiscal year ending December 31, 1996; and
4. To transact such other business as may properly be brought
before the meeting.
The close of business on March 12, 1996, 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/ Rosemary M. Rowe
ROSEMARY M. ROWE
Secretary
Derby, Vermont
March 29, 1996
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 7, 1996
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
"Corporation") for use at the Annual Meeting of Shareholders to be held on May
7, 1996, 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 March 29, 1996.
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 FOR
the election of the four nominees set forth in the proxy and FOR ratification
of the selection of A.M. Peisch & Company as the Corporation's external
auditor for 1996. 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 Secretary of the Corporation
prior to the voting of the proxy.
Only holders of record of the Corporation's shares of common stock
outstanding as of the close of business on March 12, 1996, 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 1,344,593 shares of the Corporation's common stock
issued and outstanding. Each share is entitled to one vote on all matters
presented to the shareholders for vote. In accordance with Securities and
Exchange Commission ("SEC") rules, the proxy card permits stockholders to
designate whether they wish to vote "for", "against", or "abstain" on any
proposal, or to withhold authority to vote for one or more of the nominees for
director. Under Vermont law, in order for action to be taken on a matter, a
quorum must exist as to that matter, which is defined for this purpose as a
majority of the outstanding shares entitled to vote on the matter. While
abstentions are counted in determining whether a quorum has been reached on a
particular matter, broker non-votes (as defined below) are not counted as they
are not deemed to be "entitled to vote" on such matter. A broker non-vote will
occur when a broker who holds shares in street name for a customer does not
have the authority under applicable stock exchange or broker self-regulatory
organization rules to cast a vote on a particular matter because the matter is
deemed non-discretionary and the broker's customer has not furnished voting
instructions. Abstentions and broker non-votes are tabulated as follows: in
matters requiring the affirmative vote of at least a majority of the votes
cast "for" and "against," abstentions and broker non-votes are not counted and
will not affect the outcome of the vote. In the election of directors, which
is by plurality of the votes cast, broker non-votes will not affect the
outcome of an uncontested election, but will have the effect of aiding the
challenger in a contested election.
All expenses of this solicitation will be paid by the Corporation. This
solicitation of proxies by mail may be followed by a solicitation either in
person, or by letter or telephone by officers of the Corporation or by
officers or employees of its wholly-owned subsidiary, Community National Bank
(sometimes referred to in this proxy statement as the "Bank"). The Corporation
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 the costs thereof.
PRINCIPAL SECURITYHOLDERS
The following table shows the amount of common stock beneficially owned
by all directors, nominees for director and executive officers of the
Corporation as a group.
<TABLE>
<CAPTION>
Amount & Nature of Beneficial
Ownership of Common Stock
------------------------------------
Sole Voting & Shared Voting & Percent of
Investment Power Investment Power Class(1)
--------------------------------------------------
<S> <C> <C> <C>
All Directors, Nominees & Executive
Officers as a Group (12 in number)(2) 127,058 25,915 11.38%
- -------------------
<F1> Percentages assume the exercise of conversion rights held pursuant to the
Corporation's 9% Convertible Subordinated Debentures. Shareholdings
are as of March 12, 1996, except for shares held through the
Corporation's Retirement Savings Plan, which are as of December 31,
1995, the date of the most recent Plan report.
<F2> Share information for the group includes 582 shares that such individuals
have the right to acquire upon conversion of Community Bancorp. 9%
Convertible Subordinated Debentures held by them and 12,869 shares
held indirectly by three of the members of the group by virtue of
their investment in the Community Bancorp. stock fund under the
Corporation's Retirement Savings Plan.
</TABLE>
In addition, as of March 12, 1996, 52,653 shares representing 3.92% of
the Corporation's issued and outstanding shares of common stock were held by
the trust department of Community National Bank. It is the Bank's practice not
to vote such shares unless instructions are received from the beneficial
owner.
The Corporation is not aware of any individual, group, corporation or
other entity owning beneficially more than 5% of the Corporation's outstanding
common stock. The Corporation has no other authorized class of stock.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers and directors to file reports of ownership and changes
in ownership with the Securities and Exchange Commission and to furnish the
Corporation with copies of all such reports. The Corporation 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 1995. Based solely on such review the Corporation believes that all
Section 16 filing requirements applicable to its officers and directors for
1995 were complied with in all material respects.
ARTICLES 1 AND 2
ELECTION OF DIRECTORS
The Articles of Association and the By-laws of the Corporation 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 presently
consists of 9 members and the Board has voted to fix the number of directors
at 9 for the ensuing year. The directors in the class whose term will expire
at the 1996 Annual Meeting of Shareholders are Thomas E. Adams, Jacques R.
Couture and Richard C. White. All three have been nominated to stand for re-
election as directors, to hold office until the 1999 Annual Meeting of
Shareholders or until their successors are elected and qualify. Mr. Roy, whose
term expires at the 1998 Annual Meeting, has decided to retire from the Board
effective at the 1996 Annual Meeting. The directors have nominated Mr. Dale
Wells to fill the vacancy on the Board created by Mr. Roy's retirement. Mr.
Wells has served as a member of the Bank's St. Johnsbury Advisory Board since
its formation in June, 1995. If elected to the Corporation's Board, it is
expected that Mr. Wells will also be elected to serve on the Board of
Directors of the Bank.
Unless authority is withheld, proxies solicited hereby will be voted in
favor of the four nominees listed in the table below. If for any reason not
now known by the Corporation, 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
nine, 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:
<TABLE>
<CAPTION>
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 1999 Annual Meeting:
<S> <S> <C> <C> <C>
Thomas E. Adams Owner, NPC Realty, Inc. 1986 10,350(3) .77%
Age 49 Holland, VT
Jacques R. Couture Dairy Farmer/Maple Producer 1992 809(4) .06
Age 45 Westfield, VT
Richard C. White President, Chief Executive Officer and 1983 25,603(5) 1.90
Age 50 Director, Community Bancorp. and
Community National Bank
Derby, VT
Nominee to serve (if elected) until 1998 Annual Meeting:
Dale Wells President, Dale Wells Building 1,069 .08
Age 50 Contractor, Inc.
Incumbent Directors to serve until 1998 Annual Meeting:
Francis P. Allard Retired, Canadian National Railway, 1993 3,424(6) .25
Age 69 Island Pond, VT
Marcel M. Locke Proprietor, Parkview Garage 1986 2,759(7) .21
Age 57 Orleans, VT
Incumbent Directors to serve until 1997 Annual Meeting:
Anne T. Moore Principal Real Estate Broker, 1993 16,578(8) 1.23
Age 52 Taylor Moore Agency, Inc.
Derby, VT
(insurance and real estate)
Elwood Duckless Past President, Newport Electric Co. 1987 43,192(9) 3.21
Age 55 Newport, VT
Rosemary M. Lalime Principal Broker and Owner, 1985 20,665(10) 1.54
Age 49 All Seasons Realty,
Newport, VT
- -------------------
<F1> Each nominee (other than Mr. Wells) 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 Corporation and
not Community National Bank.
<F2> 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 12, 1996, except for shares held
indirectly through participation in the Community Bancorp. stock fund
under the Corporation's Retirement Savings Plan, which are as of
December 31, 1995, the date of the most recent Plan report.
<F3> Includes 4,309 shares held in an IRA for Mr. Adams' benefit.
<F4> Includes 262 shares held by Mr. Couture jointly with his wife, as to
which voting and investment power is shared.
<F5> Includes 194 shares that Mr. White has the right to acquire upon
conversion of 9% Convertible Subordinated Debentures of the
Corporation held by him; 8,279 shares indirectly owned by Mr. White by
virtue of his participation in the Community Bancorp. stock fund under
the Corporation's Retirement Savings Plan; 333 shares held by Mr.
White's children; 194 shares Mr. White's children have the right to
acquire upon conversion of the Corporation's 9% Convertible
Subordinated Debentures held by them; 623 shares held by Mr. White
jointly with his wife; and 1,652 shares held in an IRA for Mr. White's
benefit. Mr. White has shared voting and investment power over the
shares held by his children and the shares that he owns jointly with
his wife.
<F6> Includes 2,943 shares held by Mr. Allard jointly with his wife, as to
which voting and investment power is shared.
<F7> Includes 1,222 shares held by Mr. Locke jointly with his wife, as to
which voting and investment power is shared.
<F8> Includes 7,697 shares held by Mrs. Moore's husband.
<F9> Includes 358 shares held by Mrs. Duckless, and 7,053 shares held by Mr.
Duckless jointly with his wife. Mr. Duckless has voting and investment
power over the shares held by Mrs. Duckless and the shares held
jointly.
<F10> Includes 2,430 shares held by Mrs. Lalime's husband, and 1,127 shares
held by Mrs. Lalime jointly with her husband as to which voting and
investment power is shared.
</TABLE>
-------------------
Meeting Attendance
The Corporation's Board of Directors held four regular meetings and one
special meeting during 1995. Each incumbent director attended at least 75% of
the aggregate of all such meetings except Anne Moore and George Roy. In
addition, all of the Corporation's directors serve on the Bank's Board of
Directors, which meets on a monthly basis and on various Board committees.
Each of the directors attended at least 75% of the scheduled Board and
committee meetings, with the exception of Mr. Roy due to ill health.
The entire Board of Directors of the Corporation, rather than a
committee of the Board, nominates candidates for election to the Corporation's
Board of Directors. The Board will consider recommendations by shareholders
for nomination as director. Recommendations should be sent, in writing, to the
President of the Corporation on or before January 1 next preceding the Annual
Meeting for which such nomination is sought.
The Corporation's Board of Directors does not have a standing executive
committee. Although the Board of Directors of the Corporation has no standing
audit or personnel committees, similar functions are performed by the Bank's
Board of Directors or its committees. The Bank's Board of Directors and its
audit committee (also known as its Risk Management Committee) review the
findings and recommendations of the Bank's independent public accountants, as
well as the Bank's internal audit procedures, examinations by regulatory
authorities and matters having a material effect on the Bank's financial
position. The present members of the Bank's audit committee are Thomas Adams
(Chairman), Jacques Couture, Elwood Duckless and George Roy. During 1995 the
Bank's audit committee met four times. The functions of the Bank's personnel
committee (also known as its Human Resources Committee) include reviewing and
making recommendations to the Board concerning the compensation of the Bank's
officers and employees. The present members of the Bank's personnel committee
are Thomas Adams, Jacques Couture, Rosemary Lalime, Anne Moore and Richard
White, as well as two officers of the Bank who serve as non-voting members of
the committee. Mr. White does not vote on matters affecting his own
compensation. The Bank's personnel committee met eight times during 1995.
Transactions with Management
Some of the directors and executive officers of the Corporation, 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
Directors of the Corporation who are not salaried employees of the Bank
receive an annual retainer of $2,750 for serving on the Board and a fee of
$250 per Board meeting. Each director of the Corporation also serves as a
director of the Bank. Bank directors who are not salaried employees of the
Bank receive an annual retainer of $2,750, a fee of $250 per Board meeting and
a fee of $250 per committee meeting. 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. In addition to
the fees for meetings of the Bank's Board of Directors and its committees,
each Bank director attends at least six meetings per year of the Bank's local
advisory boards and receives a fee of $250 per meeting, except for Mr. White,
who does not receive any fees for such attendance.
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.
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 Articles 1 and 2.
EXECUTIVE COMPENSATION
The officers of the Corporation did not receive any compensation for
services rendered to the Corporation in 1995, but did receive compensation for
services rendered in their capacities as officers of the Bank.
The following table sets forth the compensation paid to the President
and Chief Executive Officer for services rendered to the Corporation and its
subsidiaries, in all capacities during 1995 and in each of the preceding two
years.
SUMMARY COMPENSATION TABLE
Annual Compensation
<TABLE>
<CAPTION>
All Other
Name and Principal Position Year Salary(1) Bonus(2) Compensation(3)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Richard C. White, 1995 $102,100 $13,092
President, CEO & Director 1994 98,500 $13,182 14,407
1993 93,359 31,119 15,534
- -------------------
<F1> Includes deferrals by Mr. White pursuant to the Corporation's Retirement
Savings (401(k)) Plan, as follows: 1995, $5,764; 1994, $6,481 and
1993, $5,684.
<F2> All bonuses were paid pursuant to the Corporation's Officer Incentive
Plan described below. Bonuses for executive officers for 1995 will be
calculated and paid in second quarter of 1996.
<F3> Includes the following: (i) annual retainers paid to Mr. White for his
service on the Boards of Directors of the Corporation and the Bank
during 1993 in the aggregate amount of $3,000; (ii) discretionary
contributions made by the Corporation for Mr. White's account under
the Corporation's Retirement Savings Plan, described below, as
follows: 1995, $10,210; 1994, $11,167 and 1993, 9,692; and (iii)
matching employer contributions made under the Retirement Savings Plan
for Mr. White's account, as follows: 1995, $2,882; 1994, $3,240 and
1993, $2,842.
</TABLE>
Except for the use of vehicles owned by the Bank by certain officers, no
director or executive officer received any special personal benefits during
1995. 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
of up to 15% of their pre-tax compensation. For 1996 the Plan limits the
maximum annual deferral to $9,500 per participant. This maximum is adjusted
annually for inflation by the Internal Revenue Service. The Corporation 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 Corporation in its sole
discretion. The matching contribution percentage for 1996 has been set at 50%
of the amount deferred for deferrals of up to 5% of compensation. Deferrals in
excess of 5% of compensation were not matched by the Corporation.
In addition to voluntary compensation deferrals and matching employer
contributions, the Corporation may make a discretionary profit sharing
contribution each year. All employees who meet the eligibility requirements of
the Plan receive this contribution, regardless of whether they have made any
compensation deferrals. The contribution is allocated to participants based on
their total compensation plus the excess of their compensation over the Social
Security taxable wage base.
Participants are at all times fully vested in any rollover contributions
from other plans and in their own compensation deferrals. Vesting in any
discretionary employer contribution and in any matching employer contribution
begins after three years of service, with full vesting upon seven years of
service. Participants may direct the investment of their Plan account among
four funds maintained by the Plan trustee, including a Community Bancorp.
stock fund. Generally distribution of Plan accounts is deferred until the
participant's death, disability, retirement or other termination of
employment, 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.
Officer Incentive Plan
The Bank maintains an Officer Incentive Plan (the "Plan") for its
executive and other officers. Each officer 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
other 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, and a weighted average return on
equity over the preceding four year period. The bonus pool under the Plan is
determined according to the following schedule:
<TABLE>
<CAPTION>
IDC Rating Percent of After-Tax Earnings
- ---------------------------------------------------------------
<S> <C>
Below Average 0
Average 1.00%
Excellent 2.75%
Superior 4.50%
Top 3 in State and Superior 6.00%
</TABLE>
<TABLE>
<CAPTION>
Average Return on Equity(1) Percent of After-Tax Earnings
- ---------------------------------------------------------------
<C> <C>
8.75 to 11.00% 0
11.01 to 12.50% 1.25%
12.51 to 14.00% 2.75%
14.01 to 15.50% 3.75%
15.51 to 17.00% 4.75%
17.01 to 18.50% 5.75%
18.51% and over 6.50%
- -------------------
<F1> For calculation of 1995 bonuses, weighted average return on equity gives
40% weight to 1995, 30% to 1994, 20% to 1993 and 10% to 1992.
</TABLE>
The results determined under the formulas in the above two tables are
averaged to determine the amount of the incentive pool for the Bank's
executive officers. The pool is divided into units and these units are
distributed to the four executive officers. The return on equity targets, the
applicable percentages of after-tax earnings and the allocation of the
incentive units among the executive officers are determined by the Personnel
Committee of the Bank's Board of Directors, subject to the approval of the
full Board.
Because the amount of the incentive pool for executive officers depends
in part on the Bank's annual rating by IDC Financial Publishing, Inc., which
is not issued until the second quarter of the following year, 1995 bonus
information for such officers was not yet available as of the date of
preparation of this proxy statement.
The incentive pools for other officers are determined by the following
schedule:
<TABLE>
<CAPTION>
After-Tax Return
on Average Assets Percent of Salary
- -------------------------------------------
<S> <C>
less than 1.00% 0
1.00% to 1.49% 8% of salary
1.50% and over 10% of salary
</TABLE>
Distributions under the Plan to officers (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.
ARTICLE 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed the firm of A.M. Peisch & Company
to continue as independent public accountants for the Corporation for the
fiscal year ending December 31, 1996, subject to ratification of the
appointment by the Corporation's shareholders. A.M. Peisch & Company were
first appointed as independent public accountants of the Corporation for the
1985 fiscal year. Unless otherwise indicated, properly executed proxies will
be voted in favor of ratifying the appointment of A.M. Peisch & Company as the
Corporation's independent certified public accountants for the fiscal year
ending December 31, 1996. No determination has been made as to what action the
Board of Directors will take if the shareholders do not ratify the
appointment.
A representative of A.M. Peisch & Company will be present at the Annual
Meeting. He will be given an opportunity to make a statement if he desires to
do so and will be available to respond to appropriate questions.
Vote Required
Ratification of the selection of the Corporation's independent
accountants for the ensuing year will require the affirmative vote of a
majority of the votes cast "for" and "against."
The Board of Directors recommends a vote FOR Article 3.
ANNUAL REPORT
The Corporation's Annual Report to Shareholders for the fiscal year
ended December 31, 1995, including consolidated financial statements and the
report of A.M. Peisch & Company thereon, accompanies this proxy statement.
SHAREHOLDER PROPOSALS
In order to be included in the proxy material for the 1997 Annual
Meeting, shareholder proposals must be submitted in writing to the Secretary
of the Corporation not later than December 10, 1996, 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 Corporation, in accordance with 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 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 7, 1996
The undersigned hereby appoints Robert W. Darby, Michael H. Dunn and
Roger D. Whitcomb, or any one or more of them, attorney with full power of
substitution in each, to vote 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 7, 1996 at 5:30 p.m.
and at any adjournment thereof.
1. ELECTION OF THREE DIRECTORS (Class expiring in 1999)
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY to vote for
(except as marked to the contrary all nominees listed below
To serve until the 1999 Annual Meeting: THOMAS E. ADAMS, JACQUES R. COUTURE
and RICHARD C. WHITE.
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list above.)
2. ELECTION OF ONE DIRECTOR (Class expiring in 1998)
[ ] FOR NOMINEE LISTED BELOW [ ] WITHHOLD AUTHORITY to vote for the
nominee listed below
To serve until the 1998 Annual Meeting: DALE WELLS
3. To ratify the selection of the independent public accounting firm of A.M.
Peisch & Company as the Corporation's external auditors for the fiscal
year ending December 31, 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, 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 no direction is made, this Proxy
will be voted FOR Items 1, 2 and 3.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
AT ANY TIME BEFORE IT IS EXERCISED.
Dated: ___________________________ ,1996
----------------------------------------
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, or in any other representative
capacity, please so indicate. All joint
owners must sign.
NOT A PROXY COMMUNITY BANCORP.
ANNUAL MEETING OF SHAREHOLDERS
May 7, 1996
DINNER RESERVATION
Immediately following the Annual Meeting to be held at the Elks Club in
Derby, Vermont, on Tuesday, May 7, 1996, 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: ___________________________, 1996
----------------------------------------
Signature
----------------------------------------
Signature
