COMMUNITY BANCORP, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 9, 1996
________________________________________________
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of
Shareholders of Community Bancorp, Inc. ("Corporation") will be
held at the Main Office of the Corporation, 17 Pope Street,
Hudson, Massachusetts, on Tuesday, April 9, 1996 at 10 o'clock
a.m., for the purpose of considering and voting upon the
following matters:
To fix the number of Directors who shall constitute the
full Board of Directors at eleven.
To elect as Directors the five individuals listed as
nominees in the Proxy Statement accompanying this notice of
meeting, who, together with the six Directors whose terms
of office do not expire at this meeting, will constitute
the full Board of Directors.
Such other matters as may properly be brought before the
meeting and any adjournment thereof.
The record date and hour for determining shareholders entitled
to notice of, and to vote at, the meeting, has been fixed at 5
o'clock p.m., March 1, 1996.
By Order of the Board of Directors,
/s/ Donald R. Hughes, Jr.
----------------------------
Donald R. Hughes, Jr., Clerk
March 20, 1996
_______________________________________________________________
PLEASE SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY
IN THE ENVELOPE PROVIDED FOR THAT PURPOSE. YOU MAY
NEVERTHELESS VOTE IN PERSON IF YOU DO ATTEND THE MEETING.
_______________________________________________________________
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COMMUNITY BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 9, 1996
The following information is furnished in connection with the solicitation
of proxies by the management of Community Bancorp, Inc. ("Corporation"),
whose principal executive office is located at 17 Pope Street, Hudson,
Massachusetts, (Telephone: 508-568-8321), for use at the Annual Meeting of
Shareholders of the Corporation to be held on Tuesday, April 9, 1996.
As of March 1, 1996, 3,158,946 shares of common stock of the Corporation
were outstanding and entitled to be voted.
The record date and hour for determining shareholders entitled to vote has
been fixed at 5 o'clock p.m., March 1, 1996. Only shareholders of record
at such time will be entitled to notice of, and to vote at, the meeting.
Shareholders are urged to sign the enclosed form of proxy solicited on
behalf of the management of the Corporation and return it at once in the
envelope enclosed for that purpose. The proxy does not affect the right to
vote in person at the meeting and may be revoked prior to its exercise.
Proxies will be voted in accordance with the shareholder's directions.
If no directions are given, proxies will be voted to fix the number of
Directors of the Corporation at eleven; and to elect Donald R. Hughes, Jr.
and David W. Webster to the Board of Directors of the Corporation to serve
until the Annual Meeting of Shareholders in 1998 and until their successors
are duly elected and qualified; and to elect I. George Gould, James A.
Langway and David L. Parker to the Board of Directors of the Corporation to
serve until the Annual Meeting of Shareholders in 1999 and until their
successors are duly elected and qualified to serve.
The financial statements of the Corporation for 1995 have been mailed to
the shareholders with the mailing of this Notice and Proxy Statement.
The cost of the solicitation of proxies is being paid by the Corporation.
The Proxy Statement will be mailed to shareholders of the Corporation on or
about March 20, 1996.
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-2-
Determination of Number of Directors
and Election of Directors
------------------------------------
The persons named as proxies intend to vote to fix the number of Directors
for the ensuing year at eleven and vote for the election of the persons
named below as Nominees for Election at This Meeting as Directors, each to
hold office until the annual meeting held in the year indicated in the
column designated "Term of Office." If any nominee should not be available
for election at the time of the meeting, the persons named as proxies may
vote for another person in their discretion or may vote to fix the number
of Directors at less than eleven. The management does not anticipate that
any nominee will become unavailable.
The by-laws of the Corporation provide in substance that the Board of
Directors shall be divided into three classes as nearly equal in number as
possible, and that the term of office of one class shall expire and a
successor class be elected at each annual meeting of the shareholders.
The present number of Directors is eleven. It is proposed by the Board
that at the meeting the number of Directors who shall constitute the full
Board of Directors until the next annual meeting be fixed at eleven and
that the five nominees listed below be elected to serve until the date
indicated opposite their names. All of the nominees are currently
Directors.
Opposite the name of each nominee and each continuing Director in the
following table is shown: (1) the number of shares of stock of the
Corporation owned beneficially by each such person; (2) for those persons
serving as Directors of the Corporation, the date on which such person's
term of office as Director began; (3) the term of office for which such
person will serve; and (4) such person's current principal occupation or
employment.
<PAGE>
-3-
Nominees For Election at This Meeting
-------------------------------------
Has Served
on Board of
Shares of Directors
Stock Owned of the
Beneficially Corporation
as of or Its Term
March 1, Predecessor of Principal
Name 1996 (1) Since Office Occupation
---- ------------ ------------ ------ ----------
I. George Gould (2) 117,499 1962 1999 Director of
Corporation
and Hudson
National Bank;
Chairman,
Gould's, Inc.
Donald R. Hughes, Jr. (2) 88,853 1995 1998 Director of
Corporation
and Hudson
National Bank;
Treasurer &
Clerk of the
Corporation;
Executive Vice
President &
Cashier of
Hudson
National Bank.
James A. Langway (2) 137,060 1976 1999 Director of
Corporation
and Hudson
National Bank;
President and
CEO of the
Corporation;
President &
CEO of Hudson
National Bank.
David L. Parker 22,274 1986 1999 Director of
Corporation
and Hudson
National Bank;
Treasurer,
Larkin Lumber
Co.
David W. Webster 30,860 1995 1998 Director of
Corporation
and Hudson
National Bank;
President &
Treasurer, A.
T. Knight Fuel
Co., Inc.
<PAGE>
-4-
Directors Continuing in Office
------------------------------
Has Served
on Board of
Shares of Directors
Stock Owned of the
Beneficially Corporation
as of or Its Term
March 1, Predecessor of Principal
Name 1996 (1) Since Office Occupation
---- ------------ ------------ ------ ----------
Alfred A. Cardoza 22,486 1971 1997 Director of
Corporation
and Hudson
National Bank;
Retired.
Argeo R. Cellucci 6,728 1968 1997 Director of
Corporation
and Hudson
National Bank;
President,
Cellucci
Hudson Corp.
Antonio Frias 101,938 1985 1997 Director of
Corporation
and Hudson
National Bank;
President and
Treasurer, S &
F Concrete
Contractors.
Horst Huehmer 22,632 1980 1998 Director of
Corporation
and Hudson
National Bank;
Manager,
Hudson Light &
Power
Department.
Dennis F. Murphy, Jr. 442,640 1984 1997 Chairman of
the Board of
Corporation
and Hudson
National Bank;
Director of
Corporation
and Hudson
National Bank;
President and
Treasurer,
D. F. Murphy
Insurance
Agency, Inc.
<PAGE>
-5-
Directors Continuing in Office
------------------------------
Has Served
on Board of
Shares of Directors
Stock Owned of the
Beneficially Corporation
as of or Its Term
March 1, Predecessor of Principal
Name 1995 (1) Since Office Occupation
---- ------------ ------------ ------ ----------
Mark Poplin 170,174 1967 1998 Director of
Corporation
and Hudson
National Bank;
President and
Treasurer,
Poplin Supply
Co.;
Secretary,
Poplin
Furniture Co.
<PAGE>
-6-
Notes:
1. Beneficial ownership of stock for the purpose of this
statement includes securities owned by the spouse and
minor children and any relative with the same address.
Certain Directors may disclaim beneficial ownership of
certain of the shares listed beside their names.
2. Includes 56,853 shares held by CBI ESOP as to which
Messrs. Gould, Hughes and Langway are co-trustees.
The affirmative vote of the holders of a majority of the common stock of the
Corporation present or represented and voting at the meeting is required to fix
the number of Directors. The affirmative vote of a plurality of the votes cast
by shareholders is required to elect Directors.
OTHER MATTERS
The management knows of no business which will be presented for consideration
at the meeting other than that set forth in this Proxy Statement. However, if
any such business comes before the meeting, the persons named as proxies will
vote thereon according to their best judgment.
By order of the Board of Directors
/s/ James A. Langway
--------------------
James A. Langway
President
Hudson, Massachusetts
March 20, 1996
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<PAGE>
COMMUNITY BANCORP, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 9, 1996
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of
Community Bancorp, Inc. ("Corporation") hereby nominates, constitutes
and appoints Alfred A. Cardoza, Argeo R. Cellucci and Mark Poplin, and
each of them (with full power to act alone), true and lawful attorneys,
agents and proxies, with power of substitution to each, to attend the
Annual Meeting of the Shareholders of said Corporation to be held at the
Main Office of the Corporation at 17 Pope Street, Hudson, Massachusetts
on Tuesday, April 9, 1996 at 10 o'clock a.m., and any adjournments
thereof, and thereat to vote or otherwise act in respect of all the
shares of capital stock of said Corporation that the undersigned shall
be entitled to vote, with all powers the undersigned would posses if
personally present, upon the following matters:
1. To fix the number of Directors For [ ]
who shall constitute the full
Board of Directors at eleven. Withheld [ ]
2. To elect as Directors the five For [ ]
individuals listed as nominees
in the Proxy Statement accompanying Withheld [ ]
this Proxy, who, together with the
six Directors whose term of office
do not expire at this meeting, will
constitute the full Board of Directors.
3. Such other matters as may properly For [ ]
be brought before the meeting
and any adjournments thereof. Withheld [ ]
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" THE PROPOSITIONS
LISTED ABOVE UNLESS "WITHHELD" IS INDICATED. IF ANY OF THE
INDIVIDUALS LISTED AS NOMINEES FOR DIRECTOR IN THE PROXY
STATEMENT DATED MARCH 20, 1996 ACCOMPANYING NOTICE OF SAID
MEETING IS UNAVAILABLE AS A CANDIDATE, OR ANY OTHER NOMINATION
IS MADE OR ANY OTHER BUSINESS IS PRESENTED AT SAID MEETING,
THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE JUDGEMENT OF
THE PERSONS ACTING HEREUNDER UNLESS "WITHHELD" IS INDICATED IN
RESPONSE TO ITEM 3 ABOVE.
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT.
Dated:_____________________, 1996
_________________________________
(Signature of Shareholder)
__________________________________
(Signature of Shareholder)
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title
Number of Shares___________________
