10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 10-Q

[ x ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2007

OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to                 

Commission File Number 000-16435

Vermont	03-0284070
(State of Incorporation)	(IRS Employer Identification Number)
4811 US Route 5, Derby, Vermont	05829
(Address of Principal Executive Offices)	(zip code)
Registrant's Telephone Number:  (802) 334-7915

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file for such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ( X )  No (  )

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer (  ) Accelerated filer (  ) Non-accelerated filer ( X )

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES (  )     NO(X)

At August 10, 2007, there were 4,160,520 shares outstanding of the Corporation's common stock.  Does not include shares issuable on August 15, 2007 in payment of a 5% stock dividend to shareholders of record on July 15, 2007.

FORM 10-Q
Index
	Page
PART I  FINANCIAL INFORMATION
Item I  Financial Statements	4
Item 2  Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3  Quantitative and Qualitative Disclosures About Market Risk	22
Item 4  Controls and Procedures	22
PART II  OTHER INFORMATION
Item 1    Legal Proceedings	23
Item 1A  Risk Factors	23
Item 2    Unregistered Sales of Securities and Use of Proceeds	23
Item 4    Submission of Matters to a Vote of Security Holders	24
Item 6    Exhibits	24
Signatures	25

PART I.  FINANCIAL INFORMATION

ITEM 1.  Financial Statements (Unaudited)

The following are the consolidated financial statements for Community Bancorp. and Subsidiary, "the Company".

COMMUNITY BANCORP. AND SUBSIDIARY
Consolidated Balance Sheets	June 30			December 31			June 30
	2007			2006			2006
	(Unaudited)						(Unaudited)
Assets
Cash and due from banks	$	8,158,825		$	11,292,831		$	7,530,188
Federal funds sold and overnight deposits		988,579			8,173,779			5,279
Total cash and cash equivalents		9,147,404			19,466,610			7,535,467
Securities held-to-maturity (fair value $19,475,000 at 06/30/07,
$21,301,000 at 12/31/06, and $13,554,000 at 06/30/06)		19,259,981			21,069,866			13,574,007
Securities available-for-sale		21,691,772			22,612,207			31,240,498
Restricted equity securities, at cost		2,450,150			2,828,250			2,940,450
Loans held-for-sale		1,356,904			566,300			901,132
Loans		263,487,493			268,729,726			263,838,225
Allowance for loan losses		(2,308,904	)		(2,267,821	)		(2,238,870	)
Unearned net loan fees		(533,475	)		(632,105	)		(677,077	)
Net loans		260,645,114			265,829,800			260,922,278
Bank premises and equipment, net		12,296,028			12,334,024			11,751,840
Accrued interest receivable		1,729,649			1,667,135			1,542,044
Other assets		5,728,931			5,440,350			5,588,945
Total assets	$	334,305,933		$	351,814,542		$	335,996,661
Liabilities and Shareholders' Equity
Liabilities
Deposits:
Demand, non-interest bearing	$	48,449,376		$	47,402,628		$	47,932,083
NOW and money market accounts		60,392,387			81,402,928			56,375,837
Savings		39,503,360			38,471,441			45,327,841
Time deposits, $100,000 and over		34,498,571			33,835,057			28,775,085
Other time deposits		97,663,638			99,876,140			92,275,756
Total deposits		280,507,332			300,988,194			270,686,602
Federal funds purchased and other borrowed funds		7,040,000			40,000			17,563,000
Repurchase agreements		13,046,280			17,083,946			14,917,551
Accrued interest and other liabilities		2,393,558			2,971,591			3,267,097
Total liabilities		302,987,170			321,083,731			306,434,250
Shareholders' Equity
Common stock - $2.50 par value; 10,000,000 shares authorized at
6/30/07 and 6,000,000 at 12/31/06 and 06/30/06; and 4,577,426
shares issued at 06/30/07, 4,339,619 shares issued at
12/31/06, and 4,307,911 shares issued at 06/30/06		11,443,565			10,849,048			10,769,778
Preferred stock, 1,000,000 shares authorized, no shares
issued and outstanding		0			0			0
Additional paid-in capital		24,616,232			22,006,492			21,684,056
Retained earnings (accumulated deficit)		(1,914,073	)		760,667			279,788
Accumulated other comprehensive loss		(212,229	)		(270,664	)		(556,479	)
Less: treasury stock, at cost; 209,510 shares		(2,614,732	)		(2,614,732	)		(2,614,732	)
Total shareholders' equity		31,318,763			30,730,811			29,562,411
Total liabilities and shareholders' equity	$	334,305,933		$	351,814,542		$	335,996,661
The accompanying notes are an integral part of these consolidated financial statements.

COMMUNITY BANCORP. AND SUBSIDIARY
Consolidated Statements of Income
(Unaudited)
For The Second Quarter Ended June 30,	2007		2006
Interest income
Interest and fees on loans	$	4,864,619	$	4,592,785
Interest on debt securities
Taxable		207,474		281,388
Tax-exempt		225,251		262,147
Dividends		39,084		41,976
Interest on federal funds sold and overnight deposits		25,583		9,845
Total interest income		5,362,011		5,188,141
Interest expense
Interest on deposits		1,913,244		1,575,898
Interest on federal funds purchased and other borrowed funds		19,645		188,415
Interest on repurchase agreements		79,564		83,106
Total interest expense		2,012,453		1,847,419
Net interest income		3,349,558		3,340,722
Provision for loan losses		37,500		37,500
Net interest income after provision		3,312,058		3,303,222
Non-interest income
Service fees		357,449		324,160
Other income		537,033		514,233
Total non-interest income		894,482		838,393
Non-interest expense
Salaries and wages		1,121,813		1,167,483
Employee benefits		440,804		422,396
Occupancy expenses, net		631,591		557,074
Other expenses		961,463		973,271
Total non-interest expense		3,155,671		3,120,224
Income before income taxes		1,050,869		1,021,391
Applicable income taxes		192,986		189,291
Net Income	$	857,883	$	832,100
Earnings per share	$	0.20	$	0.19
Weighted average number of common shares
used in computing earnings per share		4,357,462		4,293,714
Dividends declared per share	$	0.17	$	0.16
Book value per share on shares outstanding at June 30,	$	7.17	$	6.87
All share and per share data for prior periods restated to reflect a 5% stock dividend declared in June 2007.
The accompanying notes are an integral part of these consolidated financial statements.

COMMUNITY BANCORP. AND SUBSIDIARY
Consolidated Statements of Income
For the Six Months Ended June 30,	2007		2006
Interest income
Interest and fees on loans	$	9,627,815	$	8,858,875
Interest on debt securities
Taxable		415,244		587,199
Tax-exempt		432,041		506,932
Dividends		89,041		84,419
Interest on federal funds sold and overnight deposits		57,828		25,162
Total interest income		10,621,969		10,062,587
Interest expense
Interest on deposits		3,816,599		2,983,762
Interest on federal funds purchased and other borrowed funds		27,359		320,326
Interest on repurchase agreements		161,684		160,308
Total interest expense		4,005,642		3,464,396
Net interest income		6,616,327		6,598,191
Provision for loan losses		75,000		75,000
Net interest income after provision		6,541,327		6,523,191
Non-interest income
Service fees		681,472		636,345
Other income		916,356		871,672
Total non-interest income		1,597,828		1,508,017
Non-interest expense
Salaries and wages		2,252,987		2,332,013
Employee benefits		872,403		838,564
Occupancy expenses, net		1,237,733		1,128,972
Other expenses		1,942,542		1,933,901
Total non-interest expense		6,305,665		6,233,450
Income before income taxes		1,833,490		1,797,758
Applicable income taxes		300,351		299,716
Net Income	$	1,533,139	$	1,498,042
Earnings per share	$	0.35	$	0.35
Weighted average number of common shares
used in computing earnings per share		4,349,888		4,286,568
Dividends declared per share	$	0.33	$	0.32
Book value per share on shares outstanding at June 30,	$	7.17	$	6.87
All share and per share data for prior periods restated to reflect a 5% stock dividend declared in June 2007.
The accompanying notes are an integral part of these consolidated financial statements.

COMMUNITY BANCORP. AND SUBSIDIARY
(Unaudited)
Consolidated Statements of Cash Flows
For the Six Months Ended June 30,	2007			2006
Cash Flow from Operating Activities:
Net Income	$	1,533,139		$	1,498,042
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and amortization		473,372			436,667
Provision for loan losses		75,000			75,000
Deferred income taxes		(25,409	)		(33,037	)
Net gain on sale of loans		(142,716	)		(145,375	)
Loss (gain) on sale or disposal of fixed assets		7,981			(818	)
Gain on investment in Trust LLC		(71,597	)		(43,152	)
Amortization of bond premium, net		8,974			55,806
Proceeds from sales of loans held for sale		14,034,684			12,749,893
Originations of loans held for sale		(14,682,572	)		(11,919,068	)
(Decrease) increase in taxes payable		(174,240	)		207,752
(Increase) decrease in interest receivable		(62,514	)		247,207
Increase in mortgage servicing rights		(42,176	)		(52,928	)
Increase in other assets		(137,342	)		(177,785	)
Amortization of limited partnerships		195,030			169,512
Decrease in unamortized loan fees		(98,630	)		(7,029	)
(Decrease) increase in interest payable		(69,813	)		46,208
Decrease in accrued expenses		(169,169	)		(1,574	)
Increase in other liabilities		92,365			19,590
Net cash provided by operating activities		744,367			3,124,911
Cash Flows from Investing Activities:
Investments - held to maturity
Maturities and paydowns		8,976,074			24,642,439
Purchases		(7,166,190	)		(9,824,781	)
Investments - available for sale
Sales and maturities		1,000,000			6,000,000
Purchases		0			(1,000,000	)
Proceeds from sale of restricted equity securities		378,100			311,700
Decrease in limited partnership contributions payable		(236,094	)		(94	)
Investments in limited partnership		(264,800	)		0
Decrease (increase) in loans, net		5,169,665			(13,273,046	)
Capital expenditures, net		(443,357	)		(570,571	)
Recoveries of loans charged off		38,651			32,459
Net cash provided by investing activities		7,452,049			6,318,106
Cash Flows from Financing Activities:
Net decrease in demand, NOW, money market and savings accounts		(18,931,874	)		(41,573,609	)
Net (decrease) increase in time deposits		(1,548,988	)		17,947,800
Net decrease in repurchase agreements		(4,037,666	)		(2,429,589	)
Net increase in short-term borrowings		7,000,000			5,523,000
Advances  on long-term borrowings		0			5,000,000
Repayments of long-term borrowings		0			(3,000,000	)
Payments to acquire treasury stock		0			(11	)
Dividends paid		(997,094	)		(950,080	)
Net cash used in financing activities		(18,515,622	)		(19,482,489	)

Net decrease in cash and cash equivalents		(10,319,206	)		(10,039,472	)
Cash and cash equivalents:
Beginning		19,466,610			17,574,939
Ending	$	9,147,404		$	7,535,467
Supplemental Schedule of Cash Paid During the Period
Interest	$	4,075,455		$	3,418,188
Income taxes	$	500,000		$	125,000
Supplemental Schedule of Noncash Investing and Financing Activities:
Change in unrealized loss on securities available-for-sale	$	88,538		$	(158,122	)
Dividends Paid
Dividends declared	$	1,406,798		$	1,384,237
Increase in dividends payable attributable to dividends declared		(6,528	)		(4,513	)
Dividends reinvested		(403,176	)		(429,644	)
	$	997,094		$	950,080
Stock Dividends	$	2,801,082		$	0

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  BASIS OF PRESENTATION AND CONSOLIDATION

The interim consolidated financial statements of Community Bancorp. and Subsidiary are unaudited.  All significant intercompany balances and transactions have been eliminated in consolidation.  In the opinion of management, all adjustments necessary for fair presentation of the financial condition and results of operations of the Company contained herein have been made.  The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2006 contained in the Company's Annual Report on Form 10-K.

NOTE 2.  5% STOCK DIVIDEND

In June 2007, the Company declared a 5% stock dividend payable August 15, 2007 to shareholders of record as of July 15, 2007.  As a result of this stock dividend, all per share data and weighted average number of shares for prior periods have been restated.  An accrual of $2,801,082, which is booked entirely through Shareholders’ Equity, was also required for the stock dividend, resulting in a shift from Retained Earnings to Accumulated Deficit as indicated on the Balance Sheet.

NOTE 3.  RECENT ACCOUNTING DEVELOPMENTS

In March 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 156, “Accounting for Servicing of Financial Assets-an Amendment to FASB Statement No. 140”. SFAS No. 156 requires mortgage servicing rights associated with loans originated and sold, where servicing is retained, to be initially capitalized at fair value and subsequently accounted for using the “fair value method” or the “amortization method”. The Company is using the amortization method for subsequent reporting. Mortgage servicing rights are evaluated for impairment based upon the fair value of the rights as compared to amortized cost. The Company implemented changes to its valuation analysis, with the assistance of a specialized valuation consulting firm, during the first quarter of 2007.  The model used to value the mortgage servicing rights utilizes prepayment assumptions based on the Bond Market Association prepayment survey.  The discount rate applied is at the lower end of the observed industry range.  Other assumptions include delinquency rates, servicing cost inflation, and annual unit loan cost.  All assumptions are adjusted periodically to reflect current circumstances.  SFAS No. 156 was effective January 1, 2007. Implementation of SFAS No. 156 did not have a material effect on the financial statements of the Company.

In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”, which gives entities the option to measure eligible financial assets and financial liabilities at fair value on an instrument by instrument basis. The election to use the fair value option is available when an entity first recognizes a financial asset or financial liability. Subsequent changes in fair value must be recorded in earnings. SFAS No. 159 contains provisions to apply the fair value option to existing eligible financial instruments at the date of adoption. This statement is effective as of the beginning of an entity’s first fiscal year after November 15, 2007, with provisions for early adoption.  The Company did not apply the fair value option to any financial instruments; therefore SFAS No. 159 has not had any impact on the financial statements .

NOTE 4. INCOME TAXES

In July 2006, FASB issued Financial Accounting Standards Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be recognized in the financial statements. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transitions. Effective January 1, 2007, the Company adopted FIN 48. The implementation of FIN 48 did not have a material impact on the Company’s financial statements.

The Company’s income tax returns for the years ended December 31, 2003, 2004, 2005 and 2006 are open to audit under the statute of limitations by the Internal Revenue Service.  The Company’s policy is to record interest and penalties related to uncertain tax positions as part of its provision for income taxes. The Company has no penalties and interest recorded for the six month periods ended June 30, 2007 and 2006.

NOTE 5.  EARNINGS PER SHARE

Earnings per common share amounts are computed based on the weighted average number of shares of common stock issued during the period (retroactively adjusted for stock splits and stock dividends) and reduced for shares held in Treasury.

NOTE 6.  COMPREHENSIVE INCOME

Accounting principles generally require recognized revenue, expenses, gains, and losses to be included in net income.  Certain changes in assets and liabilities, such as the after-tax effect of unrealized gains and losses on available-for-sale securities, are not reflected in the statement of income, but the cumulative effect of such items from period-to-period is reflected as a separate component of the equity section of the balance sheet (accumulated other comprehensive income or loss).  Other comprehensive income or loss, along with net income, comprises the Company's total comprehensive income.

The Company's total comprehensive income for the comparison periods is calculated as follows:

For the second quarter ended June 30,	2007			2006
Net income	$	857,883		$	832,100
Other comprehensive loss, net of tax:
Unrealized holding losses on available-for-sale
securities arising during the period		(21,248	)		(121,444	)
Tax effect		7,224			41,291
Other comprehensive loss, net of tax		(14,024	)		(80,153	)
Total comprehensive income	$	843,859		$	751,947

For the six months ended June 30,	2007			2006
Net income	$	1,533,139		$	1,498,042
Other comprehensive income (loss), net of tax:
Unrealized holding gains (losses) on available-for-sale
securities arising during the period		88,538			(158,122	)
Tax effect		(30,103	)		53,761
Other comprehensive income (loss), net of tax		58,435			(104,361	)
Total comprehensive income	$	1,591,574		$	1,393,681

NOTE 7.  SUBSEQUENT EVENT

On August 1, 2007, the Company entered into an agreement to acquire LyndonBank, a Vermont-chartered commercial bank headquartered in Lyndonville, Vermont (“LyndonBank”) for approximately $26.7 million in cash.  As of June 30, 2007, LyndonBank had approximately $159.6 million in total assets, $124.8 million in deposits and $109.8 million in net loans.  Under the terms of the agreement, LyndonBank will be merged into the Company’s wholly-owned subsidiary, Community National Bank, with each of the 1,058,131.6 shares of LyndonBank’s outstanding common stock converted into the right to receive a cash payment of $25.25.  The Boards of Directors of the Company, Community National Bank and LyndonBank have each approved the agreement.

It is expected that the cash to be paid in the transaction will be financed in part at the time of the merger through the issuance by the Company of up to $15 million in principal amount of trust preferred securities.

The proposed acquisition of LyndonBank is subject to the approval of the LyndonBank shareholders, as well as to receipt of all required regulatory approvals and satisfaction of other customary conditions.  The transaction is expected to close at or near the end of calendar year 2007.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

for the Period Ended June 30, 2007

FORWARD-LOOKING STATEMENTS

     The Company's Management's Discussion and Analysis of Financial Condition and Results of Operations may contain certain forward-looking statements about the Company's operations, financial condition and business. When used therein, the words "believes," "expects," "anticipates," "intends," "estimates," "plans," "predicts," or similar expressions, indicate that management of the Company is making forward-looking statements.

     Forward-looking statements are not guarantees of future performance.  They necessarily involve risks, uncertainties and assumptions.  Future results of the Company may differ materially from those expressed in these forward-looking statements.  Examples of forward looking statements contained in this discussion include, but are not limited to, management’s expectations as to future asset growth, income trends, results of operations and other matters reflected in the Overview section, estimated contingent liability related to the Company's participation in the Federal Home Loan Bank (FHLB) Mortgage Partnership Finance (MPF) program, assumptions made within the asset/liability management process, and management's expectations as to the future interest rate environment and the Company's related liquidity level. Although these statements are based on management's current expectations and estimates, many of the factors that could influence or determine actual results are unpredictable and not within the Company's control.  Readers are cautioned not to place undue reliance on such statements as they speak only as of the date they are made.  The Company claims the protection of the safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995.

     Factors that may cause actual results to differ materially from those contemplated by these forward-looking statements include, among others, the following possibilities: (1) competitive pressures increase among financial services providers in the Company's northern New England market area or in the financial services industry generally, including competitive pressures from nonbank financial service providers, from increasing consolidation and integration of financial service providers, and from changes in technology and delivery systems, which erode the competitive advantage of in-market branch facilities; (2) interest rates change in such a way as to reduce the Company's margins; (3) general economic or monetary conditions, either nationally or regionally, are less favorable than expected, resulting in a deterioration in credit quality or a diminished demand for the Company's products and services; and (4) changes in laws or government rules, or the way in which courts interpret those laws or rules, adversely affect the Company's business.

OVERVIEW

     Total assets at June 30, 2007 were $334.3 million compared to $351.8 million at December 31, 2006 and $336.0 at June 30, 2006.  The Company typically experiences a significant decline in assets on June 30 and is mostly due to municipal loans that mature and are not replaced until after the start of the third quarter.  The decline in municipal loans was not as significant this year as only $6.8 million matured before June 30, 2007.   Gross loans also decreased from year end by $5.2 million, but remained level with last year at this time.   During the first six months of 2007, cash flow from loans and maturing securities in the available for sale portfolio, and the decrease in fed funds sold, were used to pay off brokered deposits; these funds also helped to offset deposit runoff during the first half of the year.  The reallocation of these earning assets has resulted in a smaller balance sheet.  A smaller asset base combined with overall higher yields on earning assets has resulted in an increase in net interest income to average earning assets.

     Net income for the second quarter of 2007 increased $25,783 or 3% over the second quarter of 2006.  This increase resulted in earnings per share of $0.20 for the second quarter of 2007 compared to earnings per share of $0.19 for the same period last year.  Net interest income, after the provision for loan losses, was $3.31 million for the second quarter of 2007, compared to $3.30 million for the second quarter of 2006.  Long-term interest rates have increased somewhat from a year ago creating a slight positive slope in the yield curve.  Loans tied to long-term rates have started repricing to higher rates, offsetting increases in funding costs, and resulting in a slight increase in net interest income.  Non-interest income, which is derived primarily from charges and fees on deposit and loans products, was $894,482 for the second quarter of 2007 compared to $838,393 for the second quarter of 2007 while non-interest expense was $3.16 million and $3.12 million for the same comparison periods, an increase of 1.14%.

     The Company continues its efforts to comply with the Sarbanes Oxley, Section 404 deadline.  In June, the Company hired a third party to assist the staff in the documentation and testing of the Company’s internal controls and procedures.  The cost of this engagement will be approximately $100 thousand; one half of this cost is reflected in the second quarter non-interest expenses.  The remainder of the contract will be paid throughout the remainder of the year.

     Loan demand was slow for the first six months of 2007, and commercial activity continues to be weak, however real estate loan applications are now close to the same level as 2006.  A decrease in deposits is normal for the Company during the first half of the year, mostly due to municipal activity.  Competitive pricing for municipal business has made it challenging for the Company to acquire new municipal loans and deposits.

     The following pages describe our second quarter financial results in much more detail. Please take the time to read them to more fully understand the six months ended June 30, 2007 in relation to the 2006 comparison periods.  The discussion below should be read in conjunction with the Consolidated Financial Statements of the Company and related notes included in this report and with the Company's Annual Report on Form 10-K for the year ended December 31, 2006.  This report includes forward-looking statements within the meaning of the Securities and Exchange Act of 1934 (the "Exchange Act").

CRITICAL ACCOUNTING POLICIES

     The Company’s consolidated financial statements are prepared according to accounting principles generally accepted in the United States of America.  The preparation of such financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities in the consolidated financial statements and related notes.  The Securities and Exchange Commission (SEC) has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the Company’s financial condition and results of operations, and which require the Company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.  Because of the significance of these estimates and assumptions, there is a high likelihood that materially different amounts would be reported for the Company under different conditions or using different assumptions or estimates.

Other-Than-Temporary Impairment of Securities - Companies are required to perform periodic reviews of individual securities in their investment portfolios to determine whether decline in the value of a security is other than temporary. A review of other-than-temporary impairment requires companies to make certain judgments regarding the materiality of the decline, its effect on the financial statements and the probability, extent and timing of a valuation recovery and the company’s intent and ability to hold the security. Pursuant to these requirements, management assesses valuation declines to determine the extent to which such changes are attributable to fundamental factors specific to the issuer, such as financial condition, business prospects or other factors or market-related factors, such as interest rates. Declines in the fair value of securities below their cost that are deemed to be other than temporary are recorded in earnings as realized losses.

Allowance for Loan Losses - Management evaluates on an ongoing basis its judgment as to which policies are considered to be critical. Management believes that the calculation of the allowance for loan losses (ALL) is a critical accounting policy that requires the most significant judgments and estimates used in the preparation of its consolidated financial statements.  In estimating the ALL, management considers historical experience as well as other factors including the effect of changes in the local real estate market on collateral values, current economic indicators and their probable impact on borrowers and changes in delinquent, non-performing or impaired loans.  Management’s estimates used in calculating the ALL may increase or decrease based on changes in these factors, which in turn will affect the amount of the Company’s provision for loan losses charged against current period income.  Actual results could differ significantly from these estimates under different assumptions, judgments or conditions.

Other Real Estate Owned - Occasionally, the Company acquires property in connection with foreclosures or in satisfaction of debt previously contracted.  To determine the value of property acquired in foreclosure, management often obtains independent appraisals for significant properties.  Because the extent of any recovery on these loans depends largely on the amount the Company is able to realize upon liquidation of the underlying collateral, the recovery of a substantial portion of the carrying amount of foreclosed real estate is susceptible to changes in local market conditions.  The amount of the change that is reasonably possible cannot be estimated.  In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for losses on loans and foreclosed real estate.  Such agencies may require the Company to recognize additions to the allowances based on their judgments about information available to them at the time of their examination.

Mortgage Servicing Rights - As required by SFAS No. 156, “Accounting for Servicing of Financial Assets-an Amendment to FASB Statement No. 140”, mortgage servicing rights associated with loans originated and sold, where servicing is retained, are initially capitalized at fair value and included in other assets in the consolidated balance sheet. Mortgage servicing rights are amortized into non-interest income in proportion to, and over the period of, estimated future net servicing income of the underlying financial assets.  The value of capitalized servicing rights represents the present value of the future servicing fees arising from the right to service loans in the portfolio. The carrying value of the mortgage servicing rights is periodically reviewed for impairment based on a determination of fair value and impairment, if any, is recognized through a valuation allowance and is recorded as amortization of other assets.  Critical accounting policies for mortgage servicing rights relate to the initial valuation and subsequent impairment tests. The methodology used to determine the valuation of mortgage servicing rights requires the development and use of a number of estimates, including anticipated principal amortization and prepayments of that principal balance. Events that may significantly affect the estimates used are changes in interest rates and the payment performance of the underlying loans.  The Company implemented changes to its valuation analysis, with the assistance of a specialized valuation consulting firm during the first quarter of 2007.  The model used to value the mortgage servicing rights utilizes prepayment assumptions based on the Bond Market Association prepayment survey.  The discount rate applied is at the lower end of the observed industry range.  Other assumptions include delinquency rates, servicing cost inflation, and annual unit loan cost.  All assumptions are adjusted periodically to reflect current circumstances.  Implementation of SFAS No. 156 did not have a material effect on the financial statements of the Company.

     Management utilizes numerous techniques to estimate the carrying value of various assets held by the Company, including, but not limited to, property, plant and equipment, and deferred taxes. The assumptions considered in making these estimates are based on historical experience and on various other factors that are believed by management to be reasonable under the circumstances.  Management acknowledges that the use of different estimates or assumptions could produce different estimates of carrying values.

RESULTS OF OPERATIONS

     The Company’s net income for the second quarter of 2007 was $857,883, representing an increase of $25,783, or 3.1% over net income of $832,100 for the second quarter of 2006. This resulted in earnings per share of $0.20 and $0.19, respectively, for the second quarter of 2007 and 2006.  Core earnings (net interest income) for the second quarter of 2007 increased slightly by $8,836, or 0.27% over the second quarter of 2006.  Interest income on loans, the major component of interest income, increased $271,834, or 5.9%, while interest income on investments decreased 110,810, or 20.4% in total. Interest expense on deposits, the major component of interest expense, increased $337,346, or 21.4%, between periods but was partially offset by a decrease of $168,770, or 89.6% in interest expense on federal funds purchased and other borrowed funds.

     Net income for the first six months of 2007 was $1.53 million, representing an increase of $35,097 or 2.3% over net income of $1.50 million for the first six months of 2006. Core earnings for the first six months increased slightly by $18,136 or 0.3% from $6.60 million at June 30, 2006 to $6.62 million as of June 30, 2007. Interest income on loans increased $768,940, or 8.7%, while investment income decreased $246,846 or 22.6% between periods. Interest expense on deposits increased by $832,837, or by 27.9%, but was partially offset by a decrease of $292,967, or 91.5%, in interest expense on federal funds purchased and other borrowed funds.  The Company’s volume of overnight deposits was higher in both the second quarter and first six months of 2007 compared to the same periods of 2006 contributing to the increase in core earnings.

     Return on average assets (ROA), which is net income divided by average total assets, measures how effectively a corporation uses its assets to produce earnings.  Return on average equity (ROE), which is net income divided by average shareholders' equity, measures how effectively a corporation uses its equity capital to produce earnings.  ROA and ROE were higher in the second quarter comparison periods compared to the six month periods, but were comparable year to year.  The following table shows these ratios annualized for the comparison periods.

For the second quarter ended June 30,	2007			2006
Return on Average Assets		.96	%		.96	%
Return on Average Equity		11.50	%		11.38	%

For the six months ended June 30,	2007			2006
Return on Average Assets		.87	%		.87	%
Return on Average Equity		10.36	%		10.32	%

INTEREST INCOME LESS INTEREST EXPENSE (NET INTEREST INCOME)

     Net interest income, the difference between interest income and interest expense, represents the largest portion of the Company's earnings, and is affected by the volume, mix, and rate sensitivity of earning assets and interest bearing liabilities, market interest rates and the amount of non-interest bearing funds which support earning assets.  The three tables below provide a visual comparison of the consolidated figures, and are stated on a tax equivalent basis assuming a federal tax rate of 34%.  The Company’s corporate tax rate is 34%, therefore, to equalize tax-free and taxable income in the comparison, we must divide the tax-free income by 66%, with the result that every tax-free dollar is equal to $1.52 in taxable income.

     Tax-exempt income is derived from our municipal investments.  Although the balance sheets indicate an increase of $5.7 million from year to year, the average volume has decreased approximately $6.6 million from year to year, resulting in a decrease of $113,471 in interest income, and a related reduction of $38,580 in the tax effect of exempt interest income between periods.  The following table shows the reconciliation between reported net interest income and tax equivalent, net interest income for the six-month comparison periods of 2007 and 2006:

For the six months ended June 30,	2007		2006
Net interest income as presented	$	6,616,327	$	6,598,191
Effect of tax-exempt income		222,567		261,147
Net interest income, tax equivalent	$	6,838,894	$	6,859,338

AVERAGE BALANCES AND INTEREST RATES

     The table below presents average earning assets and average interest-bearing liabilities supporting earning assets.  Interest income (excluding interest on non-accrual loans) and interest expense are both expressed on a tax equivalent basis, both in dollars and as a rate/yield for the 2007 and 2006 comparison periods.  Loans are stated before deduction of non-accrual loans, unearned discount and allowance for loan losses.

	For the Six Months Ended:
			2007							2006
	Average		Income/		Rate/			Average		Income/		Rate/
	Balance		Expense		Yield			Balance		Expense		Yield
EARNING ASSETS
Loans (gross)	$	267,568,784	$	9,627,815		7.26	%	$	260,932,362	$	8,858,875		6.85	%
Taxable Investment Securities		21,742,734		415,244		3.85	%		33,285,623		587,199		3.56	%
Tax Exempt Investment Securities		21,536,974		654,608		6.13	%		28,095,879		768,079		5.51	%
Federal Funds Sold		0		0		0.00	%		497,127		9,648		3.91	%
Sweep Accounts		2,162,989		57,828		5.39	%		683,265		15,514		4.58	%
Other Investments		2,330,747		89,041		7.70	%		3,241,563		84,419		5.25	%
TOTAL	$	315,342,228	$	10,844,536		6.93	%	$	326,735,819	$	10,323,734		6.37	%
INTEREST BEARING LIABILITIES
Savings Deposits	$	39,250,471	$	67,861		0.35	%	$	45,780,275	$	79,223		0.35	%
NOW & Money Market Funds		73,693,482		917,499		2.51	%		85,791,004		846,202		1.99	%
Time Deposits		131,342,262		2,831,239		4.35	%		112,251,551		2,058,337		3.70	%
Federal Funds Purchased and
Other Borrowed Funds		974,403		27,359		5.66	%		13,062,719		320,326		4.95	%
Repurchase Agreements		14,811,398		161,684		2.20	%		16,558,572		160,308		1.95	%
TOTAL	$	260,072,016	$	4,005,642		3.11	%	$	273,444,121	$	3,464,396		2.55	%
Net Interest Income			$	6,838,894						$	6,859,338
Net Interest Spread(1)						3.82	%						3.82	%
Interest Margin(2)						4.37	%						4.23	%

 (1)  Net interest spread is the difference between the yield on earning assets and the rate paid on interest bearing liabilities.
(2)  Interest margin is net interest income divided by average earning assets.

     The average volume of earning assets for the first six months of 2007 decreased $11.4 million, or 3.5% compared to the same period of 2006, while average yield increased 56 basis points.  A decrease in volume of $19.0 million in the investment portfolio contributed to the decrease in average volume.  Interest earned on the loan portfolio comprised approximately 88.8% of total interest income for the first six months of 2007 and 85.8% for the 2006 comparison period.  This increase is mostly attributable to an increase in interest rates through repricing of loans in the Company’s adjustable rate portfolio and the $6.6 million increase in average loan volume.   Also contributing to the increase in interest earned is the increase in the average volume of overnight funds in the sweep accounts of $1.5 million, together with an increase of 81 basis points in rate.  During 2007, the rate earned on the Company’s sweep accounts has generally been more favorable than the overnight Federal Funds Sold, accounting for the zero balance in that category in 2007.  The implementation of deposit reclassification during the first quarter of 2007 has also contributed to the increase in overnight investable funds.  Deposit reclassification allows banks to reclassify certain types of deposit account balances to non-transactional accounts for the purposes of calculating the daily non-interest bearing cash reserve balances the Company is required to maintain at the Federal Reserve Bank.  These increases in average volume were more than offset by the decrease of $19.0 million in average volume in the investment portfolio.

     In comparison, the average volume of interest bearing liabilities for the first six months of 2007 decreased approximately $13.4 million, or 4.9% over the 2006 comparison period, while the average rate paid on these accounts increased 56 basis points.  Interest paid on time deposits comprised 70.7% and 59.4%, respectively, of total interest expense for the 2007 and 2006 comparison periods.   The percentage increase between periods reflects a shift from the lower yielding deposit accounts to higher cost time deposits resulting in part from the Company’s offer of various CD specials at competitive rates.  Year-to-date, the increase in the average rate paid on interest-bearing liabilities is the same as the increase in the average yield earned on interest-earning assets, putting pressure on the Company’s net interest spread, resulting in no change from the 3.82% spread reported for first six months of 2006.

CHANGES IN INTEREST INCOME AND INTEREST EXPENSE

    The following table summarizes the variances in interest income and interest expense on a fully tax-equivalent basis for the first six months of 2007 and 2006 resulting from volume changes in average assets and average liabilities and fluctuations in rates earned and paid.

	Variance			Variance
RATE / VOLUME	Due to			Due to			Total
	Rate(1)			Volume(1)			Variance
INCOME EARNING ASSETS
Loans (2)		543,510			225,430			769,940
Taxable Investment Securities		48,419			(220,374	)		(171,955	)
Tax Exempt Investment Securities		85,907			(199,378	)		(113,471	)
Federal Funds Sold		(9,648	)		0			(9,648	)
Sweep Account		8,708			33,606			42,314
Other Investments		39,400			(34,778	)		4,622
Total Interest Earnings		716,296			(195,494	)		520,802
INTEREST BEARING LIABILITIES
Savings Deposits		(29	)		(11,333	)		(11,362	)
NOW & Money Market Funds		221,873			(150,576	)		71,297
Time Deposits		422,627			350,275			772,902
Other Borrowed Funds		46,321			(339,288	)		(292,967	)
Repurchase Agreements		20,436			(19,060	)		1,376
Total Interest Expense		711,228			(169,982	)		541,246
Changes in Net Interest Income		5,068			(25,512	)		(20,444	)

(1) Items which have shown a year-to-year increase in volume have variances allocated as follows:

          Variance due to rate = Change in rate x new volume

          Variance due to volume = Change in volume x old rate

     Items which have shown a year-to-year decrease in volume have variances allocated as follows:

          Variance due to rate = Change in rate x old volume

          Variances due to volume = Change in volume x new rate

(2) Loans are stated before deduction of unearned discount and allowances for loan losses.  The

     principal balances of non-accrual loans is included in calculations of the yield on loans, while

     the interest on these non-performing assets is excluded.

NON-INTEREST INCOME AND NON-INTEREST EXPENSE

     Non-interest income increased $56,089, or 6.7% for the second quarter of 2007 compared to the second quarter of 2006, from $838,393 to $894,482.  Non-interest income increased $89,811 or just under 6.0% for the first six months of 2007 compared to the first six months of 2006.  ATM and Debit Card related fees accounts for a major portion of the increase in both comparison periods with an increase of $25,065, or 22.2% for the second quarter of 2007 compared to 2006, and an increase of $45,492, or 20.7% for the first six months of 2007 compared to 2006.  Exchange income increased for both comparison periods with an increase of $23,000, or 56.1% for the second quarter of 2007 compared to 2006, and an increase of $10,500, or 13.5% for the first six months of 2007 compared to the same period in 2006, due to an increase in volume of Canadian exchange activity.  Income from assets held under the Company’s Supplemental Employee Retirement Plan (SERP), which is stock market driven, increased $11,443, or 34.1% as a result of the stock market activity during the first six months of 2007.

     Non-interest expense increased $35,447, or 1.1% for the second quarter of 2007 compared to 2006, offsetting a portion of the increase in non-interest income.  Non-interest expense for the first six months of 2007 increased $72,215, or 1.2% from $6.2 million for the first six months of 2006 to $6.3 million for the first six months of 2007.  Salaries and wages decreased $45,670, or 3.9%, for the second quarter of 2007 compared to 2006, and $79,026, or 3.4% for the first six months of 2007 compared to the same period in 2006.  Higher accruals in 2006 for salaries and wages compared to 2007 were a major factor in the decreases in both the quarter and six month periods, but were adjusted later in the year due to attrition and the consolidation of some positions.  Occupancy expense increased $74,517, or 13.4%, for the second quarter of 2007 compared to the same quarter in 2006, and increased $108,761, or 9.6% for the first six months of 2007 compared to the first six months of 2006.  Increases in depreciation expense and maintenance on buildings were key components of the increase.  A new phone system was installed throughout all the branch offices, and is now up and running.  This equipment, along with an increase in IT equipment and software contributed to the increase in depreciation expense for both periods.  The increase in maintenance on buildings, which includes heating and snow removal, is attributable to the severe weather conditions experienced in the Northeast Kingdom this winter.  Other expenses decreased $11,808 or 1.2%, for the second quarter of 2007 compared to the second quarter of 2006.  Other expenses for the first six months of 2007 increased slightly by $8,641, or 0.4%, due in part to an increase of $30,200 in legal fees, $45,887 in consulting fees, and $25,518 in losses on the Company’s investments in Limited Partnerships, compared to the first six months of 2006,.  The Company periodically purchases interests in low to moderate income housing projects which, by nature carry a loss, but also qualify for tax credits.  These increases in other expenses were partially offset by decreases in various loan underwriting expense items.

     Management monitors all components of other non-interest expenses; however, a quarterly review is performed to assure that the accruals for these expenses are accurate.  This helps alleviate the need to make significant adjustments to these accounts that in turn affect the net income of the Company.

APPLICABLE INCOME TAXES

     Provisions for income taxes increased in both comparison periods with increases of $3,695, or 2.0% for the second quarter of 2007 compared to the second quarter of 2006, and $635, or 0.2% for the first six months of 2007 compared to the same period in 2006.  These moderate increases in provisions are attributable to an increase in low income housing tax credits from a Limited Partnership the Company recently invested in.

CHANGES IN FINANCIAL CONDITION

     The following table reflects the composition of the Company's major categories of assets and liabilities as a percent of total assets as of the dates indicated:

ASSETS	June 30, 2007		December 31, 2006		June 30, 2006
Loans (gross)*	$ 264,844,397	79.22%	$ 269,296,026	76.55%	$ 264,739,357	78.79%
Available for Sale Securities	21,691,772	6.49%	22,612,207	6.43%	31,240,498	9.30%
Held to Maturity Securities	19,259,981	5.76%	21,069,866	5.99%	13,574,007	4.04%
*includes loans held for sale
LIABILITIES
Savings Deposits	$  39,503,360	11.82%	$  38,471,441	10.94%	$  45,327,841	13.49%
Demand Deposits	48,449,376	14.49%	47,402,628	13.47%	47,932,083	14.27%
NOW & Money Market Funds	60,392,387	18.07%	81,402,928	23.14%	56,375,837	16.78%
Time Deposits	132,162,209	39.53%	133,711,197	38.01%	121,050,841	36.03%

     The Company's loan portfolio increased slightly by $105,040, or 0.04%, from June 30, 2006 to June 30, 2007, while a decrease of $4.5 million, or 1.7% is noted from December 31, 2006 to June 30, 2007.  Weaker residential mortgage loan activity, along with a decrease in the Company’s commercial loan portfolio accounts for the decrease for the first six months of 2007.  Available-for-sale investments decreased $9.5 million, or 30.6% from June 30, 2006 to June 30, 2007, as maturities were used to fund loan growth, and to pay off a portion of the short-term borrowings during the last quarter of 2006.  Time deposits decreased $1.5 million, or 1.2%, from December 31, 2006 to June 30, 2007, while an increase of $11.1 million, or 9.2% is noted from June 30, 2006 to June 30, 2007.  Various rate competitive CD specials were offered during 2006 in an effort to attract new deposits and retain existing relationships, accounting for a portion of the $5.8 million decrease year to year in savings deposits as depositors shifted some of their funds to higher yielding CDs.  NOW and money market funds increased $25 million, or 44.4% from June 30, 2006 to December 31, 2006, but then decreased $21 million, or 25.8% as of June 30, 2007.  Deposit runoff is typical at this time of year as municipal deposits decrease as the municipalities approach the end of their fiscal year.

RISK MANAGEMENT

Interest Rate Risk and Asset and Liability Management - Management actively monitors and manages its interest rate risk exposure and attempts to structure the balance sheet to maximize net interest income while controlling its exposure to interest rate risk.  The Company's Asset/Liability Management Committee (ALCO) formulates strategies to manage interest rate risk by evaluating the impact on earnings and capital of such factors as current interest rate forecasts and economic indicators, potential changes in such forecasts and indicators, liquidity, and various business strategies.  The ALCO meets monthly to review financial statements, liquidity levels, yields and spreads to better understand, measure, monitor and control the Company’s interest rate risk.  In the ALCO process, the committee members apply policy limits set forth in the Asset Liability, Liquidity and Investment policies approved by the Company’s Board of Directors.  The ALCO's methods for evaluating interest rate risk include an analysis of the effects of interest rate changes on net interest income and an analysis of the Company's interest rate sensitivity "gap", which provides a static analysis of the maturity and repricing characteristics of the entire balance sheet.

     Interest rate risk represents the sensitivity of earnings to changes in market interest rates.  As interest rates change, the interest income and expense streams associated with the Company’s interest sensitive assets and liabilities also change, thereby impacting net interest income (NII), the primary component of the Company’s earnings.  Fluctuations in interest rates can also have an impact on liquidity.  The ALCO uses an outside consultant to perform quarterly rate shock simulations to the Company's net interest income, as well as a variety of other analyses.  It is the ALCO’s function to provide the assumptions used in the modeling process.  The ALCO utilizes the results of this simulation model to quantify the estimated exposure of NII and liquidity to sustained interest rate changes.  The simulation model captures the impact of changing interest rates on the interest income received and interest expense paid on all interest-earning assets and interest-bearing liabilities reflected on the Company’s balance sheet.  Furthermore, the model simulates the balance sheet’s sensitivity to a prolonged flat rate environment. All rate scenarios are simulated assuming a parallel shift of the yield curve; however further simulations are performed utilizing a flattening yield curve as well. This sensitivity analysis is compared to the ALCO policy limits which specify a maximum tolerance level for NII exposure over a 1-year horizon, assuming no balance sheet growth, given a 200 basis point (bp) shift upward and a 100 bp shift downward in interest rates.  The analysis also provides a summary of the Company's liquidity position. Furthermore, the analysis provides testing of the assumptions used in previous simulation models by comparing the projected NII with actual NII.  The asset/liability simulation model provides management with an important tool for making sound economic decisions regarding the balance sheet.

     While assumptions are developed based upon current economic and local market conditions, the Company cannot provide any assurances as to the predictive nature of these assumptions including how or when customer preferences or competitor influences might change.

Credit Risk - A primary concern of management is to reduce the exposure to credit loss within the loan portfolio. Management follows established underwriting guidelines, and any exceptions to the policy must be approved by a loan officer with higher authority than the loan officer originating the loan.  The adequacy of the loan loss coverage is reviewed quarterly by the risk management committee of the Board of Directors.  This committee meets to discuss, among other matters, potential exposures, historical loss experience, and overall economic conditions.  Existing or potential problems are noted and addressed by senior management in order to assess the risk of probable loss or delinquency.  A variety of loans are reviewed periodically by an independent firm in order to help ensure accuracy of the Company's internal risk ratings and compliance with various internal policies and procedures, as well as those set by the regulatory authorities.  The Company also employs a Credit Administration Officer whose duties include monitoring and reporting on the status of the loan portfolio including delinquent and non-performing loans.Credit risk may also arise from geographic concentration of loans.  While the Company’s loan portfolio is derived primarily from its primary market area in northeast Vermont, geographic concentration is partially mitigated by the continued growth of the Company’s loan portfolio in central Vermont, its newest market area.

The following table reflects the composition of the Company's loan portfolio as of the dates indicated:

	June 30, 2007						December 31, 2006
	Total Loans			% of Total			Total Loans			% of Total
Real Estate Loans
Construction & Land Development	$	11,701,204			4.42	%	$	11,889,203			4.41	%
Farm Land		5,289,089			2.00	%		3,217,107			1.19	%
1-4 Family Residential		141,481,294			53.42	%		143,228,599			53.19	%
Home Equity Lines		13,856,922			5.23	%		13,778,692			5.12	%
Commercial Real Estate		51,604,007			19.48	%		54,236,037			20.14	%
Loans to Finance Agricultural Production		612,664			0.23	%		224,257			0.08	%
Commercial & Industrial		20,657,572			7.80	%		21,992,790			8.17	%
Consumer Loans		19,504,269			7.36	%		20,588,227			7.65	%
All Other Loans		137,376			0.06	%		141,114			0.05	%
Gross Loans		264,844,397			100	%		269,296,026			100	%
Allowance for Loan Losses		(2,308,904	)		-0.87	%		(2,267,821	)		-0.84	%
Deferred Loan Fees		(533,475	)		-0.20	%		(632,105	)		-0.24	%
Net Loans	$	262,002,018			98.93	%	$	266,396,100			98.92	%

Allowance for loan losses and provisions - The Company maintains an allowance for loan losses at a level that management believes is appropriate to absorb losses inherent in the loan portfolio (See “Critical Accounting Policies”). As of June 30, 2007, the Company maintained a residential loan portfolio (including home equity lines of credit) of $155.3 million, compared to $157.0 million at December 31, 2006, accounting for 58.7% and 58.3%, respectively, of the total loan portfolio.  The commercial real estate portfolio (including construction, land development and farmland loans) totaled $68.6 million and $69.3 million, respectively, at June 30, 2007 and December 31, 2006, comprising 25.9% and 25.7%, respectively, of the total loan portfolio.  The Company's commercial loan portfolio includes loans that carry guarantees from government programs, thereby mitigating the Company's credit risk on such loans.  At June 30, 2007, the Company had $17.9 million in loans under various government loan guarantee programs, with the guaranteed portion totaling $12.6 million, compared to $18.4 million in loans carrying a guaranteed total of $13.1 million at December 31, 2006.  The volume of residential and commercial loans secured by real estate, together with the low historical loan loss experience in these portfolios, and experienced loan officers and well established loan underwriting and credit administration staffs, helps to support the Company's estimate for loan loss coverage.

The following table summarizes the Company's loan loss experience for the six months ended June 30,

	2007			2006
Loans Outstanding End of Period	$	264,844,397		$	264,739,357
Average Loans Outstanding During Period	$	267,568,784		$	260,932,362
Loan Loss Reserve, Beginning of Period	$	2,267,821		$	2,189,187
Loans Charged Off:
Residential Real Estate		0			5,490
Commercial Real Estate		0			0
Commercial Loans not Secured by Real Estate		0			13,266
Consumer Loans		72,568			39,020
Total Loans Charged Off		72,568			57,776
Recoveries:
Residential Real Estate		13,346			924
Commercial Real Estate		12,234			0
Commercial Loans not Secured by Real Estate		1,512			2,496
Consumer Loans		11,559			29,039
Total Recoveries		38,651			32,459
Net Loans Charged Off		33,917			25,317
Provision Charged to Income		75,000			75,000
Loan Loss Reserve, End of Period	$	2,308,904		$	2,238,870
Net Charge Offs to Average Loans Outstanding		.013	%		.010	%
Loan Loss Reserve to Average Loans Outstanding		.863	%		.858	%

Non-performing assets for the comparison periods were as follows:

	June 30, 2007					December 31, 2006
			Percent					Percent
	Balance		of Total			Balance		of Total
Non-Accruing loans	$	633,889		91.37	%	$	720,587		77.78	%
Loans past due 90 days or more and still accruing		59,859		8.63	%		205,801		22.22	%
Total	$	693,748		100.00	%	$	926,388		100.00	%

     Specific allocations are made in the allowance for loan losses in situations management believes may represent a greater risk for loss.  In addition, a portion of the allowance (termed "unallocated") is established to absorb inherent losses that probably exist as of the valuation date although not identified through management's objective processes for estimated credit losses.  A quarterly review of various qualitative factors, including levels of, and trends in, delinquencies and non-accruals and national and local economic trends and conditions, helps to ensure that areas with potential risk are noted and coverage increased or decreased to reflect the trends in delinquencies and non-accruals.  Due in part to local economic conditions, the Company increased this section of qualitative factors during the first quarter of 2007, to allocate portions of the allowance to this area.  Residential mortgage loans make up the largest part of the loan portfolio and have the lowest historical loss ratio, helping to alleviate the overall risk.  While the allowance is described as consisting of separate allocated portions, the entire allowance is available to support loan losses, regardless of category.

Market Risk - In addition to credit risk in the Company’s loan portfolio and liquidity risk, the Company’s business activities also generate market risk.  Market risk is the risk of loss in a financial instrument arising from adverse changes in market prices and rates, foreign currency exchange rates, commodity prices and equity prices.  The Company does not have any market risk sensitive instruments acquired for trading purposes.  The Company’s market risk arises primarily from interest rate risk inherent in its lending, investing, and deposit taking activities.  Interest rate risk is directly related to the different maturities and repricing characteristics of interest-bearing assets and liabilities, as well as to loan prepayment risks, early withdrawal of time deposits, and the fact that the speed and magnitude of responses to interest rate changes vary by product.  As discussed above under "Interest Rate Risk and Asset and Liability Management", the Company actively monitors and manages its interest rate risk through the ALCO process.

FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

     The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates.  These financial instruments include commitments to extend credit, standby letters of credit and risk-sharing commitments on certain sold loans.   Such instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet.  The contract or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.  During the first six months of 2007, the Company has not engaged in any activity that has created any additional types of off-balance-sheet risk.

     The Company generally requires collateral or other security to support financial instruments with credit risk.  The Company's financial instruments or commitments whose contract amount represents credit risk as of June 30, 2007 were as follows:

	Contract or
	Notional Amount
Unused portions of home equity lines of credit		11,503,937
Other commitments to extend credit		20,349,785
Unused portions of credit card lines		8,694,995
Standby letters of credit and commercial letters of credit		809,200
MPF credit enhancement obligation, net of liability recorded		1,225,910

     Since some commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

AGGREGATE CONTRACTUAL OBLIGATIONS

The following table presents, as of June 30, 2007, significant fixed and determinable contractual obligations to third parties, by payment date:

	Less than			2-3		4-5	More than
	1 year		years		years		5 years		Total
Operating Leases	$	150,241	$	288,685	$	200,112	$	290,142	$	929,180
FHLB Borrowings		7,030,000		0		0		10,000		7,040,000
Total	$	7,180,241	$	288,685	$	200,112	$	300,142	$	7,969,180

LIQUIDITY AND CAPITAL RESOURCES

     Managing liquidity risk is essential to maintaining both depositor confidence and stability in earnings.  Liquidity management refers to the ability of the Company to adequately cover fluctuations in assets and liabilities.  Meeting loan demand (assets) and covering the withdrawal of deposit funds (liabilities) are two key components of the liquidity management process.  The Company’s principal sources of funds are deposits, amortization and prepayment of loans and securities, maturities of investment securities, sales of loans available for sale, and earnings and funds provided from operations.  Maintaining a relatively stable funding base, which is achieved by diversifying funding sources, competitively pricing deposit products, and extending the contractual maturity of liabilities, reduces the Company’s exposure to roll over risk on deposits and limits reliance on volatile short-term borrowed funds.  Short-term funding needs arise from declines in deposits or other funding sources and funding of loan commitments.  The Company’s strategy is to fund assets to the maximum extent possible with core deposits that provide a sizable source of relatively stable and low-cost funds.  When loan demand out paces deposit growth, it is necessary for the Company to use alternative funding sources, such as investment portfolio maturities and short-term borrowings, to meet these funding needs.

     The Company has taken the approach of offering deposit specials at competitive rates, in varying terms that fit within the balance sheet mix.  The strategy of offering specials is meant to provide a means to retain deposits while not having to reprice the entire deposit portfolio.  The Company recognizes that with increasing competition for deposits, it may be desirable to utilize alternative sources of funding.  This year, the Board of Directors approved an updated Asset Liability Management Funding Policy that contemplates the expanded use of brokered deposits.  This will allow the Company to augment retail deposits and borrowings with brokered deposits as needed to help fund loans.

     During the first six months of 2007, the Company's available-for-sale investment portfolio decreased with maturities totaling $1.0 million, the held-to-maturity investment portfolio decreased $1.8 million and the loan portfolio decreased $4.5 million.  On the liability side, NOW and money market accounts decreased $21.0 million, time deposits decreased $1.5 million, while savings deposits increased $1.0 million.

     As a member of the Federal Home Loan Bank of Boston (FHLBB), the Company has access to pre-approved lines of credit.  The Company had a $1.0 million unsecured Federal Funds line with an available balance of the same at June 30, 2007.  Interest is chargeable at a rate determined daily approximately 25 basis points higher than the rate paid on federal funds sold.  Additional borrowing capacity of approximately $82.9 million through the FHLBB is secured by the Company's qualifying loan portfolio.

     To cover seasonal decreases in deposits primarily associated with municipal accounts, the Company typically borrows short-term advances from the FHLB and pays the advances down as the deposits flow back into the bank during the third and fourth quarter.  At the end of the second quarter, the Company borrowed $7 million in a short-term advance and is currently positioned to pay it back when it matures.  As of June 30, 2007, the Company had total advances of approximately $7.0 million against the $82.9 million consisting of the following:

	Annual				Principal
Purchase Date	Rate			Maturity Date	Balance
Short-term Advances
June 28, 2007		5.27	%	August 31, 2007	$	7,000,000
Long-term Advances
November 16, 1992		7.57	%	November 16, 2007		30,000
November 16, 1992		7.67	%	November 16, 2012		10,000
Total Long-term Advances						40,000
Total Advances					$	7,040,000

     Under a separate agreement with FHLBB, the Company has the authority to collateralize public unit deposits, up to its FHLBB borrowing capacity ($82.9 million less outstanding advances noted above) with letters of credit issued by the FHLBB.  At June 30, 2007, approximately $60.5 million was pledged under this agreement, as collateral for these deposits.  Interest is charged to the Company quarterly based on the average daily balance for the quarter at an annual rate of 20 basis points.  The average daily balance for the second quarter of 2007 was approximately $16.8 million.

     Other alternative sources of funding come from unsecured Federal Funds lines with two other correspondent banks that total $7.5 million.  There were no balances outstanding on either line at June 30, 2007.

     In the second quarter of 2007, the Company declared a cash dividend of $0.17 per share, payable in the third quarter of 2007, requiring an accrual of $704,661 at June 30, 2007.  The Company also declared a 5% stock dividend to be paid during the third quarter as well, requiring restatement of all per share data prior to the second quarter of 2007.  An accrual of $2,801,082, which is booked entirely through Shareholders’ Equity, was also required for the stock dividend at June 30, 2007, resulting in a shift from Retained Earnings to Accumulated Deficit as indicated on the Balance Sheet.  Management expects that, as the year progresses, this deficit will revert to earnings.

The following table illustrates the changes in shareholders' equity from December 31, 2006 to June 30, 2007:

Balance at December 31, 2006 (book value $7.09 per share)	$	30,730,811
Net income		1,533,139
Issuance of stock through the Dividend Reinvestment Plan		403,176
Total dividends declared		(1,406,798	)
Unrealized holding gain arising during the period on available-for-sale securities, net of tax		58,435
Balance at June 30, 2007 (book value $7.17 per share)		31,318,763

     At June 30, 2007, the Company reported that of the 405,000 shares authorized for the stock buyback plan, 178,890 shares have been purchased, leaving 226,110 shares available for repurchase.  The repurchase price paid for these shares ranged from $9.75 per share in May of 2000 to $16.50 per share paid in September of 2005.  During the first six months of 2007, the Company did not repurchase any shares pursuant to the buyback authority.  The last purchase pursuant to such authority was December 23, 2005 in which 4,938 shares were repurchased at a price of $16.00 per share. For additional information on stock repurchases by the Company and affiliated purchasers (as defined in SEC Rule 10b-18) refer to Part II, Item 2 of this Report.

     The primary source of funds for the Company's payment of dividends to its shareholders is dividends paid to the Company by the Bank.  The Bank, as a national bank, is subject to the dividend restrictions set forth by the Comptroller of the Currency ("OCC").  Under such restrictions, the Bank may not, without the prior approval of the OCC, declare dividends in excess of the sum of the current year's earnings (as defined) plus the retained earnings (as defined) from the prior two years.

     Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined).  Under current guidelines, banks must maintain a risk-based capital ratio of 8.0%, of which at least 4.0% must be in the form of core capital (as defined).

     Regulators have also established minimum capital ratio guidelines for FDIC-insured banks under the prompt corrective action provisions of the Federal Deposit Insurance Act, as amended.  These minimums are risk-based capital ratio of 10.0% and Tier 1 capital ratio of 6.0%.  As of June 30, 2007, the Company’s Subsidiary was deemed well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that time that management believes have changed the Subsidiary's classification.

The risk based ratios of the Company and its subsidiary as of June 30, 2007 and December 31, 2006 exceeded regulatory guidelines and are presented in the table below.

					Minimum To Be Well
			Minimum		Capitalized Under
			For Capital		Prompt Corrective
	Actual		Adequacy Purposes:		Action Provisions:
	Amount	Ratio	Amount	Ratio	Amount	Ratio
	(Dollars in Thousands)
As of June 30, 2007:
Total capital (to risk-weighted assets)
Consolidated	$33,840	14.54%	$18,613	8.0%	N/A	N/A
Bank	$34,278	14.74%	$18,606	8.0%	$23,257	10.0%
Tier I capital (to risk-weighted assets)
Consolidated	$31,531	13.55%	$ 9,306	4.0%	N/A	N/A
Bank	$31,969	13.75%	$ 9,303	4.0%	$13,954	6.0%
Tier I capital (to average assets)
Consolidated	$31,531	9.33%	$13,511	4.0%	N/A	N/A
Bank	$31,969	9.47%	$13,510	4.0%	$16,887	5.0%
As of December 31, 2006:
Total capital (to risk-weighted assets)
Consolidated	$33,270	14.10%	$18,879	8.0%	N/A	N/A
Bank	$33,047	14.01%	$18,872	8.0%	$23,590	10.0%
Tier I capital (to risk-weighted assets)
Consolidated	$31,002	13.14%	$ 9,439	4.0%	N/A	N/A
Bank	$30,779	13.05%	$ 9,436	4.0%	$14,154	6.0%
Tier I capital (to average assets)
Consolidated	$31,002	8.59%	$14,434	4.0%	N/A	N/A
Bank	$30,779	8.53%	$14,430	4.0%	$18,038	5.0%

     The Company intends to maintain a capital resource position in excess of the minimums shown above.  Consistent with that policy, management will continue to anticipate the Company's future capital needs.

     From time to time the Company may make contributions to the capital of Community National Bank.  At present, regulatory authorities have made no demand on the Company to make additional capital contributions.  On August 1, 2007, the Company agreed to acquire LyndonBank, headquartered in Lyndonville, Vermont, through a merger of LyndonBank into Community National Bank, for a cash price of approximately $26.7 million.  In connection with that transaction, the Company expects to issue up to $15 million in principal amount of trust preferred securities and to contribute all, or substantially all, of the proceeds of such issuance to the capital of Community National Bank.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

     The Company's management of the credit, liquidity and market risk inherent in its business operations is discussed in Part 1, Item 2 of this report under the caption "RISK MANAGEMENT", which is incorporated herein by reference.  Management does not believe that there have been any material changes in the nature or categories of the Company's risk exposures from those disclosed in the Company’s 2006 annual report on form 10-K.

ITEM 4. Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report.  This evaluation was carried out under the supervision and with the participation of the Company’s management, including the Company’s Chairman and Chief Executive Officer and its President and Chief Operating Officer (Chief Financial Officer).  Based upon that evaluation, such officers concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.  For this purpose, the term “disclosure controls and procedures” means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by it in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

     The Company and/or its Subsidiary are subject to various claims and legal actions that have arisen in the normal course of business.  Management does not expect that the ultimate disposition of these matters, individually or in the aggregate, will have a material adverse impact on the Company’s financial statements.

ITEM 1A. Risk Factors

     There has been no material change in the Company's risk factors described in its Annual Report on Form 10-K for the year ended December 31, 2006.

ITEM 2. Unregistered Sales of Securities and Use of Proceeds

The following table provides information as to purchases of the Company’s common stock during the second quarter ended June 30, 2007, by the Company and by any affiliated purchaser (as defined in SEC Rule 10b-18):

				Maximum
				Number of Shares
			Total Number of	That May Yet Be
	Total Number	Average	Shares Purchased	Purchased Under
	Of Shares	Price Paid	as Part of Publicly	the Plan at the
For the period:	Purchased(1)(2)	Per Share	Announced Plan(3)	End of the Period
April 1 - April 30	2,400	$13.50	0	226,110
May 1 - May 31	0	$0	0	226,110
June 1 - June 30	0	$0	0	226,110
Total	2,400	$13.50	0	226,110

(1)  All 2,400 shares were purchased for the account of participants invested in the Company Stock Fund under the Company’s Retirement Savings Plan by or on behalf of the Plan Trustee, the Human Resources Committee of Community National Bank.  Such share purchases were facilitated through Community Financial Services Group, LLC (“CFSG”), which provides certain investment advisory services to the Plan.  Both the Plan Trustee and CFSG may be considered affiliates of the Company under Rule 10b-18.  All purchases by the Plan were made in the open market in brokerage transactions and reported on the OTC Bulletin Board©.

(2)  Shares purchased during the period do not include fractional shares repurchased from time to time in connection with the participant's election to discontinue participation in the Company's Dividend Reinvestment Plan.

(3)  The Company’s Board of Directors in April, 2000 initially authorized the repurchase from time to time of up to 205,000 shares of the Company’s common stock in open market and privately negotiated transactions, in management’s discretion and as market conditions may warrant.  The Board extended this authorization on October 15, 2002 to repurchase an additional 200,000 shares, with an aggregate limit for such repurchases under both authorizations of $3.5 million.  The approval did not specify a termination date.

ITEM 4. Submission of Matters to a Vote of Security Holders

     The following matters were submitted to a vote of security holders, at the Annual Meeting of Shareholders of Community Bancorp. on May 15, 2007:

To elect four directors to serve until the Annual Meeting of Shareholders in 2010;

To amend Article Five of the Company’s Amended and Restated Articles of Incorporation to (i) increase the number of authorized common shares from 6,000,000 to 10,000,000, and (ii) create a new class of preferred shares issuable in one or more series, with the rights and preferences of such shares established by the Board of Directors at the time of issuance;

To ratify the selection of the independent registered public accounting firm of Berry, Dunn, McNeil & Parker as the Corporation’s external auditors for the fiscal year ending December 31, 2007;

The results are as follows:

			AUTHORITY
			WITHHELD/	BROKER
MATTER	FOR	AGAINST	ABSTAIN	NON-VOTE
Election of Directors:
Michael H. Dunn	2,666,483	5,815	-0-	-0-
Marcel M. Locke	2,642,067	30,231	-0-	-0-
Stephen P. Marsh	2,666,483	5,815	-0-	-0-
Peter J. Murphy	2,613,727	58,571	-0-	-0-
Amend Article Five of the Company’s Amended	2,126,947	158,767	72,573	314,008
and Restated Articles of Incorporation
Selection of Auditors
Berry, Dunn, McNeil & Parker	2,638,306	16,117	17,874	-0-

ITEM 6. Exhibits

Exhibit 3.1 – Amended and Restated Articles of Association of Community Bancorp.

Exhibit 31.1 - Certification from the Chief Executive Officer of the Company pursuant to section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2 - Certification from the Chief Financial Officer of the Company pursuant to section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1 - Certification from the Chief Executive Officer of the Company pursuant to 18 U.S.C., Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002*

Exhibit 32.2 - Certification from the Chief Financial Officer of the Company pursuant to 18 U.S.C., Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002*

*This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Act of 1934.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

COMMUNITY BANCORP.

DATED:  August 10, 2007	/s/ Richard C. White
	Richard C. White, Chairman &
	Chief Executive Officer
DATED:  August 10, 2007	/s/ Stephen P. Marsh
	Stephen P. Marsh, President &
	Chief Operating Officer
	(Chief Financial Officer)

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

COMMUNITY BANCORP.

(As Restated August 7, 2007)

ARTICLE ONE

NAME

The name of the Corporation shall be Community Bancorp.

ARTICLE TWO

OPERATING YEAR

The Corporation shall operate on a calendar year basis.

ARTICLE THREE

DURATION

The period of duration shall be perpetual.

ARTICLE FOUR

PURPOSES

The purpose or purposes for which the Corporation is organized are:

(a)	To act as a bank holding company;
(b)	To transact any and all lawful business for which corporations may be incorporated under the Vermont Business Corporation Act as permitted to bank holding companies;
(c)	To do each and every thing necessary, suitable, or proper for the accomplishment of any of the purposes or for the attainment of any one or more of the objects herein enumerated or which at any time appear conducive to or expedient for the protection or benefit of the Corporation;
(d)	To exercise all powers granted to corporations under the Vermont Business Corporation Act.

The foregoing clauses shall be construed as powers as well as objects and purposes, and the matter expressed in each clause shall, unless herein otherwise expressly provided, be in nowise limited by reference to or inference from the terms of any other clause, but shall be regarded as independent objects, purposes, and powers, and shall not be construed to limit or restrict in any manner the meaning of the general terms or the general powers of the Corporation.

ARTICLE FIVE

STOCK

     Section A.  The aggregate number of shares of common stock the Corporation shall have authority to issue is 10,000,000 shares, with a par value of $2.50 per share.

     Section B.  The aggregate number of shares of preferred stock the Corporation shall have authority to issue is 1,000,000, without par value, issuable in one or more series.  The Board of Directors of the Corporation is hereby authorized to divide the shares of preferred stock into one or more series and to fix and determine by resolution the relative rights and preferences of any series so established, to the fullest extent permitted by law, including, without limitation, any voting powers, dividend rights, conversion rights, preemptive rights, liquidation preferences and redemption provisions.

ARTICLE SIX

BOARD OF DIRECTORS

The following provisions shall govern the classification, election, appointment and removal of directors.

     Section A.  Subject to Section D below, the Board of Directors shall consist of not less than 9 nor more than 25 shareholders, the exact number to be fixed from time to time in the manner set forth in the Bylaws. The Directors (other than directors, if any, elected under Article Fourteen of these Articles) shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible. Upon their initial election, the members of the first class shall hold office for a term expiring at the next annual meeting of shareholders after their election, the members of the second class shall hold office for a term expiring at the second annual meeting of shareholders after their election, and the members of the third class shall hold office for a term expiring at the third annual meeting of shareholders after their election. At each annual meeting of shareholders following such initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of shareholders after their election.

     Section B.  Subject to Section D below, any vacancies in the Board of Directors resulting from death, resignation, retirement or removal from office of a director may be filled by the Board of Directors, acting by a majority of the directors then in office (other than directors, if any, elected under Article Fourteen of these Articles), although less than a quorum. Any director chosen to fill a vacancy as provided herein shall hold office until the next election of the class for which such director shall have been chosen and until his successor shall have been elected and shall have qualified. No decrease in the number of directors shall shorten the term of any incumbent director.

     Section C.  Subject to Section D below, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least seventy-five percent (75%) of the combined voting power of all the then-outstanding shares of the Corporation's capital stock entitled to vote generally in the election of the directors (other than directors, if any, elected under Article Fourteen of these Articles.)

     Section D.  Nothing contained in Sections A through C of this Article Six shall be deemed to alter, amend or repeal any of the provisions of Article Fourteen of these Articles of Association, which confers, under circumstances described therein, on the holders of the debentures referred to therein, the right to elect directors in certain circumstances. During any period in which such rights may be exercised, the provision or provisions conferring such rights shall prevail over any provision of this Article Six inconsistent therewith.

ARTICLE SEVEN

AMENDMENT OF ARTICLES OF ASSOCIATION AND BYLAWS

Except as hereinafter provided for in this Article Seven, the Bylaws of the Corporation may be altered, amended or repealed by the directors, acting by resolution of a majority of the directors then in office or by resolution of the shareholders. Notwithstanding any other provision of these Articles of Association or the Bylaws of the Corporation and notwithstanding the fact that some lesser percentage may be specified by law, the affirmative vote of the holders of 75% or more of the combined voting power of the then-outstanding shares of the Corporation's capital stock entitled to vote generally in the election of directors (other than directors, if any, elected under Article Fourteen of these Articles) shall be required to amend, alter, change or repeal, in whole or in part, (1) Article Six of these Articles of Association, or (2) Sections 3.02, 3.03, 3.04, 3.05 or 3.06 of the Corporation's Bylaws.

ARTICLE EIGHT

PREEMPTIVE RIGHTS DENIED

No holder of any shares of the capital stock of any class of the Corporation shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Corporation nor any obligations convertible into stock of the Corporation, whether now or hereafter authorized, issued, or sold.

ARTICLE NINE

VOTING

The holders of the common shares of stock in this Corporation shall have the exclusive voting rights and powers including the exclusive right to notice of shareholders' meeting, and each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Cumulative voting for the election of directors is prohibited.

ARTICLE TEN

CONTRACTS WITH INTERESTED PARTIES

A contract or transaction between the Corporation and any other person (as used herein the term "person" means an individual, firm, trust, partnership, joint venture, association, corporation, political subdivision or instrumentality, or other entity) shall not be affected or invalidated by the fact that (a) any director, officer, or security holder of the Corporation is also a party to, or has a direct or indirect interest in, such contract or transaction; or (b) any director, officer, or security holder of the Corporation is in any way connected with such other person or with any of its officers or directors.

Every person who may become a director of the Corporation is hereby relieved from any liability that might otherwise exist from contracting with the Corporation for the benefit of himself or of any person in which he has any interest, provided that such contract is approved by a quorum of the Board of Directors acting in good faith and provided that the interested director is not present when such contract is approved by the Board of Directors.

ARTICLE ELEVEN

INDEMNIFICATION

The Board of Directors is authorized to adopt such By-laws and other regulations or arrangements (including contracts) providing for indemnification of, and advancement of expenses to, any person who is or was a director, officer, employee or agent of the Corporation, as the Directors may deem advisable, to the extent not inconsistent with applicable law.

ARTICLE TWELVE

REPURCHASE OF STOCK

The Corporation is authorized to purchase, directly or indirectly, its own shares to the extent of the aggregate of the unreserved and unrestricted earned surplus and unreserved and unrestricted capital surplus available therefor, without submitting such purchase to a vote of the shareholders of the Corporation.

ARTICLE THIRTEEN

AUTHORITY TO BORROW

The Board of Directors is expressly authorized, without the consent of the stockholders, except so far as such consent is herein or by law provided, to issue and sell or otherwise dispose of, for any purpose, the Corporation's bonds, debentures, notes or other securities or obligations, upon such terms and for such consideration as the Board of Directors shall deem advisable and to authorize and cause to be executed mortgages, pledges, charges and liens upon all or part of the real and personal property rights, interests and franchise of the Corporation, including contract rights, whether at the time owned or thereafter acquired.

ARTICLE FOURTEEN

VOTING RIGHTS OF DEBENTURE HOLDERS

In addition to any voting rights and powers otherwise provided in these Articles of Association or by law to holders of the Corporation's debentures, at any time an arrearage in debenture interest payments (as hereinafter defined) shall have existed for at least thirty days and be continuing, upon a special meeting of holders of the Corporation's debentures called as hereinafter provided, the number of directors constituting the Board of Directors of the Corporation may be increased by two and the holders of the outstanding debentures shall have the exclusive and special right, voting together as a single class (with each debenture being entitled to one vote), to elect two directors of the Corporation to fill such newly created directorships, provided that such right shall not apply at any such meeting if or to the extent that two members of the Board of Directors whose terms of office do not expire at the meeting have previously been elected by the holders of outstanding debentures as aforesaid. Such right to elect two directors shall continue until such time as there shall not exist any arrearage in debenture interest payments.

Each director so elected (a "Debenture Director") shall continue to serve as such director for the lesser of (i) a period of six months following the date on which there is no longer an arrearage in debenture interest payments, or (ii) the full term for which such director has been elected. Any Debenture Director may be removed by, and shall not be removed except by, the vote of the holders of the outstanding debentures, voting together as a single class, at any special meeting called for that purpose. So long as any arrearage in debenture interest payments shall exist (i) any vacancy in the office of a Debenture Director may be filled (except as provided in the following clause (ii))by an instrument in writing signed by the remaining Debenture Director and filed with the Secretary of the Corporation, and (ii) in case two such vacancies exist or in the case of the removal of any Debenture Director, the vacancy may be filled by the vote of the holders of the outstanding debentures, voting together as a single class, at any special meeting called for that purpose. Each director elected as aforesaid by the remaining Debenture Director shall be deemed, for all purposes hereof, to be a Debenture Director. Whenever the term of office of the Debenture Director shall end and no arrearage in debenture interest payments shall exist, the number of directors constituting the Board of Directors of the Corporation automatically shall be reduced by two.

For purposes of this Article, an "arrearage in debenture interest payments" shall be deemed to have occurred whenever interest on the Corporation's debentures for two or more interest periods shall be in arrears and unpaid, in whole or in part, and, having so occurred, such arrearage shall be deemed to exist thereafter until, but only until, full interest on all outstanding debentures shall have been paid, or a sufficient sum set apart for the payment of such interest, to and including the end of the last preceding interest period.

At any time when such special voting power has vested in the holders of debentures as herein above set forth, a proper officer of the Corporation will, upon the written request of the holders of record of at least 5% of the principal amount of debentures at the time outstanding, addressed to the secretary of the Corporation, call a special meeting of the holders of debentures for the purpose of electing directors, with notice as provided for special meetings of shareholders. Such meeting will be held at the earliest legally permissible date at the principal office of the Corporation. If such meeting has not been called by a proper officer of the Corporation within ten days after personal service of said written request upon the secretary of the Corporation at its principal office, then the holders of record of at least 5% of the principal amount of debentures at the time outstanding may designate in writing one of their number to call such meeting at the expense of the Corporation, and such meeting may be called by such person so designated upon the notice required for special meetings of shareholders and will be held at the Corporation's principal office. Any holder of debentures so designated will be given access to the record books of the Corporation for the purpose of causing meetings of debenture holders to be called pursuant to these provisions.

At any meeting or at any adjournment or adjournments thereof held for the purpose of electing directors at which the holders of debentures have the special right, voting separately as a class, to elect directors as provided in this Article, the presence, in person or by proxy, of the holders of 50% of the principal amount of debentures at the time outstanding will be required to constitute a quorum for the election of any director by the holders of debentures exercising such special right. The election of directors at any such meeting shall be by plurality vote.

ARTICLE FIFTEEN

INCORPORATOR

The incorporator is a natural person who has attained the age of majority and is a resident of the State of Vermont.

ARTICLE SIXTEEN

LIMITATION OF DIRECTOR LIABILITY

A Director of the Corporation shall have no personal liability to the Corporation or to its shareholders for money damages for any action taken, or any failure to take any action, solely as a director, based on a failure to discharge his or her own duties in accordance with Section 8.30 of Title 11A of the Vermont Statutes Annotated, except for (a) the amount of a financial benefit received by the Director to which the Director is not entitled; (b) an intentional reckless infliction of harm on the Corporation or its shareholders; (c) a violation of Section 8.33 of Title 11A of the Vermont Statutes Annotated; or (d) an intentional or reckless criminal act. This Article Sixteen shall not be deemed to eliminate or limit the liability of a Director for any act or omission occurring prior to the date this Article becomes effective. No amendment or repeal of this Article Sixteen shall apply to or have any effect on the liability or alleged liability of any Director of the Corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment or repeal.

Dated at Derby, in the County of Orleans, and State of Vermont, this 18th day of June, 1982.

/s/ Arthur S. Judd, Jr.

Incorporator

P.O. Box 398

Derby, Vermont 05829

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Richard C. White, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Community Bancorp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
		(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		(b) [Omitted]
		(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
		(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
		(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  August 10, 2007

/s/ Richard C. White                               

Chairman and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Stephen P. Marsh, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Community Bancorp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
		(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		(b) [Omitted]
		(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
		(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
		(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  August 10, 2007

/s/ Stephen P. Marsh                            

President and Chief Operating Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U. S. C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Community Bancorp. (the "Company") on Form 10-Q for the period ended June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Chief Executive Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:  1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and 2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

     A signed original of this written statement required by Section 906 has been provided to Community Bancorp. and will be retained by Community Bancorp. and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Richard C. White               

Richard C. White, Chairman

& Chief Executive Officer

August 10, 2007

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U. S. C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Community Bancorp. (the "Company") on Form 10-Q for the period ended June 30, 2007, filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Chief Financial Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and 2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

     A signed original of this written statement required by Section 906 has been provided to Community Bancorp. and will be retained by Community Bancorp. and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Stephen P. Marsh               

Stephen P. Marsh, President

& Chief Operating Officer

(Chief Financial Officer)

August 10, 2007