SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

Commission File Number - 33-44713

A.

Full title of the plan and the address of the plan:


COMMUNITY BANCORP. AND DESIGNATED SUBSIDIARIES' RETIREMENT SAVINGS PLAN
4811 U.S. Rte. 5
P.O. Box 259
Derby, Vermont  05829

B.

Name of issuer of the securities held pursuant to the

 

plan and the address of its principal executive office:


COMMUNITY BANCORP.
4811 U.S. Rte. 5
P.O. Box 259
Derby, Vermont  05829

REQUIRED INFORMATION

The Community Bancorp. and Designated Subsidiaries' Retirement Savings Plan is an ERISA plan with more than 100 participants. Required financial statements filed with this report:

Financial Report for plan year ended December 31, 2002.

 

COMMUNITY BANCORP. AND DESIGNATED

SUBSIDIARIES RETIREMENT SAVINGS PLAN

FINANCIAL STATEMENTS

with

SUPPLEMENTARY INFORMATION

December 31, 2002 and 2001

With Independent Auditors' Report

 

INDEPENDENT AUDITORS' REPORT

 

Board of Directors

Community Bancorp. and Designated Subsidiaries Retirement Savings Plan

We have audited the accompanying statement of net assets available for benefits of Community Bancorp. and Designated Subsidiaries Retirement Savings Plan as of December 31, 2002, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Community Bancorp. and Designated Subsidiaries Retirement Savings Plan as of December 31, 2001 were audited by other auditors, whose report dated June 27, 2002 expressed an unqualified opinion on those statements.

We conducted our audit in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Community Bancorp. and Designated Subsidiaries Retirement Savings Plan as of December 31, 2002 and the changes in net assets available for benefits for the year then ended in conformity with U.S. generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplementary information is the responsibility of the Plan's management. The supplemental information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

/s/ Berry, Dunn, McNeil & Parker

Portland, Maine

August 13, 2003

COMMUNITY BANCORP. AND DESIGNATED

SUBSIDIARIES RETIREMENT SAVINGS PLAN

Statements of Net Assets Available for Benefits

December 31, 2002 and 2001

 

 

2002

2001

     

Assets

   
     

Investments, at fair value

   

   Money market assets

$464,319

$565,286

   Mutual funds

2,077,809

1,637,698

   Marketable equity securities

3,247,186

2,891,977

   Participant loans

  149,622

  173,016

     

          Total investments

5,938,936

5,267,977

     

Receivables

   

   Employer contributions

233,543

52,996

   Accrued interest and dividends

     2,307

     2,371

     

          Total receivables

  235,850

   55,367

     

          Total assets

6,174,786

5,323,344

     

Liabilities

   
     

Due to broker

          0

     1,937

     

Net assets available for benefits

$6,174,786

$5,321,407

     

The accompanying notes are an integral part of these financial statements.

 

COMMUNITY BANCORP. AND DESIGNATED
SUBSIDIARIES RETIREMENT SAVINGS PLAN

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2002

Investment income

   

   Interest and dividends

$177,290

 

   Net depreciation in fair value of investments

(148,539

)

     

          Net investment income

   28,751

 
     

Contributions

   

   Employer

295,764

 

   Employee

 238,656

 
     

          Total contributions

 534,420

 
     

          Total additions

 563,171

 
     

Deductions from net assets attributed to:

   

   Benefits paid to employees

156,839

 

   Administrative expenses

  20,225

 
     

          Total deductions

 177,064

 
     

Transfer from money purchase plan

 467,272

 
     

          Increase in net assets available for benefits

853,379

 
     

Net assets available for benefits

   
     

   Beginning of year

5,321,407

 
     

   End of year

$6,174,786

 
 

The accompanying notes are an integral part of these financial statements.

 

COMMUNITY BANCORP. AND DESIGNATED
SUBSIDIARIES RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2002 and 2001

1.

Description of Plan

   
 

The following description of the Community Bancorp. and Designated Subsidiaries Retirement Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.

   
 

General

   
 

The Plan is a defined contribution plan covering all employees of Community National Bank (the Bank) who have attained age 21 and have completed one year of service. Under the provisions of the Plan, investment activity is directed by individual participants. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

   
 

Contributions

   
 

Participants may contribute up to 15 percent of pretax annual compensation, as defined in the Plan. The Bank matches employee contributions up to 5 percent of annual compensation. The Bank may also make additional discretionary contributions. Contributions are subject to certain limitations.

   
 

Administrative Expenses

   
 

All administrative expenses are paid by the Plan.

   

2.

Summary of Accounting Policies

   
 

Use of Estimates

   
 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

   
 

Payment of Benefits

   
 

Benefits are recorded when paid.

 

 

COMMUNITY BANCORP. AND DESIGNATED

SUBSIDIARIES RETIREMENT SAVINGS PLAN

 

Notes to Financial Statements

 

December 31, 2002 and 2001

 
 

3.

Investments

   
 

The Plan's investments are recorded at their fair values determined by quoted market prices. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end.

   
 

Investments that represent 5% or more of the Plan's net assets are as follows:

 

2002

2001

     

Security

   
     

Community Bancorp. Common Stock

$3,247,186

$2,891,977

Banknorth Large Cap Growth Stock Fund

0

522,383

Banknorth Small/Mid Cap Core Stock Fund

0

278,498

Cash Management Fund of America

413,392

0

American Balanced Fund

430,234

0

Vanguard Total Stock Market Index Fund

943,787

0

     

During 2002, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $148,539 as follows:

 

Mutual funds

$(244,646

)

Community Bancorp. stock

96,107

 
     
 

$(148,539

)

4.

Tax Status

   
 

The Plan obtained its latest determination letter dated August 23, 2002, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code.

   

5.

Transfer of Assets from Related Plan

   
 

On July 25, 2002, the Bank merged its money purchase pension plan into the Plan. Net assets transferred were $467,272.

 

 

COMMUNITY BANCORP. AND DESIGNATED
SUBSIDIARIES RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2002 and 2001

6.

Plan Amendments

   
 

Effective January 1, 2002, the Plan was amended to incorporate changes in tax law as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA).

   

7.

Plan Termination

   
 

Although it has not expressed any intention to do so, Community National Bank has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of Plan termination, participants would become 100 percent vested in their employer contributions.

   

8.

Party-in-Interest Transactions

   
 

During 2001 and through July 2002, certain Plan investments were shares of mutual funds managed by Banknorth Investment Management Group. Banknorth Investment Management Group was the trustee of the Plan during this time. In July 2002, the Plan transferred all of the Plan assets to Community Financial Services Group, the new trustee. Community Financial Services Group is an affiliate of Community National Bank, the Plan sponsor, through common ownership.

   
 

During 2002, fees paid to Banknorth Investment Management Group were $11,520 and fees paid to Community Financial Services Group were $8,705.

   
 

The Plan allows for employee contributions to be invested in common stock of the parent of the Plan sponsor, Community Bancorp. At December 31, 2002 and 2001, the Plan held 214,690 and 197,742 shares, respectively, valued at $3,247,186 and $2,891,977, respectively.

   
 

There were no party-in-interest transactions which are prohibited by ERISA Section 406 and for which there is no statutory or administrative exemption.

COMMUNITY BANCORP. AND DESIGNATED
SUBSIDIARIES RETIREMENT SAVINGS PLAN

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

Required for IRS Form 5500
EIN #01-0211807
Plan #002

December 31, 2002

 

(b)

(c)

   
 

Identity of Issue,

Description of Investment Including

 

(e)

 

Borrower, Lesser,

Maturity Date, Rate of Interest,

(d)

Current

(a)

or Similar Party

Collateral, Par or Maturity Value

Cost (1)

Value

         
 

Cash Management Fund of America

Money Market

 

$413,392

 

Federated Prime Value Obligations Fund

Money Market

 

51

 

Federated Government Obligations Fund

Money Market

 

50,876

*

Community Bancorp.

Common Stock

 

3,247,186

 

American Balanced Fund

Mutual Fund

 

430,234

 

Blackrock Core Bond Fund

Mutual Fund

 

253,422

 

Growth Fund of America, Inc.

Mutual Fund

 

279,408

 

Investment Company of America

Mutual Fund

 

44,800

 

Longleaf Partners Small Cap Fund

Mutual Fund

 

52,726

 

SEI Diversified Moderate Growth Fund

Mutual Fund

 

28

 

Vanguard Total Stock Market Index Fund

Mutual Fund

 

943,787

 

SEI Stable Asset Fund

Mutual Fund

 

177

 

Euro Pacific Growth Fund

Mutual Fund

 

73,227

*

Participant Loans

Interest rate range

   
   

7.13% -- 10.00%

   
   

Various maturities

 

149,622

         
         
       

$5,938,936

*

Indicates a party-in-interest to the Plan.

(1)

Participant directed plan, information not required.

 

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrators have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.


 

COMMUNITY BANCORP. AND DESIGNATED SUBSIDIARIES'

 

RETIREMENT SAVINGS PLAN



DATE:  August 13, 2003

/s/ Stephen P. Marsh

 

Stephen P. Marsh, Vice President & Treasurer

 

Community Bancorp

 

(Plan Administrator)