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    Exhibit
      10.2

    


    COMMUNITY
      BANCORP.

    


    12,500
      Capital Securities

    


    


    Fixed/Floating
      Rate Capital Securities

    (Liquidation
      Amount $1,000.00 per Capital Security)

    


    


    PLACEMENT
      AGREEMENT

    


    ____________________

    


    October 30,
      2007

    


    


    FTN
      Financial Capital Markets

    845
      Crossover Lane, Suite 150

    Memphis,
      Tennessee  38117

    


    Keefe,
      Bruyette & Woods, Inc.

    787
      7th
      Avenue

    4th
      Floor

    New
      York,
      New York  10019

    


    Ladies
      and Gentlemen:

     

    Community
      Bancorp., a Vermont corporation (the “Company”), and its financing subsidiary,
      CMTV Statutory Trust I, a Delaware statutory trust (the “Trust,” and
      hereinafter together with the Company, the “Offerors”), hereby confirm their
      agreement (this “Agreement”) with you as placement agents (the “Placement
      Agents”), as follows:

     

    Section
      1.  Issuance
      and Sale of Securities.

     

    1.1.  Introduction.  

     

    The
      Offerors propose to issue and sell at the Closing (as defined in
      Section 2.3.1 hereof) 12,500 of the Trust’s Fixed/Floating Rate Capital
      Securities, with a liquidation amount of $1,000.00 per capital security (the
      “Capital Securities”), to First Tennessee Bank National Association (the
“Purchaser”) pursuant to the terms of a Subscription Agreement entered into, or
      to be entered into on or prior to the Closing Date (as defined in
      Section 2.3.1 hereof), between the Offerors and the Purchaser (the
“Subscription Agreement”), the form of which is attached hereto as
Exhibit A and incorporated herein by this reference.

     

    1.2.  Operative
      Agreements.  

     

    The
      Capital Securities shall be fully and unconditionally guaranteed on a
      subordinated basis by the Company with respect to distributions and amounts
      payable upon liquidation, redemption or repayment (the “Guarantee”) pursuant and
      subject to the Guarantee Agreement (the “Guarantee Agreement”), to be dated as
      of the Closing Date and executed and delivered by the Company and Wilmington
      Trust Company (“WTC”), as trustee (the “Guarantee Trustee”), for the benefit
      from time to time of the holders of the Capital Securities.  The
      entire proceeds from the sale by the Trust to the holders of the Capital
      Securities shall be combined with the entire proceeds from the sale by the
      Trust
      to the Company of its common securities (the “Common Securities”), and shall be
      used by the Trust to purchase $12,887,000.00 in principal amount of the
      Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (the
      “Debentures”) of the Company.  The Capital Securities and the Common
      Securities for the Trust shall be issued pursuant to an Amended and Restated
      Declaration of Trust among WTC, as Delaware trustee (the “Delaware Trustee”),
      WTC, as institutional trustee (the “Institutional Trustee”), the Administrators
      named therein, and the Company, to be dated as of the Closing Date and in
      substantially the form heretofore delivered to the Placement Agents (the “Trust
      Agreement”).  The Debentures shall be issued pursuant to an Indenture
      (the “Indenture”), to be dated as of the Closing Date, between the Company and
      WTC, as indenture trustee (the “Indenture Trustee”).  The documents
      identified in this Section 1.2 and in Section 1.1 are referred to
      herein as the “Operative Documents.”

     

    1.3.  Rights
      of Purchaser.  

     

    The
      Capital Securities shall be offered and sold by the Trust directly to the
      Purchaser without registration of any of the Capital Securities, the Debentures
      or the Guarantee under the Securities Act of 1933, as amended (the “Securities
      Act”), or any other applicable securities laws in reliance upon exemptions from
      the registration requirements of the Securities Act and other applicable
      securities laws.  The Offerors agree that this Agreement shall be
      incorporated by reference into the Subscription Agreement and the Purchaser
      shall be entitled to each of the benefits of the Placement Agents and the
      Purchaser under this Agreement and shall be entitled to enforce obligations
      of
      the Offerors under this Agreement as fully as if the Purchaser were a party
      to
      this Agreement.  The Offerors and the Placement Agents have entered
      into this Agreement to set forth their understanding as to their relationship
      and their respective rights, duties and obligations.

     

    1.4.  Legends.  

     

    Upon
      original issuance thereof, and until such time as the same is no longer required
      under the applicable requirements of the Securities Act, the Capital Securities
      and Debentures certificates shall each contain a legend as required pursuant
      to
      any of the Operative Documents.

     

    Section
      2.  Purchase
      of Capital Securities.

     

    2.1.  Exclusive
      Rights; Purchase Price.  

     

    From
      the
      date hereof until the Closing Date (which date may be extended by mutual
      agreement of the Offerors and the Placement Agents), the Offerors hereby grant
      to the Placement Agents the exclusive right to arrange for the sale of the
      Capital Securities to the Purchaser at a purchase price of $1,000.00 per Capital
      Security.

     

    2.2.  Subscription
      Agreement.  

     

    The
      Offerors hereby agree to evidence their acceptance of the subscription by
      countersigning a copy of the Subscription Agreement and returning the same
      to
      the Placement Agents.

     

    2.3.  Closing
      and Delivery of Payment.

     

    2.3.1.  Closing;
      Closing Date.  

     

    The
      sale
      and purchase of the Capital Securities by the Offerors to the Purchaser shall
      take place at a closing (the “Closing”) at the offices of Lewis, Rice &
Fingersh, L.C., at 10:00 a.m. (St. Louis time) on October 31,
      2007, or such other business day as may be agreed upon by the Offerors and
      the
      Placement Agents (the “Closing Date”); provided, however, that in
      no event shall the Closing Date occur later than November 7, 2007 unless
      consented to by the Purchaser.  Payment by the Purchaser shall be
      payable in the manner set forth in the Subscription Agreement and shall be
      made
      prior to or on the Closing Date.

     

    2.3.2.  Delivery.  

     

    The
      certificate for the Capital Securities shall be in definitive form, registered
      in the name of the Purchaser, or the Purchaser’s designee, and in the aggregate
      amount of the Capital Securities purchased by the Purchaser.

     

    2.3.3.  Transfer
      Agent.  

     

    The
      Offerors shall deposit the certificate representing the Capital Securities
      with
      the Institutional Trustee or other appropriate party prior to the Closing
      Date.

     

    2.4.  Costs
      and Expenses.  

     

    Whether
      or not this Agreement is terminated or the sale of the Capital Securities is
      consummated, the Company hereby covenants and agrees that it shall pay or cause
      to be paid (directly or by reimbursement) all reasonable costs and expenses
      incident to the performance of the obligations of the Offerors under this
      Agreement, including all fees, expenses and disbursements of counsel and
      accountants for the Offerors; all reasonable expenses incurred by the Offerors
      incident to the preparation, execution and delivery of the Trust Agreement,
      the
      Indenture, and the Guarantee; and all other reasonable costs and expenses
      incident to the performance of the obligations of the Company hereunder and
      under the Trust Agreement.

     

    2.5.  Failure
      to Close.  

     

    If
      any of
      the conditions to the Closing specified in this Agreement shall not have been
      fulfilled to the satisfaction of the Placement Agents or if the Closing shall
      not have occurred on or before 10:00 a.m. (St. Louis time) on
      November 7, 2007, then each party hereto, notwithstanding anything to the
      contrary in this Agreement, shall be relieved of all further obligations under
      this Agreement without thereby waiving any rights it may have by reason of
      such
      nonfulfillment or failure; provided, however, that the obligations
      of the parties under Sections 2.4, 7.5 and 9 shall not be so relieved and
      shall continue in full force and effect.

     

    Section
      3.  Closing
      Conditions.  

     

    The
      obligations of the Purchaser and the Placement Agents on the Closing Date shall
      be subject to the accuracy, at and as of the Closing Date, of the
      representations and warranties of the Offerors contained in this Agreement,
      to
      the accuracy, at and as of the Closing Date, of the statements of the Offerors
      made in any certificates pursuant to this Agreement, to the performance by
      the
      Offerors of their respective obligations under this Agreement, to compliance,
      at
      and as of the Closing Date, by the Offerors with their respective agreements
      herein contained, and to the following further conditions:

     

    3.1.  Opinions
      of Counsel.  

     

    On
      the
      Closing Date, the Placement Agents shall have received the following favorable
      opinions, each dated as of the Closing Date:  (a) from Primmer
      Piper Eggleston & Crammer PC, counsel for the Offerors and
      addressed to the Purchaser, the Placement Agents and WTC in substantially the
      form set forth on Exhibit B-1 attached hereto and incorporated
      herein by this reference, (b) from Richards, Layton & Finger, P.A.,
      special Delaware counsel to the Offerors and addressed to the Purchaser, the
      Placement Agents and the Offerors, in substantially the form set forth on
Exhibit B-2 attached hereto and incorporated herein by this
      reference and (c) from Lewis, Rice & Fingersh, L.C., special tax
      counsel to the Offerors, and addressed to the Placement Agents and the Offerors,
      addressing the items set forth on Exhibit B-3 attached hereto and
      incorporated herein by this reference, subject to the receipt by Lewis, Rice
      & Fingersh, L.C. of a representation letter from the Company in the form set
      forth in Exhibit B-3 completed in a manner reasonably satisfactory
      to Lewis, Rice & Fingersh, L.C. (collectively, the “Offerors’ Counsel
      Opinions”).  In rendering the Offerors’ Counsel Opinions, counsel to
      the Offerors may rely as to factual matters upon certificates or other documents
      furnished by officers, directors and trustees of the Offerors (copies of which
      shall be delivered to the Placement Agents and the Purchaser) and by government
      officials, and upon such other documents as counsel to the Offerors may, in
      their reasonable opinion, deem appropriate as a basis for the Offerors’ Counsel
      Opinions.  Counsel to the Offerors may specify the jurisdictions in
      which they are admitted to practice and that they are not admitted to practice
      in any other jurisdiction and are not experts in the law of any other
      jurisdiction.  If the Offerors’ counsel is not admitted to practice in
      the State of New York, the opinion of Offerors’ counsel may assume, for purposes
      of the opinion, that the laws of the State of New York are substantively
      identical, in all respects material to the opinion, to the internal laws of
      the
      state in which such counsel is admitted to practice.  Such Offerors’
Counsel Opinions shall not state that they are to be governed or qualified
      by,
      or that they are otherwise subject to, any treatise, written policy or other
      document relating to legal opinions, including, without limitation, the Legal
      Opinion Accord of the ABA Section of Business Law (1991).

     

    3.2.  Officer’s
      Certificate.  

     

    At
      the
      Closing Date, the Purchaser and the Placement Agents shall have received
      certificates from an authorized officer of the Company, dated as of the Closing
      Date, stating that (i) the representations and warranties of the Offerors
      set forth in Section 5 hereof are true and correct as of the Closing Date
      and that the Offerors have complied with all agreements and satisfied all
      conditions on their part to be performed or satisfied at or prior to the Closing
      Date, (ii) since the date of this Agreement the Offerors have not incurred
      any liability or obligation, direct or contingent, or entered into any material
      transactions, other than in the ordinary course of business, which is material
      to the Offerors, and (iii) covering such other matters as the Placement
      Agents may reasonably request.

     

    3.3.  Administrator’s
      Certificate.  

     

    At
      the
      Closing Date, the Purchaser and the Placement Agents shall have received a
      certificate of one or more Administrators of the Trust, dated as of the Closing
      Date, stating that the representations and warranties of the Trust set forth
      in
      Section 5 are true and correct as of the Closing Date and that the Trust
      has complied with all agreements and satisfied all conditions on its part to
      be
      performed or satisfied at or prior to the Closing Date.

     

    3.4.  Purchase
      Permitted by Applicable Laws; Legal
      Investment.  

     

    The
      purchase of and payment for the Capital Securities as described in this
      Agreement and pursuant to the Subscription Agreement shall (a) not be
      prohibited by any applicable law or governmental regulation, (b) not
      subject the Purchaser or the Placement Agents to any penalty or, in the
      reasonable judgment of the Purchaser and the Placement Agents, other onerous
      conditions under or pursuant to any applicable law or governmental regulation,
      and (c) be permitted by the laws and regulations of the jurisdictions to
      which the Purchaser and the Placement Agents are subject.

     

    3.5.  Consents
      and Permits.  

     

    The
      Company and the Trust shall have received all consents, permits and other
      authorizations, and made all such filings and declarations, as may be required
      from any person or entity pursuant to any law, statute, regulation or rule
      (federal, state, local and foreign), or pursuant to any agreement, order or
      decree to which the Company or the Trust is a party or to which either is
      subject, in connection with the transactions contemplated by this
      Agreement.

     

    3.6.  Information.  

     

    Prior
      to
      or on the Closing Date, the Offerors shall have furnished to the Placement
      Agents such further information, certificates, opinions and documents addressed
      to the Purchaser and the Placement Agents, which the Placement Agents may
      reasonably request, including, without limitation, a complete set of the
      Operative Documents or any other documents or certificates required by this
      Section 3; and all proceedings taken by the Offerors in connection with the
      issuance, offer and sale of the Capital Securities as herein contemplated shall
      be reasonably satisfactory in form and substance to the Placement
      Agents.

     

    If
      any
      condition specified in this Section 3 shall not have been fulfilled when
      and as required in this Agreement, or if any of the opinions or certificates
      mentioned above or elsewhere in this Agreement shall not be reasonably
      satisfactory in form and substance to the Placement Agents, this Agreement
      may
      be terminated by the Placement Agents by notice to the Offerors at any time
      at
      or prior to the Closing Date.  Notice of such termination shall be
      given to the Offerors in writing or by telephone or facsimile confirmed in
      writing.

     

    Section
      4.  Conditions
      to the Offerors’ Obligations.  

     

    The
      obligations of the Offerors to sell the Capital Securities to the Purchaser
      and
      consummate the transactions contemplated by this Agreement shall be subject
      to
      the accuracy, at and as of the Closing Date, of the representations and
      warranties of the Placement Agents contained in this Agreement and to the
      following further conditions:

     

    4.1.  Executed
      Agreement.  

     

    The
      Offerors shall have received from the Placement Agents an executed copy of
      this
      Agreement.

     

    4.2.  Fulfillment
      of Other Obligations.  

     

    The
      Placement Agents shall have fulfilled all of their other obligations and duties
      required to be fulfilled under this Agreement prior to or at the
      Closing.

     

    Section
      5.  Representations
      and Warranties of the Offerors.  

     

    Except
      as
      set forth on the Disclosure Schedule (as defined in Section 11.1) attached
      hereto, if any, the Offerors jointly and severally represent and warrant to
      the
      Placement Agents and the Purchaser as of the date hereof and as of the Closing
      Date as follows:

     

    5.1.  Securities
      Law Matters.

     

    (a)    

     

    Neither
      the Company nor the Trust, nor any of their “Affiliates” (as defined in
      Rule 501(b) of Regulation D under the Securities Act
      (“Regulation D”)), nor any person acting on any of their behalf has,
      directly or indirectly, made offers or sales of any security, or solicited
      offers to buy any security, under circumstances that would require the
      registration under the Securities Act of any of the Capital Securities, the
      Guarantee or the Debentures (collectively, the “Securities”) or any other
      securities to be issued, or which may be issued, by the Purchaser.

     

    (b)    

     

    Neither
      the Company nor the Trust, nor any of their Affiliates, nor any person acting
      on
      its or their behalf  has (i) other than the Placement Agents,
      offered for sale or solicited offers to purchase the Securities, or
      (ii) engaged in any form of offering, general solicitation or general
      advertising (within the meaning of Regulation D) in connection with any
      offer or sale of any of the Securities.

     

    (c)    

     

    The
      Securities satisfy the eligibility requirements of Rule 144A(d)(3) under
      the Securities Act.

     

    (d)    

     

    Neither
      the Company nor the Trust is or, after giving effect to the offering and sale
      of
      the Capital Securities and the consummation of the transactions described in
      this Agreement, will be an “investment company” or an entity “controlled” by an
“investment company,” in each case within the meaning of Section 3(a) of
      the Investment Company Act of 1940, as amended (the “Investment Company Act”),
      without regard to Section 3(c) of the Investment Company Act.

     

    (e)    

     

    Neither
      the Company nor the Trust has paid or agreed to pay to any person or entity
      (other than the Placement Agents) any compensation for soliciting another to
      purchase any of the Securities.

     

    5.2.  Organization,
      Standing and Qualification of the Trust.  

     

    The
      Trust
      has been duly created and is validly existing in good standing as a statutory
      trust under the Delaware Statutory Trust Act (the “Statutory Trust Act”) with
      the power and authority to own property and to conduct the business it transacts
      and proposes to transact and to enter into and perform its obligations under
      the
      Operative Documents.  The Trust is duly qualified to transact business
      as a foreign entity and is in good standing in each jurisdiction in which such
      qualification is necessary, except where the failure to so qualify or be in
      good
      standing would not have a material adverse effect on the Trust.  The
      Trust is not a party to or otherwise bound by any agreement other than the
      Operative Documents.  The Trust is and will, under current law, be
      classified for federal income tax purposes as a grantor trust and not as an
      association taxable as a corporation.

     

    5.3.  Trust
      Agreement.  

     

    The
      Trust
      Agreement has been duly authorized by the Company and, on the Closing Date,
      will
      have been duly executed and delivered by the Company and the Administrators
      of
      the Trust, and, assuming due authorization, execution and delivery by the
      Delaware Trustee and the Institutional Trustee, will be a valid and binding
      obligation of the Company and such Administrators, enforceable against them
      in
      accordance with its terms, subject to (a) applicable bankruptcy,
      insolvency, moratorium, receivership, reorganization, liquidation and other
      laws
      relating to or affecting creditors’ rights generally, and (b) general
      principles of equity (regardless of whether considered and applied in a
      proceeding in equity or at law) (“Bankruptcy and Equity”).  Each of
      the Administrators of the Trust is an employee or a director of the Company
      or
      of a financial institution subsidiary of the Company and has been duly
      authorized by the Company to execute and deliver the Trust
      Agreement.

     

    5.4.  Guarantee
      Agreement and the Indenture.  

     

    Each
      of
      the Guarantee and the Indenture has been duly authorized by the Company and,
      on
      the Closing Date will have been duly executed and delivered by the Company,
      and,
      assuming due authorization, execution and delivery by the Guarantee Trustee,
      in
      the case of the Guarantee, and by the Indenture Trustee, in the case of the
      Indenture, will be a valid and binding obligation of the Company enforceable
      against it in accordance with its terms, subject to Bankruptcy and
      Equity.

     

    5.5.  Capital
      Securities and Common Securities.  

     

    The
      Capital Securities and the Common Securities have been duly authorized by the
      Trust Agreement and, when issued and delivered against payment therefor on
      the
      Closing Date to the Purchaser, in the case of the Capital Securities, and to
      the
      Company, in the case of the Common Securities, will be validly issued and
      represent undivided beneficial interests in the assets of the Trust. None of
      the
      Capital Securities or the Common Securities is subject to preemptive or other
      similar rights.  On the Closing Date, all of the issued and
      outstanding Common Securities will be directly owned by the Company free and
      clear of any pledge, security interest, claim, lien or other
      encumbrance.

     

    5.6.  Debentures.  

     

    The
      Debentures have been duly authorized by the Company and, at the Closing Date,
      will have been duly executed and delivered to the Indenture Trustee for
      authentication in accordance with the Indenture, and, when authenticated in
      the
      manner provided for in the Indenture and delivered against payment therefor
      by
      the Trust, will constitute valid and binding obligations of the Company entitled
      to the benefits of the Indenture enforceable against the Company in accordance
      with their terms, subject to Bankruptcy and Equity.

     

    5.7.  Power
      and Authority.  

     

    This
      Agreement has been duly authorized, executed and delivered by the Company and
      the Trust and constitutes the valid and binding obligation of the Company and
      the Trust, enforceable against the Company and the Trust in accordance with
      its
      terms, subject to Bankruptcy and Equity.

     

    5.8.  No
      Defaults.  

     

    The
      Trust
      is not in violation of the Trust Agreement or, to the knowledge of the
      Administrators, any provision of the Statutory Trust Act.  The
      execution, delivery and performance by the Company or the Trust of this
      Agreement or the Operative Documents to which it is a party, and the
      consummation of the transactions contemplated herein or therein and the use
      of
      the proceeds therefrom, will not conflict with or constitute a breach of, or
      a
      default under, or result in the creation or imposition of any lien, charge
      or
      other encumbrance upon any property or assets of the Trust, the Company or
      any
      of the Company’s Subsidiaries (as defined in Section 5.11 hereof) pursuant
      to any contract, indenture, mortgage, loan agreement, note, lease or other
      instrument to which the Trust, the Company or any of its Subsidiaries is a
      party
      or by which it or any of them may be bound, or to which any of the property
      or
      assets of any of them is subject, except for a conflict, breach, default, lien,
      charge or encumbrance which could not, singly or in the aggregate, reasonably
      be
      expected to have a Material Adverse Effect nor will such action result in any
      violation of the Trust Agreement or the Statutory Trust Act or require the
      consent, approval, authorization or order of any court or governmental agency
      or
      body.  As used herein, the term “Material Adverse Effect” means any
      one or more effects that individually or in the aggregate are material and
      adverse to the Offerors’ ability to consummate the transactions contemplated
      herein or in the Operative Documents or any one or more effects that
      individually or in the aggregate are material and adverse to the condition
      (financial or otherwise), earnings, affairs, business, prospects or results
      of
      operations of the Company and its Subsidiaries taken as whole, whether or not
      occurring in the ordinary course of business.

     

    5.9.  Organization,
      Standing and Qualification of the Company.  

     

    The
      Company has been duly incorporated and is validly existing as a corporation
      in
      good standing under the laws of Vermont, with all requisite corporate power
      and
      authority to own its properties and conduct the business it transacts and
      proposes to transact, and is duly qualified to transact business and is in
      good
      standing as a foreign corporation in each jurisdiction where the nature of
      its
      activities requires such qualification, except where the failure of the Company
      to be so qualified would not, singly or in the aggregate, have a Material
      Adverse Effect.

     

    5.10.  Subsidiaries
      of the Company.  

     

    Each
      of
      the Company’s significant subsidiaries (as defined in Section 1-02(w) of
      Regulation S-X to the Securities Act (the “Significant Subsidiaries”)) is listed
      in Exhibit C attached hereto and incorporated herein by this
      reference.  Each Significant Subsidiary has been duly organized and is
      validly existing and in good standing under the laws of the jurisdiction in
      which it is chartered or organized, with all requisite power and authority
      to
      own its properties and conduct the business it transacts and proposes to
      transact, and is duly qualified to transact business and is in good standing
      as
      a foreign entity in each jurisdiction where the nature of its activities
      requires such qualification, except where the failure of any such Significant
      Subsidiary to be so qualified would not, singly or in the aggregate, have a
      Material Adverse Effect.  All of the issued and outstanding shares of
      capital stock of the Significant Subsidiaries (a) have been duly authorized
      and are validly issued, (b) are fully paid and nonassessable, and
      (c) are wholly owned, directly or indirectly, by the Company free and clear
      of any security interest, mortgage, pledge, lien, encumbrance, restriction
      upon
      voting or transfer, preemptive rights, claim, equity or other
      defect.

     

    5.11.  Permits.  

     

    The
      Company and each of its subsidiaries (as defined in Section 1-02(x) of
      Regulation S-X to the Securities Act) (the “Subsidiaries”) have all requisite
      power and authority, and all necessary authorizations, approvals, orders,
      licenses, certificates and permits of and from regulatory or governmental
      officials, bodies and tribunals, to own or lease their respective properties
      and
      to conduct their respective businesses as now being conducted, except such
      authorizations, approvals, orders, licenses, certificates and permits which,
      if
      not obtained and maintained, would not, singly or in the aggregate, have a
      Material Adverse Effect, and neither the Company nor any of its Subsidiaries
      has
      received any notice of proceedings relating to the revocation or modification
      of
      any such authorizations, approvals, orders, licenses, certificates or permits
      which, singly or in the aggregate, if the failure to be so licensed or approved
      is the subject of an unfavorable decision, ruling or finding, would, singly
      or
      in the aggregate, have a Material Adverse Effect; and the Company and its
      Subsidiaries are in compliance with all applicable laws, rules, regulations
      and
      orders and consents, the violation of which would, singly or in the aggregate,
      have a Material Adverse Effect.

     

    5.12.  Conflicts,
      Authorizations and Approvals.  

     

    Neither
      the Company nor any of its Subsidiaries is in violation of its respective
      articles or certificate of incorporation, charter or by-laws or similar
      organizational documents or in default in the performance or observance of
      any
      obligation, agreement, covenant or condition contained in any contract,
      indenture, mortgage, loan agreement, note, lease or other agreement or
      instrument to which either the Company or any of its Subsidiaries is a party,
      or
      by which it or any of them may be bound or to which any of the property or
      assets of the Company or any of its Subsidiaries is subject, the effect of
      which
      violation or default in performance or observance would have, singly or in
      the
      aggregate, a Material Adverse Effect.

     

    5.13.  Holding
      Company Registration and Deposit
      Insurance.  

     

    The
      Company is duly registered (i) as a bank holding company or financial
      holding company under the Bank Holding Company Act of 1956, as amended, and
      the
      regulations of the Board of Governors of the Federal Reserve System (the
“Federal Reserve”) or (ii) as a savings and loan holding company under the
      Home Owners’ Loan Act of 1933, as amended, and the regulations of the Office of
      Thrift Supervision (the “OTS”), and the deposit accounts of the Company’s
      Subsidiary depository institutions are insured by the Federal Deposit Insurance
      Corporation (“FDIC”) to the fullest extent permitted by law and the rules and
      regulations of the FDIC, and no proceedings for the termination of such
      insurance are pending or threatened.

     

    5.14.  Financial
      Statements.

     

    (a)    

     

    The
      consolidated balance sheets of the Company and all of its Subsidiaries as of
      December 31, 2006 and December 31, 2005 and related consolidated
      income statements and statements of changes in shareholders’ equity for the
      three years ended December 31, 2006 together with the notes thereto, and
      the consolidated balance sheets of the Company and all of its Subsidiaries
      as of
      June 30, 2007 and the related consolidated income statements and statements
      of changes in shareholders’ equity for the six months then ended, copies of each
      of which have been provided to the Placement Agents (together, the “Financial
      Statements”), have been prepared in accordance with generally accepted
      accounting principles applied on a consistent basis (except as may be disclosed
      therein) and fairly present in all material respects the financial position
      and
      the results of operations and changes in shareholders’ equity of the Company and
      all of its Subsidiaries as of the dates and for the periods indicated (subject,
      in the case of interim financial statements, to normal recurring year-end
      adjustments, none of which shall be material).  The books and records
      of the Company and all of its Subsidiaries have been, and are being, maintained
      in all material respects in accordance with generally accepted accounting
      principles and any other applicable legal and accounting requirements and
      reflect only actual transactions.

     

    (b)    

     

    The
      information in the Company’s most recently filed (i) FR Y-9C filed
      with the Federal Reserve if the Company is a bank holding company,
      (ii) FR Y-9SP filed with the Federal Reserve if the Company is a small
      bank holding company or (iii) H-(b)11 filed with the OTS if the Company is
      a savings and loan holding company (the “Regulatory Report”), previously
      provided to the Placement Agents fairly presents in all material respects the
      financial position of the Company and, where applicable, all of its Subsidiaries
      as of the end of the period represented by such Regulatory Report.

     

    (c)    

     

    Since
      the
      respective dates of the Financial Statements and the Regulatory Report, there
      has been no material adverse change or development with respect to the financial
      condition or earnings of the Company and all of its Subsidiaries, taken as
      a
      whole.

     

    (d)    

     

    The
      accountants of the Company who certified the Financial Statements are
      independent public accountants of the Company and its Subsidiaries within the
      meaning of the Securities Act and the rules and regulations
      thereunder.

     

    5.15.  Exchange
      Act Reporting.  

     

    The
      reports filed with the Securities and Exchange Commission (the “Commission”) by
      the Company under the Securities Exchange Act of 1934, as amended (the “1934
      Act”) and the regulations thereunder at the time they were filed with the
      Commission complied as to form in all material respects with the requirements
      of
      the 1934 Act and such reports did not contain an untrue statement of a material
      fact or omit to state a material fact required to be stated therein or necessary
      to make the statements therein, in light of the circumstances in which they
      were
      made, not misleading.

     

    5.16.  Regulatory
      Enforcement Matters.  

     

    Neither
      the Company nor any of its Subsidiaries is subject or is party to, or has
      received any notice or advice that any of them may become subject or party
      to,
      any investigation with respect to, any cease-and-desist order, agreement,
      consent agreement, memorandum of understanding or other regulatory enforcement
      action, proceeding or order with or by, or is a party to any commitment letter
      or similar undertaking to, or is subject to any directive by, or has been since
      January 1, 2004, a recipient of any supervisory letter from, or since
      January 1, 2004, has adopted any board resolutions at the request of, any
      Regulatory Agency (as defined below) that currently restricts in any material
      respect the conduct of their business or that in any material manner relates
      to
      their capital adequacy, their credit policies, their ability or authority to
      pay
      dividends or make distributions to their shareholders or make payments of
      principal or interest on their debt obligations, their management or their
      business (each, a “Regulatory Agreement”), nor has the Company or any of its
      Subsidiaries been advised since January 1, 2004, by any Regulatory Agency
      that it is considering issuing or requesting any such Regulatory
      Agreement.  There is no material unresolved violation, criticism or
      exception by any Regulatory Agency with respect to any report or statement
      relating to any examinations of the Company or any of its
      Subsidiaries.  As used herein, the term “Regulatory Agency” means any
      federal or state agency charged with the supervision or regulation of depository
      institutions, bank, financial or savings and loan holding companies, or engaged
      in the insurance of depository institution deposits, or any court,
      administrative agency or commission or other governmental agency, authority
      or
      instrumentality having supervisory or regulatory authority with respect to
      the
      Company or any of its Subsidiaries.  Neither the Company nor any of
      the Subsidiaries is currently unable to pay dividends or make distributions
      to
      its shareholders with respect to any class of its equity securities, or
      prohibited from paying principal or interest on its debt obligations, due to
      a
      restriction or limitation, whether by statute, contract or otherwise, and,
      in
      the reasonable judgment of the Company’s management, neither the Company nor any
      of the Subsidiaries will be unable in the foreseeable future to pay dividends
      or
      make distributions with respect to any class of equity securities, or be
      prohibited from paying principal or interest on its debt obligations, due to
      a
      restriction or limitation, whether by statute, contract or
      otherwise.

     

    5.17.  No
      Material Change.  

     

    Since
      December 31, 2006, there has been no material adverse change or development
      with respect to the condition (financial or otherwise), earnings, affairs,
      business, prospects or results of operations of the Company or its Subsidiaries
      on a consolidated basis, whether or not arising in the ordinary course of
      business.

     

    5.18.  No
      Undisclosed Liabilities.  

     

    Neither
      the Company nor any of its Subsidiaries has any material liability, whether
      known or unknown, whether asserted or unasserted, whether absolute or
      contingent, whether accrued or unaccrued, whether liquidated or unliquidated,
      and whether due or to become due, including any liability for taxes (and there
      is no past or present fact, situation, circumstance, condition or other basis
      for any present or future action, suit, proceeding, hearing, charge, complaint,
      claim or demand against the Company or its Subsidiaries giving rise to any
      such
      liability), except (i) for liabilities set forth in the Financial
      Statements and (ii) normal fluctuation in the amount of the liabilities
      referred to in clause (i) above occurring in the ordinary course of
      business of the Company and all of its Subsidiaries since the date of the most
      recent balance sheet included in the Financial Statements.

     

    5.19.  Litigation.  

     

    No
      charge, investigation, action, suit or proceeding is pending or, to the
      knowledge of the Offerors, threatened against or affecting the Company or its
      Subsidiaries or any of their respective properties before or by any courts
      or
      any regulatory, administrative or governmental official, commission, board,
      agency or other authority or body, or any arbitrator, wherein an unfavorable
      decision, ruling or finding could have, singly or in the aggregate, a Material
      Adverse Effect.

     

    5.20.  Deferral
      of Interest Payments on Debentures.  

     

    The
      Company has no present intention to exercise its option to defer payments of
      interest on the Debentures as provided in the Indenture.  The Company
      believes that the likelihood that it would exercise its right to defer payments
      of interest on the Debentures as provided in the Indenture at any time during
      which the Debentures are outstanding is remote because of the restrictions
      that
      would be imposed on the Company’s ability to declare or pay dividends or
      distributions on, or to redeem, purchase, acquire or make a liquidation payment
      with respect to, any of the Company’s capital stock and on the Company’s ability
      to make any payments of principal, interest or premium on, or repay, repurchase
      or redeem, any of its debt securities that rank pari passu in all
      respects with, or junior in interest to, the Debentures.

     

    Section
      6.  Representations
      and Warranties of the Placement Agents.  

     

    Each
      Placement Agent represents and warrants to the Offerors as to itself (but not
      as
      to the other Placement Agent) as follows:

     

    6.1.  Organization,
      Standing and Qualification.

     

    (a)    

     

    FTN
      Financial Capital Markets is a division of First Tennessee Bank National
      Association, a national banking association duly organized, validly existing
      and
      in good standing under the laws of the United States, with full power and
      authority to own, lease and operate its properties and conduct its business
      as
      currently being conducted.  FTN Financial Capital Markets is duly
      qualified to transact business as a foreign corporation and is in good standing
      in each other jurisdiction in which it owns or leases property or conducts
      its
      business so as to require such qualification and in which the failure to so
      qualify would, individually or in the aggregate, have a material adverse effect
      on the condition (financial or otherwise), earnings, business, prospects or
      results of operations of FTN Financial Capital Markets.

     

    (b)    

     

    Keefe,
      Bruyette & Woods, Inc. is a corporation duly organized, validly
      existing and in good standing under the laws of the State of New York, with
      full
      power and authority to own, lease and operate its properties and conduct its
      business as currently being conducted. Keefe, Bruyette & Woods, Inc. is
      duly qualified to transact business as a foreign corporation and is in good
      standing in each other jurisdiction in which it owns or leases property or
      conducts its business so as to require such qualification and in which the
      failure to so qualify would, individually or in the aggregate, have a material
      adverse effect on the condition (financial or otherwise), earnings, business,
      prospects or results of operations of Keefe, Bruyette & Woods,
      Inc.

     

    6.2.  Power
      and Authority.  

     

    The
      Placement Agent has all requisite power and authority to enter into this
      Agreement, and this Agreement has been duly and validly authorized, executed
      and
      delivered by the Placement Agent and constitutes the legal, valid and binding
      agreement of the Placement Agent, enforceable against the Placement Agent in
      accordance with its terms, subject to Bankruptcy and Equity and except as any
      indemnification or contribution provisions thereof may be limited under
      applicable securities laws.

     

    6.3.  General
      Solicitation.  

     

    In
      the
      case of the offer and sale of the Capital Securities, no form of general
      solicitation or general advertising was used by the Placement Agent or its
      representatives including, but not limited to, advertisements, articles, notices
      or other communications published in any newspaper, magazine or similar medium
      or broadcast over television or radio or any seminar or meeting whose attendees
      have been invited by any general solicitation or general
      advertising.

     

    6.4.  Purchaser.  

     

    The
      Placement Agent has made such reasonable inquiry as is necessary to determine
      that the Purchaser is acquiring the Capital Securities for its own account,
      except as contemplated in Section 7.8 hereto, and that the Purchaser does not
      intend to distribute the Capital Securities in contravention of the Securities
      Act or any other applicable securities laws.

     

    6.5.  Qualified
      Purchasers.  

     

    The
      Placement Agent has not offered or sold and will not arrange for the offer
      or
      sale of the Capital Securities except (i) to those the Placement Agent
      reasonably believes are “accredited investors” (as defined in Rule 501 of
      Regulation D), or (ii) in any other manner that does not require
      registration of the Capital Securities under the Securities Act.  In
      connection with each such sale, the Placement Agent has taken or will take
      reasonable steps to ensure that the Purchaser is aware that (a) such sale
      is being made in reliance on an exemption under the Securities Act and
      (b) future transfers of the Capital Securities will not be made except in
      compliance with applicable securities laws.

     

    6.6.  Offering
      Circulars.  

     

    Neither
      the Placement Agent nor its representatives will include any non-public
      information about the Company, the Trust or any of their Affiliates in any
      registration statement, prospectus, offering circular or private placement
      memorandum used in connection with any purchase of Capital Securities without
      the prior written consent of the Trust and the Company.

     

    Section
      7.  Covenants
      of the Offerors.  

     

    The
      Offerors covenant and agree with the Placement Agents and the Purchaser as
      follows:

     

    7.1.  Compliance
      with Representations and Warranties.  

     

    During
      the period from the date of this Agreement to the Closing Date, the Offerors
      shall use their best efforts and take all action necessary or appropriate to
      cause their representations and warranties contained in Section 5 hereof to
      be true as of the Closing Date, after giving effect to the transactions
      contemplated by this Agreement, as if made on and as of the Closing
      Date.

     

    7.2.  Sale
      and Registration of Securities.  

     

    The
      Offerors and their Affiliates shall not nor shall any of them permit any person
      acting on their behalf (other than the Placement Agents), to directly or
      indirectly (i) sell, offer for sale or solicit offers to buy or otherwise
      negotiate in respect of any security (as defined in the Securities Act) that
      would or could be integrated with the sale of the Capital Securities in a manner
      that would require the registration under the Securities Act of the Securities
      or (ii) make offers or sales of any such Security, or solicit offers to buy
      any such Security, under circumstances that would require the registration
      of
      any of such Securities under the Securities Act.

     

    7.3.  Use
      of Proceeds.  

     

    The
      Trust
      shall use the proceeds from the sale of the Capital Securities and the Common
      Securities to purchase the Debentures from the Company.

     

    7.4.  Investment
      Company.  

     

    The
      Offerors shall not engage, or permit any Subsidiary to engage, in any activity
      which would cause it or any Subsidiary to be an “investment company” under the
      provisions of the Investment Company Act.

     

    7.5.  Reimbursement
      of Expenses.  

     

    If
      the
      sale of the Capital Securities provided for herein is not consummated
      (i) because any condition set forth in Section 3 hereof is not
      satisfied, or (ii) because of any refusal, inability or failure on the part
      of the Company or the Trust to perform any agreement herein or comply with
      any
      provision hereof other than by reason of a breach by the Placement Agents,
      the
      Company shall reimburse the Placement Agents upon demand for all of their pro
      rata share of out-of-pocket expenses (including reasonable fees and
      disbursements of counsel) in an amount not to exceed $50,000.00 that shall
      have
      been incurred by them in connection with the proposed purchase and sale of
      the
      Capital Securities.  Notwithstanding the foregoing, the Company shall
      have no obligation to reimburse the Placement Agents for their out-of-pocket
      expenses if the sale of the Capital Securities fails to occur because the
      Placement Agents fail to fulfill a condition set forth in Section
      4.

     

    7.6.  Solicitation
      and Advertising.  

     

    In
      connection with any offer or sale of any of the Securities, the Offerors shall
      not, nor shall either of them permit any of their Affiliates or any person
      acting on their behalf, other than the Placement Agents, to engage in any form
      of general solicitation or general advertising (as defined in
      Regulation D).

     

    7.7.  Compliance
      with Rule 144A(d)(4) under the Securities
      Act.  

     

    So
      long
      as any of the Securities are outstanding and are “restricted securities” within
      the meaning of Rule 144(a)(3) under the Securities Act, the Offerors will,
      during any period in which they are not subject to and in compliance with
      Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or the Offerors are not exempt from such reporting requirements
      pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act,
      provide to each holder of such restricted securities and to each prospective
      purchaser (as designated by such holder) of such restricted securities, upon
      the
      request of such holder or prospective purchaser in connection with any proposed
      transfer, any information required to be provided by Rule 144A(d)(4) under
      the Securities Act, if applicable.  This covenant is intended to be
      for the benefit of the holders, and the prospective purchasers designated by
      such holders, from time to time of such restricted securities.  The
      information provided by the Offerors pursuant to this Section 7.7 will not,
      at the date thereof, contain any untrue statement of a material fact or omit
      to
      state any material fact necessary to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading.

     

    7.8.  Transfer
      Notice.  

     

    The
      Offerors acknowledge that the Purchaser may transfer the Capital Securities,
      in
      whole or in part, at any time and from time to time following the Closing Date
      by delivering the notice (the “Transfer Notice”) attached as
Exhibit B to the Master Custodian Agreement, dated May 27,
      2004, as amended, and attached as Exhibit A to the Subscription
      Agreement.  In order to facilitate such transfer, the Company shall
      execute in blank five additional Capital Securities certificates, to be
      delivered at Closing, such certificates to be completed with the name of the
      transferee(s) to which the Capital Securities, in whole or in part, will be
      transferred upon the receipt of a Transfer Notice and authenticated by the
      Institutional Trustee at the time of each such transfer.

     

    Section
      8.  Covenants
      of the Placement Agents.  

     

    The
      Placement Agents covenant and agree with the Offerors that, during the period
      from the date of this Agreement to the Closing Date, the Placement Agents shall
      use their best efforts and take all action necessary or appropriate to cause
      their representations and warranties contained in Section 6 to be true as
      of the Closing Date, after giving effect to the transactions contemplated by
      this Agreement, as if made on and as of the Closing Date.  The
      Placement Agents further covenant and agree not to engage in hedging
      transactions with respect to the Capital Securities unless such transactions
      are
      conducted in compliance with the Securities Act.

     

    Section
      9.  Indemnification.

     

    9.1.  Indemnification
      Obligation.  

     

    The
      Offerors shall jointly and severally indemnify and hold harmless the Placement
      Agents and the Purchaser and each of their respective agents, employees,
      officers and directors and each person that controls either of the Placement
      Agents or the Purchaser within the meaning of Section 15 of the Securities
      Act or Section 20 of the Exchange Act, and agents, employees, officers and
      directors or any such controlling person of either of the Placement Agents
      or
      the Purchaser (each such person or entity, an “Indemnified Party”) from and
      against any and all losses, claims, damages, judgments, liabilities or expenses,
      joint or several, to which such Indemnified Party may become subject under
      the
      Securities Act, the Exchange Act or other federal or state statutory law or
      regulation, or at common law or otherwise (including in settlement of any
      litigation, if such settlement is effected with the written consent of the
      Offerors), insofar as such losses, claims, damages, judgments, liabilities
      or
      expenses (or actions in respect thereof) arise out of, or are based upon, or
      relate to, in whole or in part, (a) any untrue statement or alleged untrue
      statement of a material fact contained in any information (whether written
      or
      oral) or documents executed in favor of, furnished or made available to the
      Placement Agents or the Purchaser by the Offerors, or (b) any omission or
      alleged omission to state in any information (whether written or oral) or
      documents executed in favor of, furnished or made available to the Placement
      Agents or the Purchaser by the Offerors a material fact required to be stated
      therein or necessary to make the statements therein not misleading, and shall
      reimburse each Indemnified Party for any legal and other expenses as such
      expenses are reasonably incurred by such Indemnified Party in connection with
      investigating, defending, settling, compromising or paying any such loss, claim,
      damage, judgments, liability, expense or action described in this
      Section 9.1.  In addition to their other obligations under this
      Section 9, the Offerors hereby agree that, as an interim measure during the
      pendency of any claim, action, investigation, inquiry or other proceeding
      arising out of, or based upon, or related to the matters described above in
      this
      Section 9.1, they shall reimburse each Indemnified Party on a quarterly
      basis for all reasonable legal or other expenses incurred in connection with
      investigating or defending any such claim, action, investigation, inquiry or
      other proceeding, notwithstanding the absence of a judicial determination as
      to
      the propriety and enforceability of the possibility that such payments might
      later be held to have been improper by a court of competent
      jurisdiction.  To the extent that any such interim reimbursement
      payment is so held to have been improper, each Indemnified Party shall promptly
      return such amounts to the Offerors together with interest, determined on the
      basis of the prime rate (or other commercial lending rate for borrowers of
      the
      highest credit standing) announced from time to time by First Tennessee Bank
      National Association (the “Prime Rate”).  Any such interim
      reimbursement payments which are not made to an Indemnified Party within 30
      days
      of a request for reimbursement shall bear interest at the Prime Rate from the
      date of such request.

     

    9.2.  Conduct
      of Indemnification Proceedings.  

     

    Promptly
      after receipt by an Indemnified Party under this Section 9 of notice of the
      commencement of any action, such Indemnified Party shall, if a claim in respect
      thereof is to be made against the Offerors under this Section 9, notify the
      Offerors in writing of the commencement thereof; but, subject to
      Section 9.4, the omission to so notify the Offerors shall not relieve them
      from any liability pursuant to Section 9.1 which the Offerors may have to
      any Indemnified Party unless and to the extent that the Offerors did not
      otherwise learn of such action and such failure by the Indemnified Party results
      in the forfeiture by the Offerors of substantial rights and
      defenses.  In case any such action is brought against any Indemnified
      Party and such Indemnified Party seeks or intends to seek indemnity from the
      Offerors, the Offerors shall be entitled to participate in, and, to the extent
      that they may wish, to assume the defense thereof with counsel reasonably
      satisfactory to such Indemnified Party; provided, however, if the
      defendants in any such action include both the Indemnified Party and the
      Offerors and the Indemnified Party shall have reasonably concluded that there
      may be a conflict between the positions of the Offerors and the Indemnified
      Party in conducting the defense of any such action or that there may be legal
      defenses available to it and/or other Indemnified Parties which are different
      from or additional to those available to the Offerors, the Indemnified Party
      shall have the right to select separate counsel to assume such legal defenses
      and to otherwise participate in the defense of such action on behalf of such
      Indemnified Party.  Upon receipt of notice from the Offerors to such
      Indemnified Party of their election to so assume the defense of such action
      and
      approval by the Indemnified Party of counsel, the Offerors shall not be liable
      to such Indemnified Party under this Section 9 for any legal or other
      expenses subsequently incurred by such Indemnified Party in connection with
      the
      defense thereof unless (i) the Indemnified Party shall have employed such
      counsel in connection with the assumption of legal defenses in accordance with
      the proviso in the preceding sentence (it being understood, however, that the
      Offerors shall not be liable for the expenses of more than one separate counsel
      representing the Indemnified Parties who are parties to such action), or
      (ii) the Offerors shall not have employed counsel reasonably satisfactory
      to the Indemnified Party to represent the Indemnified Party within a reasonable
      time after notice of commencement of the action, in each of which cases the
      fees
      and expenses of counsel of such Indemnified Party shall be at the expense of
      the
      Offerors.

     

    9.3.  Contribution.  

     

    If
      the
      indemnification provided for in this Section 9 is required by its terms,
      but is for any reason held to be unavailable to or otherwise insufficient to
      hold harmless an Indemnified Party under Section 9.1 in respect of any
      losses, claims, damages, liabilities or expenses referred to herein or therein,
      then the Offerors shall contribute to the amount paid or payable by such
      Indemnified Party as a result of any losses, claims, damages, judgments,
      liabilities or expenses referred to herein (i) in such proportion as is
      appropriate to reflect the relative benefits received by the Offerors, on the
      one hand, and the Indemnified Party, on the other hand, from the offering of
      such Capital Securities, or (ii) if the allocation provided by
      clause (i) above is not permitted by applicable law, in such proportion as
      is appropriate to reflect not only the relative benefits referred to in
      clause (i) above but also the relative fault of the Offerors, on the one
      hand, and the Placement Agents, on the other hand, in connection with the
      statements or omissions or inaccuracies in the representations and warranties
      herein or other breaches which resulted in such losses, claims, damages,
      judgments, liabilities or expenses, as well as any other relevant equitable
      considerations.  The respective relative benefits received by the
      Offerors, on the one hand, and the Placement Agents, on the other hand, shall
      be
      deemed to be in the same proportion, in the case of the Offerors, as the total
      price paid to the Offerors for the Capital Securities sold by the Offerors
      to
      the Purchaser (net of the compensation paid to the Placement Agents hereunder,
      but before deducting expenses), and in the case of the Placement Agents, as
      the
      compensation received by them, bears to the total of such amounts paid to the
      Offerors and received by the Placement Agents as compensation.  The
      relative fault of the Offerors and the Placement Agents shall be determined
      by
      reference to, among other things, whether the untrue statement or alleged untrue
      statement of a material fact or the omission or alleged omission of a material
      fact or the inaccurate or the alleged inaccurate representation and/or warranty
      relates to information supplied by the Offerors or the Placement Agents and
      the
      parties’ relative intent, knowledge, access to information and opportunity to
      correct or prevent such statement or omission.  The provisions set
      forth in Section 9.2 with respect to notice of commencement of any action
      shall apply if a claim for contribution is made under this Section 9.3;
provided, however, that no additional notice shall be required
      with respect to any action for which notice has been given under
      Section 9.2 for purposes of indemnification.  The Offerors and
      the Placement Agents agree that it would not be just and equitable if
      contribution pursuant to this Section 9.3 were determined by pro rata
      allocation or by any other method of allocation that does not take account
      of
      the equitable considerations referred to in this
      Section 9.3.  The amount paid or payable by an Indemnified Party
      as a result of the losses, claims, damages, judgments, liabilities or expenses
      referred to in this Section 9.3 shall be deemed to include, subject to the
      limitations set forth above, any legal or other expenses reasonably incurred
      by
      such Indemnified Party in connection with investigating or defending any such
      action or claim. In no event shall the liability of the Placement Agents
      hereunder be greater in amount than the dollar amount of the compensation (net
      of payment of all expenses) received by the Placement Agents upon the sale
      of
      the Capital Securities giving rise to such obligation.  No person
      found guilty of fraudulent misrepresentation (within the meaning of
      Section 11(f) of the Securities Act) shall be entitled to contribution from
      any person who was not found guilty of such fraudulent
      misrepresentation.

     

    9.4.  Additional
      Remedies.  

     

    The
      indemnity and contribution agreements contained in this Section 9 are in
      addition to any liability that the Offerors may otherwise have to any
      Indemnified Party.

     

    9.5.  Additional
      Indemnification.  

     

    The
      Company shall indemnify and hold harmless the Trust against all loss, liability,
      claim, damage and expense whatsoever, as due from the Trust under
      Sections 9.1 through 9.4 hereof.

     

    Section
      10.  Rights
      and Responsibilities of Placement Agents.

     

    10.1.  Reliance.  

     

    In
      performing their duties under this Agreement, the Placement Agents shall be
      entitled to rely upon any notice, signature or writing which they shall in
      good
      faith believe to be genuine and to be signed or presented by a proper party
      or
      parties.  The Placement Agents may rely upon any opinions or
      certificates or other documents delivered by the Offerors or their counsel
      or
      designees to either the Placement Agents or the Purchaser.

     

    10.2.  Rights
      of Placement Agents.  

     

    In
      connection with the performance of their duties under this Agreement, the
      Placement Agents shall not be liable for any error of judgment or any action
      taken or omitted to be taken unless the Placement Agents were grossly negligent
      or engaged in willful misconduct in connection with such performance or
      non-performance.  No provision of this Agreement shall require the
      Placement Agents to expend or risk their own funds or otherwise incur any
      financial liability on behalf of the Purchaser in connection with the
      performance of any of their duties hereunder.  The Placement Agents
      shall be under no obligation to exercise any of the rights or powers vested
      in
      them by this Agreement.

     

    Section
      11.  Miscellaneous.

     

    11.1.  Disclosure
      Schedule.  

     

    The
      term
“Disclosure Schedule,” as used herein, means the schedule, if any, attached to
      this Agreement that sets forth items the disclosure of which is necessary or
      appropriate as an exception to one or more representations or warranties
      contained in Section 5 hereof; provided, that any item set forth in
      the Disclosure Schedule as an exception to a representation or warranty shall
      be
      deemed an admission by the Offerors that such item represents an exception,
      fact, event or circumstance that is reasonably likely to result in a Material
      Adverse Effect.  The Disclosure Schedule shall be arranged in
      paragraphs corresponding to the section numbers contained in
      Section 5.  Nothing in the Disclosure Schedule shall be deemed
      adequate to disclose an exception to a representation or warranty made herein
      unless the Disclosure Schedule identifies the exception with reasonable
      particularity and describes the relevant facts in reasonable
      detail.  Without limiting the generality of the immediately preceding
      sentence, the mere listing (or inclusion of a copy) of a document or other
      item
      in the Disclosure Schedule shall not be deemed adequate to disclose an exception
      to a representation or warranty made herein unless the representation or
      warranty has to do with the existence of the document or other item
      itself.  Information provided by the Company in response to any due
      diligence questionnaire shall not be deemed part of the Disclosure Schedule
      and
      shall not be deemed to be an exception to one or more representations or
      warranties contained in Section 5 hereof unless such information is specifically
      included on the Disclosure Schedule in accordance with the provisions of this
      Section 11.1.

     

    11.2.  Legal
      Expenses.  

     

    At
      Closing, the Placement Agents shall provide a credit for the Offerors’
transaction-related legal expenses in the amount of $10,000.00.

     

    11.3.  Non-Disclosure.  

     

    Except
      as
      required by applicable law, including without limitation securities laws and
      regulations promulgated thereunder, (i) the Offerors shall not, and will
      cause their advisors and representatives not to, issue any press release or
      other public statement regarding the transactions contemplated by this Agreement
      or the Operative Documents prior to or on the Closing Date and
      (ii) following the Closing Date, the Offerors shall not include in any
      press release, other public statement or other communication regarding the
      transactions contemplated by this Agreement or the Operative Documents, any
      reference to the Placement Agents, WTC, the Purchaser, the term “PreTS” or any
      derivations thereof, or the terms and conditions of this Agreement or the
      Operative Documents.  Notwithstanding anything to the contrary, the
      Offerors may (1) consult any tax advisor regarding U.S. federal income tax
      treatment or tax structure of the transaction contemplated under this Agreement
      and the Operative Documents and (2) disclose to any and all persons,
      without limitation of any kind, the U.S. Federal income tax structure (in each
      case, within the meaning of Treasury Regulation § 1.6011-4) of the transaction
      contemplated under this Agreement and the Operative Documents and all materials
      of any kind (including opinions or other tax analyses) that are provided to
      you
      relating to such tax treatment and tax structure.  For this purpose,
“tax structure” is limited to any facts relevant to the U.S. federal income tax
      treatment of the transaction and does not include information relating to
      identity of the parties.

     

    11.4.  Notices.  

     

    Prior
      to
      the Closing, and thereafter with respect to matters pertaining to this Agreement
      only, all notices and other communications provided for or permitted hereunder
      shall be made in writing by hand-delivery, first-class mail, telex, telecopier
      or overnight air courier guaranteeing next day delivery:

     

    if
      to the
      Placement Agents, to:

     

    FTN
      Financial Capital Markets

    845
      Crossover Lane, Suite 150

    Memphis,
      Tennessee  38117

    Telecopier:  901-435-4706

    Telephone:  800-456-5460

    Attention:  James
      D. Wingett

    


    and

     

    Keefe,
      Bruyette & Woods, Inc.

    787
      7th
      Avenue

    4th
      Floor

    New
      York,
      New York  10019

    Telecopier:  212-403-2000

    Telephone:  212-403-1004

    Attention:  Mitchell
      Kleinman, General Counsel

    


    with
      a
      copy to:

     

    Lewis,
      Rice & Fingersh, L.C.

    500
      North
      Broadway, Suite 2000

    St. Louis,
      Missouri  63102

    Telecopier:  314-241-6056

    Telephone:  314-444-7600

    Attention:  Thomas
      C. Erb, Esq.

     

    and

     

    Sidley
      Austin LLP

    787
      7th
      Avenue

    New
      York,
      New York  10019

    Telecopier:  212-839-5599

    Telephone:  212-839-5300

    Attention:  Renwick
      Martin, Esq.

    


    if
      to the
      Offerors, to:

     

    Community
      Bancorp.

    4811
      U.S.
      Route #5

    Derby,
      Vermont  05829

    Telecopier:  802-334-3484

    Telephone:  802-334-7915

    Attention:  Stephen P.
      Marsh

     

    with
      a
      copy to:

     

    Primmer
      Piper Eggleston & Crammer PC

    421
      Summer Street

    St.
      Johnsbury, Vermont  05819

    Telecopier:  802-748-3976

    Telephone:  802-748-5061

    Attention:  Denise
      Deschenes, Esq.

     

    All
      such
      notices and communications shall be deemed to have been duly given (i) at
      the time delivered by hand, if personally delivered, (ii) five business
      days after being deposited in the mail, postage prepaid, if mailed,
      (iii) when answered back, if telexed, (iv) the next business day after
      being telecopied, or (v) the next business day after timely delivery to a
      courier, if sent by overnight air courier guaranteeing next day
      delivery.  From and after the Closing, the foregoing notice provisions
      shall be superseded by any notice provisions of the Operative Documents under
      which notice is given.  The Placement Agents, the Offerors, and their
      respective counsel, may change their respective notice addresses from time
      to
      time by written notice to all of the foregoing persons.

     

    11.5.  Parties
      in Interest, Successors and Assigns.  

     

    Except
      as
      expressly set forth herein, this Agreement is made solely for the benefit of
      the
      Placement Agents, the Purchaser and the Offerors and any person controlling
      the
      Placement Agents, the Purchaser or the Offerors and their respective successors
      and assigns; and no other person shall acquire or have any right under or by
      virtue of this Agreement.  This Agreement shall inure to the benefit
      of and be binding upon the successors and assigns of each of the
      parties.

     

    11.6.  Counterparts.  

     

    This
      Agreement may be executed by the parties hereto in separate counterparts, each
      of which when so executed shall be deemed to be an original and all of which
      taken together shall constitute one and the same agreement.

     

    11.7.  Headings.  

     

    The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    11.8.  Governing
      Law.  

     

    THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
      LAWS (AND NOT THE LAWS PERTAINING TO CONFLICTS OF LAWS) OF THE STATE OF NEW
      YORK.

     

    11.9.  Entire
      Agreement.  

     

    This
      Agreement, together with the Operative Documents and the other documents
      delivered in connection with the transactions contemplated by this Agreement,
      is
      intended by the parties as a final expression of their agreement and intended
      to
      be a complete and exclusive statement of the agreement and understanding of
      the
      parties hereto in respect of the subject matter contained herein and
      therein.  There are no restrictions, promises, warranties or
      undertakings, other than those set forth or referred to herein and
      therein.  This Agreement, together with the Operative Documents and
      the other documents delivered in connection with the transaction contemplated
      by
      this Agreement, supersedes all prior agreements and understandings between
      the
      parties with respect to such subject matter.

     

    11.10.  Severability.  

     

    In
      the
      event that any one or more of the provisions contained herein, or the
      application thereof in any circumstances, is held invalid, illegal or
      unenforceable in any respect for any reason, the validity, legality and
      enforceability of any such provision in every other respect and of the remaining
      provisions hereof shall not be in any way impaired or affected, it being
      intended that all of the Placement Agents’ and the Purchaser’s rights and
      privileges shall be enforceable to the fullest extent permitted by
      law.

     

    11.11.  Survival.  

     

    The
      Placement Agents and the Offerors, respectively, agree that the representations,
      warranties and agreements made by each of them in this Agreement and in any
      certificate or other instrument delivered pursuant hereto shall remain in full
      force and effect and shall survive the delivery of, and payment for, the Capital
      Securities.

     

    Signatures
      appear on the following page

     


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    If
      this
      Agreement is satisfactory to you, please so indicate by signing the acceptance
      of this Agreement and deliver such counterpart to the Offerors whereupon this
      Agreement will become binding between us in accordance with its
      terms.

     

    Very
      truly yours,

    


    COMMUNITY
      BANCORP.

    


    


    
      	
              By:

            	 
              /s/ Richard C. White
	
              Name:

            	  
              Richard C. White
	
              Title:

            	  
              Chairman & CEO


    

    


    


    CMTV
      STATUTORY TRUST I

    


    


    
      	
              By:

            	 
              /s/ Richard C. White
	
              Name:

            	  Richard
              C. White
	
              Title:

            	
               
                Administrator

            


    

    


    


    CONFIRMED
      AND ACCEPTED,

    as
      of the
      date first set forth above

    


    FTN
      FINANCIAL CAPITAL MARKETS,

    a
      division of First Tennessee Bank National Association,

    as
      a Placement Agent

    


    


    
      	
              By:

            	 
              /s/ James D. Wingett
	
              Name:

            	 
              James D. Wingett
	
              Title:

            	 
              Senior Vice President


    

    


    


    KEEFE,
      BRUYETTE & WOODS, INC.,

    a
      New York corporation, as a Placement Agent

    


    


    
      	
              By:

            	 
              /s/ Peter J. Wirth
	
              Name:

            	 
              Peter J. Wirth
	
              Title:

            	 
              Managing Director


    

    



    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      A

    FORM
      OF SUBSCRIPTION AGREEMENT

    CMTV
      STATUTORY TRUST I

    COMMUNITY
      BANCORP.

    


    SUBSCRIPTION
      AGREEMENT

     

    October 31,
      2007

     

    THIS
      SUBSCRIPTIONAGREEMENT (this “Agreement”) made among
      CMTV Statutory Trust I (the “Trust”), a statutory trust created under the
      Delaware Statutory Trust Act (Chapter 38 of Title 12 of the Delaware
      Code, 12 Del. C. §§ 3801, et seq.), Community Bancorp., a Vermont
      corporation, with its principal offices located at 4811 U.S. Route #5, Derby,
      Vermont  05829 (the “Company” and, collectively with the Trust, the
“Offerors”), and First Tennessee Bank National Association (the
“Purchaser”).

     

    RECITALS:

     

    A.  The
      Trust
      desires to issue 12,500 of its Fixed/Floating Rate Capital Securities (the
      “Capital Securities”), liquidation amount $1,000.00 per Capital Security,
      representing an undivided beneficial interest in the assets of the Trust (the
      “Offering”), to be issued pursuant to an Amended and Restated Declaration of
      Trust (the “Declaration”) by and among the Company, Wilmington Trust Company
      (“WTC”), the administrators named therein, and the holders (as defined therein),
      which Capital Securities are to be guaranteed by the Company with respect to
      distributions and payments upon liquidation, redemption and otherwise pursuant
      to the terms of a Guarantee Agreement between the Company and WTC, as trustee
      (the “Guarantee”); and

     

    B.  The
      proceeds from the sale of the Capital Securities will be combined with the
      proceeds from the sale by the Trust to the Company of its common securities,
      and
      will be used by the Trust to purchase an equivalent amount of Fixed/Floating
      Rate Junior Subordinated Deferrable Interest Debentures of the Company (the
      “Debentures”) to be issued by the Company pursuant to an indenture to be
      executed by the Company and WTC, as trustee (the “Indenture”); and

     

    C.  In
      consideration of the premises and the mutual representations and covenants
      hereinafter set forth, the parties hereto agree as follows:

     

    
      	
               

            	
              ARTICLE
                I

            


    

     

    PURCHASE
      AND SALE OF CAPITAL SECURITIES

     

    1.1.  Upon
      the
      execution of this Agreement, the Purchaser hereby agrees to purchase from the
      Trust 12,500 Capital Securities at a price equal to $1,000.00 per Capital
      Security (the “Purchase Price”) and the Trust agrees to sell such Capital
      Securities to the Purchaser for said Purchase Price.  The rights and
      preferences of the Capital Securities are set forth in the
      Declaration.  The Purchase Price is payable in immediately available
      funds on October 31, 2007, or such other business day as may be designated
      by the Purchaser, but in no event later than November 7, 2007 (the “Closing
      Date”).  The Offerors shall provide the Purchaser wire transfer
      instructions no later than 1 day following the date hereof.

     

    1.2.  As
      a
      condition to its purchase of the Capital Securities, Purchaser shall enter
      into
      the Joinder Agreement to the Master Custodian Agreement, the form of which
      is
      attached hereto as Exhibit A (the “Custodian Agreement”) and, in accordance
      therewith, the certificate for the Capital Securities shall be delivered by
      the
      Trust on the Closing Date to the custodian in accordance with the Custodian
      Agreement.  Purchaser shall not transfer the Capital Securities to any
      person or entity except in accordance with the terms of the Custodian
      Agreement.

     

    1.3.  The
      Placement Agreement, dated October 30, 2007 (the “Placement Agreement”),
      among the Offerors and the placement agents identified therein (the “Placement
      Agents”) includes certain representations and warranties, covenants and
      conditions to closing and certain other matters governing the
      Offering.  The Placement Agreement is hereby incorporated by reference
      into this Agreement and the Purchaser shall be entitled to each of the benefits
      of the Placement Agents and the Purchaser under the Placement Agreement and
      shall be entitled to enforce the obligations of the Offerors under such
      Placement Agreement as fully as if the Purchaser were a party to such Placement
      Agreement.

     

    1.4.  Anything
      herein or in the Placement Agreement notwithstanding, the Offerors acknowledge
      and agree that, so long as Purchaser holds some or all of the Capital
      Securities, the Purchaser may in its discretion from time to time transfer
      or
      sell, or sell or grant participation interests in, some or all of such Capital
      Securities to one or more parties, provided that any such transaction complies,
      as applicable, with the registration requirements of the Securities Act of
      1933,
      as amended (the “Securities Act”) and any other applicable securities laws, is
      pursuant to an exemption therefrom, or is otherwise not subject
      thereto.

     

    
      	
               

            	
              ARTICLE
                II

            


    

     

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

     

    2.1.  The
      Purchaser understands and acknowledges that none of the Capital Securities,
      the
      Debentures or the Guarantee have been registered under the Securities Act or
      any
      other applicable securities law, are being offered for sale by the Trust in
      transactions not requiring registration under the Securities Act, and may not
      be
      offered, sold, pledged or otherwise transferred by the Purchaser except in
      compliance with the registration requirements of the Securities Act or any
      other
      applicable securities laws, pursuant to an exemption therefrom or in a
      transaction not subject thereto.

     

    2.2.  The
      Purchaser represents and warrants that, except as contemplated under
      Section 1.4 hereof, it is purchasing the Capital Securities for its own
      account, for investment, and not with a view to, or for offer or sale in
      connection with, any distribution thereof in violation of the Securities Act
      or
      other applicable securities laws, subject to any requirement of law that the
      disposition of its property be at all times within its control and subject
      to
      its ability to resell such Capital Securities pursuant to an effective
      registration statement under the Securities Act or under Rule 144A or any
      other exemption from registration available under the Securities Act or any
      other applicable securities law.

     

    2.3.  The
      Purchaser represents and warrants that neither the Offerors nor the Placement
      Agents are acting as a fiduciary or financial or investment adviser for the
      Purchaser.

     

    2.4.  The
      Purchaser represents and warrants that it is not relying (for purposes of making
      any investment decision or otherwise) upon any advice, counsel or
      representations (whether written or oral) of the Offerors or of the Placement
      Agents.

     

    2.5.  The
      Purchaser represents and warrants that (a) it has consulted with its own
      legal, regulatory, tax, business, investment, financial and accounting advisers
      in connection herewith to the extent it has deemed necessary, (b) it has
      had a reasonable opportunity to ask questions of and receive answers from
      officers and representatives of the Offerors concerning their respective
      financial condition and results of operations and the purchase of the Capital
      Securities, and any such questions have been answered to its satisfaction,
      (c) it has had the opportunity to review all publicly available records and
      filings concerning the Offerors and it has carefully reviewed such records
      and
      filings that it considers relevant to making an investment decision, and
      (d) it has made its own investment decisions based upon its own judgment,
      due diligence and advice from such advisers as it has deemed necessary and
      not
      upon any view expressed by the Offerors or the Placement Agents.

     

    2.6.  The
      Purchaser represents and warrants that it is a “qualified institutional buyer”
as defined under Rule 144A under the Securities Act.  If the
      Purchaser is a dealer of the type described in paragraph (a)(1)(ii) of
      Rule 144A under the Securities Act, it owns and invests on a discretionary
      basis not less than U.S. $25,000,000.00 in securities of issuers that are not
      affiliated with it.  The Purchaser is not a participant-directed
      employee plan, such as a 401(k) plan, or any other type of plan referred to
      in
      paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A, or a trust fund
      referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the
      assets of such a plan, unless investment decisions with respect to the plan
      are
      made solely by the fiduciary, trustee or sponsor of such plan.

     

    2.7.  The
      Purchaser represents and warrants that on each day from the date on which it
      acquires the Capital Securities through and including the date on which it
      disposes of its interests in the Capital Securities, either (i) it is not
      (a) an “employee benefit plan” (as defined in Section 3(3) of the
      United States Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”)) which is subject to the provisions of Part 4 of
      Subtitle B of Title I of ERISA, or any entity whose underlying assets
      include the assets of any such plan (an “ERISA Plan”), (b) any other
“plan” (as defined in Section 4975(e)(1) of the United States Internal
      Revenue Code of 1986, as amended (the “Code”)) which is subject to the
      provisions of Section 4975 of the Code or any entity whose underlying
      assets include the assets of any such plan (a “Plan”), (c) an entity
      whose underlying assets include the assets of any such ERISA Plan or other
      Plan
      by reason of Department of Labor regulation section 2510.3-101 or
      otherwise, or (d) a governmental or church plan that is subject to any
      federal, state or local law which is substantially similar to the provisions
      of
      Section 406 of ERISA or Section 4975 of the Code (a “Similar
      Law”); or (ii) the purchase, holding and disposition of the Capital
      Securities by it will satisfy the requirements for exemptive relief under
      Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE
      91-38, PTCE 95-60, PTCE 96-23 or a similar exemption, or, in the case of a
      plan
      subject to a Similar Law, will not result in a non-exempt violation of such
      Similar Law.

     

    2.8.  The
      Purchaser represents and warrants that it is acquiring the Capital Securities
      as
      principal for its own account for investment and, except as contemplated under
      Section 1.4 hereof, not for sale in connection with any distribution
      thereof.  It was not formed solely for the purpose of investing in the
      Capital Securities, and additional capital or similar contributions were not
      specifically solicited from any person owning a beneficial interest in it for
      the purpose of enabling it to purchase any Capital Securities.  The
      Purchaser is not a (i) partnership, (ii) common trust fund or
      (iii) special trust, pension, profit sharing or other retirement trust fund
      or plan in which the partners, beneficiaries or participants, as applicable,
      may
      designate the particular investments to be made or the allocation of any
      investment among such partners, beneficiaries or participants, and except as
      contemplated under Section 1.4 hereof, it agrees that it shall not hold the
      Capital Securities for the benefit of any other person and shall be the sole
      beneficial owner thereof for all purposes and that it shall not sell
      participation interests in the Capital Securities or enter into any other
      arrangement pursuant to which any other person shall be entitled to a beneficial
      interest in the distribution on the Capital Securities.  The Capital
      Securities purchased directly or indirectly by the Purchaser constitute an
      investment of no more than 40% of its assets.  The Purchaser
      understands and agrees that any purported transfer of the Capital Securities
      to
      a purchaser which would cause the representations and warranties of
      Section 2.6 and this Section 2.8 to be inaccurate shall be null and
      void ab initio and the Offerors retain the right to resell any Capital
      Securities sold to non-permitted transferees.

     

    2.9.  The
      Purchaser represents and warrants that it has full power and authority to
      execute and deliver this Agreement, to make the representations and warranties
      specified herein, and to consummate the transactions contemplated herein and
      it
      has full right and power to subscribe for Capital Securities and perform its
      obligations pursuant to this Agreement.

     

    2.10.  The
      Purchaser represents and warrants that no filing with, or authorization,
      approval, consent, license, order, registration, qualification or decree of,
      any
      governmental body, agency or court having jurisdiction over the Purchaser,
      other
      than those that have been made or obtained, is necessary or required for the
      performance by the Purchaser of its obligations under this Agreement or to
      consummate the transactions contemplated herein.

     

    2.11.  The
      Purchaser represents and warrants that this Agreement has been duly authorized,
      executed and delivered by the Purchaser.

     

    2.12.  The
      Purchaser understands and acknowledges that the Company will rely upon the
      truth
      and accuracy of the foregoing acknowledgments, representations, warranties
      and
      agreements and agrees that, if any of the acknowledgments, representations,
      warranties or agreements deemed to have been made by it by its purchase of
      the
      Capital Securities are no longer accurate, it shall promptly notify the
      Company.

     

    2.13.  The
      Purchaser understands that no public market exists for any of the Capital
      Securities, and that it is unlikely that a public market will ever exist for
      the
      Capital Securities.

     

    
      	
               

            	
              ARTICLE
                III

            


    

     

    MISCELLANEOUS

     

    3.1.  Any
      notice or other communication given hereunder shall be deemed sufficient if
      in
      writing and sent by registered or certified mail, return receipt requested,
      international courier or delivered by hand against written receipt therefor,
      or
      by facsimile transmission and confirmed by telephone, to the following
      addresses, or such other address as may be furnished to the other parties as
      herein provided:

     

    
      	
              To
                the Offerors:

            	
              Community
                Bancorp.

            
	 	
              4811
                U.S. Route #5

            
	 	
              Derby,
                Vermont  05829

            
	 	
              Attention:  Stephen P.
                Marsh

            
	 	
              Fax:  802-334-3484

            
	 	 
	
              To
                the Purchaser:

            	
              First
                Tennessee Bank National Association

            
	 	
              845
                Crossover Lane, Suite 150

            
	 	
              Memphis,
                Tennessee  38117

            
	 	
              Attention:  David
                Work

            
	 	
              Fax:  901-435-7983

            


    

    


     

    Unless
      otherwise expressly provided herein, notices shall be deemed to have been given
      on the date of mailing, except notice of change of address, which shall be
      deemed to have been given when received.

     

    3.2.  This
      Agreement shall not be changed, modified or amended except by a writing signed
      by the parties to be charged, and this Agreement may not be discharged except
      by
      performance in accordance with its terms or by a writing signed by the party
      to be charged.

     

    3.3.  Upon
      the
      execution and delivery of this Agreement by the Purchaser, this Agreement shall
      become a binding obligation of the Purchaser with respect to the purchase of
      Capital Securities as herein provided.

     

    3.4.  NOTWITHSTANDING
      THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO,
      THE
      PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND PROVISIONS HEREOF SHALL BE
      CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
      WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

     

    3.5.  The
      parties agree to execute and deliver all such further documents, agreements
      and
      instruments and take such other and further action as may be necessary or
      appropriate to carry out the purposes and intent of this Agreement.

     

    3.6.  This
      Agreement may be executed in one or more counterparts each of which shall be
      deemed an original, but all of which shall together constitute one and the
      same
      instrument.

     

    3.7.  In
      the
      event that any one or more of the provisions contained herein, or the
      application thereof in any circumstances, is held invalid, illegal or
      unenforceable in any respect for any reason, the validity, legality and
      enforceability of any such provision in every other respect and of the remaining
      provisions hereof shall not be in any way impaired or affected, it being
      intended that all of the Offerors’ and the Purchaser’s rights and privileges
      shall be enforceable to the fullest extent permitted by law.

     

    Signatures
      appear on the following page

     


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    IN
      WITNESS WHEREOF,
      this Agreement is agreed to and accepted as of the day and year first written
      above.

     

    


    FIRST
      TENNESSEE BANK NATIONAL ASSOCIATION

    


    
      	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    


                          COMMUNITY
      BANCORP.

    


    


    
      	
              By:

            	 
	 	 
	
              Name:

            	 
	 	 
	
              Title:

            	 


    

    


                          CMTV
      STATUTORY
      TRUST I

    


    


    
      	
              By:

            	 
	 	 
	
              Name:

            	 
	 	 
	
              Title:

            	
              Administrator

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      A TO SUBSCRIPTION AGREEMENT

    


    MASTER
      CUSTODIAN AGREEMENT

    


    This
      Master Custodian Agreement (this “Agreement”) is made and entered into as of
      May 27, 2004 by and among each purchaser (each a “Purchaser” and
      collectively the “Purchasers”) that enters into a Joinder Agreement attached
      hereto as Exhibit A (the “Joinder Agreement”), Wilmington Trust Company, a
      Delaware banking corporation (the “Custodian”) and each issuing entity (each an
“Issuer” and collectively the “Issuers”) that enters into a Joinder
      Agreement.  The Purchasers and the Issuers are sometimes referred to
      herein as the “Interested Parties”.

     

    RECITALS

     

    A.  The
      Purchasers intend to purchase from the Issuers or their respective statutory
      business trust subsidiaries Securities issued by such Issuers (the
“Securities”).

     

    B.  In
      order
      to facilitate any future transfer of all or any portion of the Securities by
      the
      Purchasers, the Interested Parties intend to provide for the custody of the
      Securities and certain other securities on the terms set forth
      herein.

     

    C.  The
      Custodian is willing to hold and administer such securities and to distribute
      the securities held by it in accordance with the agreement of the Interested
      Parties and/or arbitral or judicial orders and decrees as set forth in this
      Agreement.

     

    NOW,
      THEREFORE, in consideration of the
      foregoing, the mutual covenants herein contained and other good and valuable
      consideration (the receipt, adequacy and sufficiency of which are hereby
      acknowledged by the parties by their execution hereof), the parties agree as
      follows:

     

    1.  Joinder
      Agreement.  On or before the delivery to the Custodian of any
      Securities issued by an Issuer, such Issuer and the applicable Purchaser or
      Purchasers shall enter into a Joinder Agreement substantially in the form of
      Exhibit A attached hereto, with such additional provisions as the Interested
      Parties may wish to add from time to time.  An executed copy of each
      such Joinder Agreement shall be delivered to the Custodian on or before the
      date
      on which such Issuer’s Securities are issued.  This Agreement and each
      Joinder Agreement constitute the entire agreement among the Purchasers, Issuers
      and the Custodian pertaining to the subject matter hereof.

     

    2.  Delivery
      of Securities.  On or before each date on which an Issuer enters
      into a Joinder Agreement:

     

    (a)  The
      applicable Issuer shall deliver to the Custodian a signed, authenticated
      certificate representing a beneficial interest in such Issuer’s Securities, with
      the Purchaser designated as owner thereof (the “Original
      Securities”).  The Custodian shall have no responsibility for the
      genuineness, validity, market value, title or sufficiency for any intended
      purpose of the Original Securities.

     

    (b)  The
      applicable Issuer shall deliver to the Custodian five signed, unauthenticated
      and undated certificates with no holder designated, each of which when completed
      representing a beneficial interest in such Issuer’s Securities (the “Replacement
      Securities”).  The Custodian shall have no responsibility for the
      genuineness, validity, market value, title or sufficiency for any intended
      purpose of the Replacement Securities.

     

    3.  Timing
      of Release from Custody.  Upon receipt of a signed transfer notice
      in the form of Exhibit B to be delivered in connection with the Purchaser’s
      transfer of all or any portion of an Issuer’s Securities, on the effective date
      set forth in such transfer notice, the Custodian shall:

     

    (a)  Deliver
      the Original Securities certificate corresponding to the Issuer identified
      in
      the transfer notice to Wilmington Trust Company, as Institutional Trustee under
      the Amended and Restated Declaration of Trust, dated as of the date of the
      applicable Joinder Agreement, among the Institutional Trustee, the Issuer and
      the administrators named therein (the “Declaration”) or as Trustee under the
      Indenture, dated as of the date of the applicable Joinder Agreement, between
      the
      Issuer and the Trustee (the “Indenture”), as applicable, for the purpose of
      canceling the applicable Original Securities certificate in accordance with
      the
      terms of the Issuer’s Amended and Restated Declaration of Trust or Indenture, as
      applicable; and

     

    (b)  Deliver
      the Replacement Securities certificate(s) corresponding to the Issuer identified
      in the transfer notice in the amount designated in and in accordance with the
      transfer notice for the purpose of completing and authenticating the applicable
      Replacement Securities certificate(s) in accordance with the terms of the
      Issuer’s Declaration or Indenture, as applicable.

     

    
      	
               

            	
              The
                initial term of this Agreement shall be one year (the “Initial
                Term”).  Unless FTN Financial Capital Markets or Keefe, Bruyette
                & Woods, Inc. shall otherwise notify the Custodian in writing, upon
                expiration of the Initial Term, this Agreement shall automatically
                renew
                for an additional one-year term and shall continue to automatically
                renew
                for succeeding one-year terms until terminated.  Upon
                termination of this Agreement, the Custodian and the Interested Parties
                shall be released from all obligations hereunder, except for the
                indemnification obligations set forth in paragraphs 5(b) and 5(c)
                hereof.

            


    

     

    4.  Concerning
      the Custodian.

     

    (a)  Each
      Interested Party acknowledges and agrees that the Custodian (i) shall not be
      responsible for any of the agreements referred to or described herein (including
      without limitation any Issuer’s Declaration or Indenture relating to such
      Issuer’s Securities), or for determining or compelling compliance therewith, and
      shall not otherwise be bound thereby, (ii) shall be obligated only for the
      performance of such duties as are expressly and specifically set forth in this
      Agreement on its part to be performed, each of which are ministerial (and shall
      not be construed to be fiduciary) in nature, and no implied duties or
      obligations of any kind shall be read into this Agreement against or on the
      part
      of the Custodian, (iii) shall not be obligated to take any legal or other action
      hereunder which might in its judgment involve or cause it to incur any expense
      or liability unless it shall have been furnished with acceptable
      indemnification, (iv) may rely on and shall be protected in acting or refraining
      from acting upon any written notice, instruction, instrument, statement,
      certificate, request or other document furnished to it hereunder and believed
      by
      it to be genuine and to have been signed or presented by the proper person,
      and
      shall have no responsibility for determining the accuracy thereof, and (v)
      may
      consult counsel satisfactory to it, including in-house counsel, and the opinion
      or advice of such counsel in any instance shall be full and complete
      authorization and protection in respect of any action taken, suffered or omitted
      by it hereunder in good faith and in accordance with the opinion or advice
      of
      such counsel.

     

    (b)  The
      Custodian shall not be liable to anyone for any action taken or omitted to
      be
      taken by it hereunder except in the case of the Custodian’s negligence or
      willful misconduct in breach of the terms of this Agreement.  In no
      event shall the Custodian be liable for indirect, punitive, special or
      consequential damage or loss (including but not limited to lost profits)
      whatsoever, even if the Custodian has been informed of the likelihood of such
      loss or damage and regardless of the form of action.

     

    (c)  The
      Custodian shall have no more or less responsibility or liability on account
      of
      any action or omission of any book-entry depository, securities intermediary
      or
      other subcustodian employed by the Custodian than any such book-entry
      depository, securities intermediary or other subcustodian has to the Custodian,
      except to the extent that such action or omission of any book-entry depository,
      securities intermediary or other subcustodian was caused by the Custodian’s own
      negligence, bad faith or willful misconduct in breach of this
      Agreement.

     

    (d)  The
      recitals contained herein shall be taken as the statements of each of the
      Issuers and the Purchaser, and the Custodian assumes no responsibility for
      the
      correctness of the same.  The Custodian makes no representations as to
      the validity or sufficiency of this Agreement or the Securities.  The
      Custodian shall not be accountable for the use or application by any of the
      Issuers or the Purchaser of any Securities or the proceeds of any
      Securities.

     

    5.  Compensation,
      Expense Reimbursement and Indemnification.

     

    (a)  The
      Custodian shall be compensated pursuant to a separate fee
      agreement.

     

    (b)  Each
      of
      the Interested Parties agrees, jointly and severally, to reimburse the Custodian
      on demand for all costs and expenses incurred in connection with the
      administration of this Agreement or the performance or observance of its duties
      hereunder which are in excess of its customary compensation for normal services
      hereunder, including without limitation, payment of any legal fees and expenses
      incurred by the Custodian in connection with resolution of any claim by any
      party hereunder.

     

    (c)  Each
      of
      the Interested Parties covenants and agrees, jointly and severally, to indemnify
      the Custodian (and its directors, officers and employees) and hold it (and
      such
      directors, officers and employees) harmless from and against any loss,
      liability, damage, cost and expense of any nature incurred by the Custodian
      arising out of or in connection with this Agreement or with the administration
      of its duties hereunder, including but not limited to attorney’s fees and other
      costs and expenses of defending or preparing to defend against any claim of
      liability unless and except to the extent such loss, liability, damage, cost
      and
      expense shall be caused by the Custodian’s negligence, bad faith, or willful
      misconduct.  The provisions in this paragraph 5 shall survive the
      expiration of this Agreement and the resignation or removal of the
      Custodian.

     

    6.  Voting
      Rights.  The Custodian shall be under no obligation to preserve,
      protect or exercise rights in the Original Securities, and shall be responsible
      only for reasonable measures to maintain the physical safekeeping thereof,
      and
      otherwise to perform and observe such duties on its part as are expressly set
      forth in this Agreement.  The Custodian shall not be responsible for
      forwarding to any Interested Party, notifying any Interested Party with respect
      to, or taking any action with respect to, any notice, solicitation or other
      document or information, written or otherwise, received from an issuer or other
      person with respect to the Original Securities, including but not limited to,
      proxy material, tenders, options, the pendency of calls and maturities and
      expiration of rights.

     

    7.  Resignation.
      The Custodian may at any time resign as Custodian hereunder by giving thirty
      (30) days’ prior written notice of resignation to each of the Interested
      Parties.  Prior to the effective date of the resignation as specified
      in such notice, the Interested Parties will issue to the Custodian a written
      instruction authorizing redelivery of the Original Securities and the
      Replacement Securities to a bank or trust company that they select as successor
      to the Custodian hereunder. If, however, the Interested Parties shall fail
      to
      name such a successor custodian within twenty days after the notice of
      resignation from the Custodian, the Purchasers shall be entitled to name such
      successor custodian.  If no successor custodian is named by the
      Interested Parties or the Purchasers, the Custodian may apply to a court of
      competent jurisdiction for appointment of a successor custodian.

     

    8.  Dispute
      Resolution.  It is understood and agreed that should any dispute
      arise with respect to the delivery, ownership, right of possession, and/or
      disposition of the Original Securities or the Replacement Securities, or should
      any claim be made upon the Custodian, the Original Securities or the Replacement
      Securities by a third party, the Custodian upon receipt of notice of such
      dispute or claim is authorized and shall be entitled (at its sole option and
      election) to retain in its possession without liability to anyone, all or any
      of
      said Original Securities and Replacement Securities until such dispute shall
      have been settled either by the mutual written agreement of the parties involved
      or by a final order, decree or judgment of a court in the United States of
      America, the time for perfection of an appeal of such order, decree or judgment
      having expired.  The Custodian may, but shall be under no duty
      whatsoever to, institute or defend any legal proceedings which relate to the
      Original Securities and Replacement Securities.

     

    9.  Consent
      to Jurisdiction and Service.   Each of the Interested Parties
      hereby absolutely and irrevocably consents and submits to the jurisdiction
      of
      the courts in the State of Delaware and of any Federal court located in said
      State in connection with any actions or proceedings brought against any of
      the
      Interested Parties (or each of them) by the Custodian arising out of or relating
      to this Agreement.  In any such action or proceeding, the Interested
      Parties each hereby absolutely and irrevocably (i) waives any objection to
      jurisdiction or venue, (ii) waives personal service of any summons, complaint,
      declaration or other process, and (iii) agrees that the service thereof may
      be
      made by certified or registered first-class mail directed to such party, as
      the
      case may be, at their respective addresses in accordance with paragraph 10
      hereof.

     

    10.  Force
      Majeure.  The Custodian shall not be responsible for delays or
      failures in performance resulting from acts beyond its control.  Such
      acts shall include but not be limited to acts of God, strikes, lockouts, riots,
      acts of war, epidemics, governmental regulations superimposed after the fact,
      fire, communication line failures, computer viruses, power failures, earthquakes
      or other disasters.

     

    11.  Notices.

     

    (a)  Any
      notice permitted or required hereunder shall be in writing, and shall be sent
      by
      personal delivery, overnight delivery by a recognized courier or delivery
      service, mailed by registered or certified mail, return receipt requested,
      postage prepaid, or by confirmed facsimile accompanied by mailing of the
      original on the same day by first class mail, postage prepaid, in each case
      the
      parties at their address set forth below (or to such other address as any such
      party may hereafter designate by written notice to the other
      parties).

     

    If
      to an Issuer, to the address
      appearing on such Issuer’s Joinder Agreement

    


    If
      to the Purchaser, to the address
      appearing on such Purchaser’s Joinder Agreement

    


    If
      to the Custodian:

    


    Wilmington
      Trust Company

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware  19890-1600

    Attention:  Chris
      Slaybaugh -
      Corporate Trust Administration

    Fax:  302-636-4140

    


    12.  Miscellaneous.

     

    (a)  Binding
      Effect.  This Agreement shall be binding upon the respective
      parties hereto and their heirs, executors, successors and assigns.

     

    (b)  Modifications.  This
      Agreement may not be altered or modified without the express written consent
      of
      the parties hereto.  No course of conduct shall constitute a waiver of
      any of the terms and conditions of this Agreement, unless such waiver is
      specified in writing, and then only to the extent so specified.  A
      waiver of any of the terms and conditions of this Agreement on one occasion
      shall not constitute a waiver of the other terms of this Agreement, or of such
      terms and conditions on any other occasion.

     

    (c)  Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the internal laws of the State of Delaware.

     

    (d)  Reproduction
      of Documents.  This Agreement and all documents relating thereto,
      including, without limitation, (a) consents, waivers and modifications which
      may
      hereafter be executed, and (b) certificates and other information previously
      or
      hereafter furnished, may be reproduced by any photographic, photostatic,
      microfilm, optical disk, micro-card, miniature photographic or other similar
      process.  The parties agree that any such reproduction shall be
      admissible in evidence as the original itself in any judicial or administrative
      proceeding, whether or not the original is in existence and whether or not
      such
      reproduction was made by a party in the regular course of business, and that
      any
      enlargement, facsimile or further reproduction of such reproduction shall
      likewise be admissible in evidence.

     

    (e)  Counterparts.  This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original, but all of which together shall constitute one and the same
      instrument.

     

    


    


    


    signatures
      appear on the following page


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    


    IN
      WITNESS WHEREOF, the parties have
      executed this Agreement as of the day first above written.

    


    


                        WILMINGTON
      TRUST
      COMPANY

    


    


    
      	
              By:

            	
                /s/
                Christopher J. Slaybaugh

            
	
              Print
                Name:

            	
                Christopher
                J. Slaybaugh

            
	
              Title:

            	
                Financial
                Services Officer

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      A TO MASTER CUSTODIAN AGREEMENT

    


    FORM
      OF JOINDER AGREEMENT

    


    October 31,
      2007

    


    This
      Joinder Agreement (this “Agreement”) is entered into as of October 31, 2007
      by First Tennessee Bank National Association (the “Purchaser”) and CMTV
      Statutory Trust I (the “Issuer”).

    


    RECITALS

    


    A.           Wilmington
      Trust Company (the “Custodian”) is party to that certain Master Custodian
      Agreement dated as of May 27, 2004, as amended (the “Custodian
      Agreement”).

     

    B.           The
      Custodian Agreement provides that certain financial institutions that have
      issued securities (or whose statutory trust subsidiaries have issued securities)
      and the Purchaser of such securities will join into the Custodian Agreement
      pursuant to the terms of a joinder agreement.

     

    C.           On
      the date hereof, Issuer is issuing securities to the Purchaser and the Issuer
      and the Purchaser desire to enter into this Agreement to facilitate the
      subsequent transfer of the Issuer’s securities by the Custodian.

     

    NOW,
      THEREFORE, in consideration of the foregoing, the mutual covenants herein
      contained and other good and valuable consideration (the receipt, adequacy
      and
      sufficiency of which are hereby acknowledged by the Issuer by its execution
      hereof), the Issuer agrees as follows:

     

    1.           Joinder.  The
      Issuer and Purchaser hereby join in the Custodian Agreement and agree to be
      subject to, and bound by, the terms and provisions of the Custodian Agreement
      that are ascribed to “Issuers” and “Purchasers” respectively therein to the same
      extent as if the Issuer and Purchaser had signed the Custodian Agreement as
      an
      original party thereto.

     

    2.           Notice.  Any
      notice permitted or required to be sent to an Issuer under the Custodian
      Agreement shall be sent to the following address:

     

    CMTV
      Statutory Trust I

    c/o
      Community Bancorp.

    4811
      U.S.
      Route #5

    Derby,
      Vermont  05829

    Attention:  Stephen P.
      Marsh

    


    Any
      notice permitted or required to be sent to a Purchaser under the Custodian
      Agreement shall be sent to the following address:

     

    First
      Tennessee Bank National Association

    845
      Crossover Lane, Suite 150

    Memphis,
      Tennessee  38117

    Attention:  David
      Work

    


    3.           Termination.  This
      Agreement and the Purchaser’s and Issuer’s respective rights and obligations
      under the Custodian Agreement shall terminate upon the transfer of all of
      Issuer’s securities pursuant to the Custodian Agreement.

     

    4.           Entire
      Agreement.  This Agreement and the Custodian Agreement constitute
      the entire agreement among the Purchaser, Issuer and the Custodian pertaining
      to
      the subject matter hereof.

     

    IN
      WITNESS WHEREOF, the Issuer and Purchaser have executed this Agreement as of
      the
      day first above written.

     

                        CMTV
      STATUTORY
      TRUST I

    


    


    


    
      	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	
                Administrator

            


    

    


    


                        FIRST
      TENNESSEE BANK
      NATIONAL ASSOCIATION

    


    


    


    
      	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT B
      TO MASTER CUSTODIAN AGREEMENT

    


    FORM
      OF TRANSFER NOTICE

    


    [DATE]

    Wilmington
      Trust Company

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware  19890-1600

    Attention:  Corporate
      Trust Administration

    


    Dear
      Sir
      or Madam:

    


    The
      undersigned hereby notifies you of the transfer of [________] of the Capital
      Securities of CMTV Statutory Trust I, such transfer to be effective on
      [DATE OF TRANSFER].  Capitalized terms used in this notice and not
      otherwise defined shall have the meanings ascribed to such terms in the
      Placement Agreement dated October 30, 2007 between the Offerors and the
      placement agents named therein.

     

    The
      undersigned hereby instructs you as Custodian to deliver the Original Securities
      certificate to Wilmington Trust Company, as Institutional Trustee (the
“Trustee”) under the Amended and Restated Trust Agreement dated October 31,
      2007 among the Trustee, Community Bancorp. and the administrative trustees
      named
      therein (the “Trust Agreement”) for cancellation in accordance with the terms of
      the Trust Agreement and to deliver the Replacement Securities certificate to
      the
      Trustee for authentication in accordance with the terms of the Trust
      Agreement.

     

    By
      copy
      of this notice, the Institutional Trustee is hereby instructed to make the
      Replacement Securities certificate registered to [NAME, ADDRESS AND IDENTITY
      OF
      TRANSFEREE] in the liquidation amount of [_________] and bearing the
      identification number “CUSIP NO. [__________]” and to authenticate and deliver
      the Replacement Securities certificate to [_____________].

    


    
      	
               

            	
              FIRST
                TENNESSEE BANK NATIONAL
                ASSOCIATION

            


    

    


    


    
      	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    


    


    


    


    cc:           Community
      Bancorp.

    Wilmington
      Trust Company, as
      Trustee

    



    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      B-1

    FORM
      OF COMPANY COUNSEL OPINION

    October 31,
      2007

    


    
      	
              First
                Tennessee Bank National Association

              845
                Crossover Lane, Suite 150

              Memphis,
                Tennessee  38117

               

              Wilmington
                Trust Company

              Rodney
                Square North

              1100
                North Market Street

              Wilmington,
                Delaware  19890-1600

            	
              FTN
                Financial Capital Markets

              845
                Crossover Lane, Suite 150

              Memphis,
                Tennessee  38117

               

              Keefe,
                Bruyette & Woods, Inc.

              787
                7th Avenue, 4th Floor

              New
                York, New York  10019

            


    

    


    Ladies
      and Gentlemen:

    


    We
      have
      acted as counsel to Community Bancorp. (the “Company”), a Vermont corporation in
      connection with a certain Placement Agreement, dated October 30, 2007, (the
“Placement Agreement”), between the Company and CMTV Statutory Trust I (the
“Trust”), on one hand, and FTN Financial Capital Markets and Keefe, Bruyette
& Woods, Inc. (the “Placement Agents”), on the other
      hand.  Pursuant to the Placement Agreement, and subject to the terms
      and conditions stated therein, the Trust will issue and sell to First Tennessee
      Bank National Association (the “Purchaser”), $12,500,000.00 aggregate principal
      amount of Fixed/Floating Rate Capital Securities (liquidation amount $1,000.00
      per capital security) (the “Capital Securities”).

    


    Capitalized
      terms used herein and not otherwise defined shall have the same meanings
      ascribed to them in the Placement Agreement.

    


    The
      law
      covered by the opinions expressed herein is limited to the law of the United
      States of America and of the State of Vermont.

    


    We
      have
      made such investigations of law as, in our judgment, were necessary to render
      the following opinions.  We have also reviewed (a) the Company’s
      Articles of Incorporation, as amended, and its By-Laws, as amended; and
      (b) such corporate documents, records, information and certificates of the
      Company and the Subsidiaries, certificates of public officials or government
      authorities and other documents as we have deemed necessary or appropriate
      as a
      basis for the opinions hereinafter expressed.  As to certain facts
      material to our opinions, we have relied, with your permission, upon statements,
      certificates or representations, including those delivered or made in connection
      with the above-referenced transaction, of officers and other representatives
      of
      the Company and the Subsidiaries and the Trust.

    


    As
      used
      herein, the phrases “to the best of our knowledge” or “known to us” or other
      similar phrases mean the actual knowledge of the attorneys who have had active
      involvement in the transactions described above or who have prepared or signed
      this opinion letter, or who otherwise have devoted substantial attention to
      legal matters for the Company.

    


    Based
      upon and subject to the foregoing and the further qualifications set forth
      below, we are of the opinion as of the date hereof that:

    


    1.           The
      Company is validly existing and in good standing under the laws of the State
      of
      Vermont and is duly registered as a bank holding company under the Bank Holding
      Company Act of 1956, as amended.  Each of the Significant Subsidiaries
      is validly existing and in good standing under the laws of its jurisdiction
      of
      organization.  Each of the Company and the Significant Subsidiaries
      has full corporate power and authority to own or lease its properties and to
      conduct its business as such business is currently conducted in all material
      respects.  To the best of our knowledge, all outstanding shares of
      capital stock of the Significant Subsidiaries have been duly authorized and
      validly issued, and are fully paid and nonassessable except to the extent such
      shares may be deemed assessable under 12 U.S.C. Section 1831o or 12 U.S.C.
      Section 55, and are owned of record and beneficially, directly or
      indirectly, by the Company.

    


    2.           The
      issuance, sale and delivery of the Debentures in accordance with the terms
      and
      conditions of the Placement Agreement and the Operative Documents have been
      duly
      authorized by all necessary actions of the Company.  The issuance,
      sale and delivery of the Debentures by the Company and the issuance, sale and
      delivery of the Capital Securities and the Common Securities by the Trust do
      not
      give rise to any preemptive or other rights to subscribe for or to purchase
      any
      shares of capital stock or equity securities of the Company or the Significant
      Subsidiaries pursuant to the corporate Articles of Incorporation or Charter,
      By-Laws or other governing documents of the Company or the Significant
      Subsidiaries, or, to the best of our knowledge, any agreement or other
      instrument to which either the Company or the Subsidiaries is a party or by
      which the Company or the Significant Subsidiaries may be bound.

    


    3.           The
      Company has all requisite corporate power to enter into and perform its
      obligations under the Placement Agreement and the Subscription Agreement, and
      the Placement Agreement and the Subscription Agreement have been duly and
      validly authorized, executed and delivered by the Company and constitute the
      legal, valid and binding obligations of the Company enforceable in accordance
      with their terms, except as the enforcement thereof may be limited by general
      principles of equity and by bankruptcy or other laws affecting creditors’ rights
      generally, and except as the indemnification and contribution provisions thereof
      may be limited under applicable laws and certain remedies may not be available
      in the case of a non-material breach.

    


    4.           Each
      of the Indenture, the Trust Agreement and the Guarantee Agreement has been
      duly
      authorized, executed and delivered by the Company, and is a valid and legally
      binding obligation of the Company enforceable in accordance with its terms,
      subject to the effect of bankruptcy, insolvency, reorganization, receivership,
      moratorium and other laws affecting the rights and remedies of creditors
      generally and of general principles of equity.

    


    5.           The
      Debentures have been duly authorized, executed and delivered by the Company,
      are
      entitled to the benefits of the Indenture and are legal, valid and binding
      obligations of the Company enforceable against the Company in accordance with
      their terms, subject to the effect of bankruptcy, insolvency, reorganization,
      receivership, moratorium and other laws affecting the rights and remedies of
      creditors generally and of general principles of equity.

    


    6.           To
      the best of our knowledge, neither the Company, the Trust, nor any of the
      Subsidiaries is in breach or violation of, or default under, with or without
      notice or lapse of time or both, its Articles of Incorporation or Charter,
      By-Laws or other governing documents (including without limitation, the Trust
      Agreement).  The execution, delivery and performance of the Placement
      Agreement and the Operative Documents and the consummation of the transactions
      contemplated by the Placement Agreement and the Operative Documents do not
      and
      will not (i) result in the creation or imposition of any material lien,
      claim, charge, encumbrance or restriction upon any property or assets of the
      Company or the Subsidiaries, or (ii) conflict with, constitute a material
      breach or violation of, or constitute a material default under, with or without
      notice or lapse of time or both, any of the terms, provisions or conditions
      of
      (A) the Articles of Incorporation or Charter, By-Laws or other governing
      documents of the Company or the Subsidiaries, or (B) to the best of our
      knowledge, any material contract, indenture, mortgage, deed of trust, loan
      or
      credit agreement, note, lease, franchise, license or any other agreement or
      instrument to which the Company or the Subsidiaries is a party or by which
      any
      of them or any of their respective properties may be bound or (C) any
      order, decree, judgment, franchise, license, permit, rule or regulation of
      any
      court, arbitrator, government, or governmental agency or instrumentality,
      domestic or foreign, known to us having jurisdiction over the Company or the
      Subsidiaries or any of their respective properties which, in the case of each
      of
      (i) or (ii) above, is material to the Company and the Subsidiaries on a
      consolidated basis.

    


    7.           Except
      for filings, registrations or qualifications that may be required by applicable
      securities laws, no authorization, approval, consent or order of, or filing,
      registration or qualification with, any person (including, without limitation,
      any court, governmental body or authority) is required under the laws of the
      State of Vermont in connection with the transactions contemplated by the
      Placement Agreement and the Operative Documents in connection with the offer
      and
      sale of the Capital Securities as contemplated by the Placement Agreement and
      the Operative Documents.

    


    8.           To
      the best of our knowledge (i) no action, suit or proceeding at law or in
      equity is pending or threatened to which the Company, the Trust or the
      Subsidiaries are or may be a party, and (ii) no action, suit or proceeding
      is pending or threatened against or affecting the Company, the Trust or the
      Subsidiaries or any of their properties, before or by any court or governmental
      official, commission, board or other administrative agency, authority or body,
      or any arbitrator, wherein an unfavorable decision, ruling or finding could
      reasonably be expected to have a material adverse effect on the consummation
      of
      the transactions contemplated by the Placement Agreement and the Operative
      Documents or the issuance and sale of the Capital Securities as contemplated
      therein or the condition (financial or otherwise), earnings, affairs, business,
      or results of operations of the Company, the Trust and the Subsidiaries on
      a
      consolidated basis.

    


    9.           Assuming
      the truth and accuracy of the representations and warranties of the Placement
      Agents in the Placement Agreement and the Purchaser in the Subscription
      Agreement, it is not necessary in connection with the offering, sale and
      delivery of the Capital Securities, the Debentures and the Guarantee Agreement
      (or the Guarantee) to register the same under the Securities Act of 1933, as
      amended, under the circumstances contemplated in the Placement Agreement and
      the
      Subscription Agreement.

    


    10.           Neither
      the Company nor the Trust is or after giving effect to the offering and sale
      of
      the Capital Securities and the consummation of the transactions described in
      the
      Placement Agreement will be, an “investment company” or an entity “controlled”
by an “investment company,” in each case within the meaning of the Investment
      Company Act of 1940, as amended, without regard to Section 3(c) of such
      Act.

    


    The
      opinion expressed in the first two sentences of numbered paragraph 1 of this
      opinion is based solely upon certain certificates and confirmations issued
      by
      the applicable governmental officer or authority with respect to each of the
      Company and the Significant Subsidiaries.

    


    With
      respect to the foregoing opinions, since no member of this firm is actively
      engaged in the practice of law in the States of Delaware or New York, we do
      not
      express any opinions as to the laws of such states and have (i) relied,
      with your approval, upon the opinion of Richards, Layton & Finger, P.A. with
      respect to matters of Delaware law and (ii) assumed, with your approval and
      without rendering any opinion to such effect, that the laws of the State of
      New
      York, in all respects material to this opinion, are substantively identical
      to
      the laws of the State of Vermont, without regard to conflict of law
      provisions.

    


    The
      opinions expressed herein are rendered to you solely pursuant to
      Section 3.1(a) of the Placement Agreement.  As such, they may be
      relied upon by you only and may not be used or relied upon by any other person
      for any purpose whatsoever without our prior written consent.

    


    Very
      truly yours,


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      B-2

    FORM
      OF DELAWARE COUNSEL OPINION

    To
      Each
      of the Persons

    Listed
      on
      Schedule A Hereto

    


    Re:           CMTV
      Statutory Trust I

    


    Ladies
      and Gentlemen:

    


    We
      have acted as special Delaware
      counsel for CMTV Statutory Trust I, a Delaware statutory trust (the
“Trust”), in connection with the matters set forth herein.  At your
      request, this opinion is being furnished to you.

    


    For
      purposes of giving the opinions
      hereinafter set forth, our examination of documents has been limited to the
      examination of originals or copies of the following:

    


    (a)           The
      Certificate of Trust of the Trust (the “Certificate of Trust”), as filed in the
      office of the Secretary of State of the State of Delaware (the “Secretary of
      State”) on October 25, 2007;

     

    (b)           The
      Declaration of Trust, dated as of October 25, 2007, among Community Bancorp.,
      a
      Vermont corporation (the “Company”), Wilmington Trust Company, a Delaware
      banking corporation (“WTC”), as trustee and the administrators named therein
      (the “Administrators”);

     

    (c)           The
      Amended and Restated Declaration of Trust of the Trust, dated as of
      October 31, 2007 (including the form of Capital Securities Certificate
      attached thereto as Exhibit A-1 and the terms of the Capital Securities attached
      as Annex I) (the “Declaration of Trust”), among the Company, as sponsor, WTC, as
      Delaware trustee (the “Delaware Trustee”) and institutional trustee (the
“Institutional Trustee”), the Administrators and the holders, from time to time,
      of undivided beneficial interests in the assets of the Trust;

     

    (d)           The
      Placement Agreement, dated October 30, 2007 (the “Placement Agreement”),
      among the Company, the Trust, and FTN Financial Capital Markets and Keefe,
      Bruyette & Woods, Inc., as placement agents;

     

    (e)           The
      Subscription Agreement, dated October 31, 2007 (the “Subscription
      Agreement”), among the Trust, the Company and First Tennessee Bank National
      Association (the documents identified in items (c) through (e) being
      collectively referred to as the “Operative Documents”);

     

    (f)           The
      Capital Securities being issued on the date hereof (the “Capital
      Securities”);

     

    (g)           The
      Common Securities being issued on the date hereof (the “Common Securities”) (the
      documents identified in items (f) and (g) being collectively referred to as
      the
“Trust Securities”); and

     

    (h)           A
      Certificate of Good Standing for the Trust, dated October 30, 2007,
      obtained from the Secretary of State.

     

    Capitalized
      terms used herein and not
      otherwise defined are used as defined in the Declaration of Trust, except that
      reference herein to any document shall mean such document as in effect on the
      date hereof.  This opinion is being delivered pursuant to Section 3.1
      of the Placement Agreement.

    


    For
      purposes of this opinion, we have
      not reviewed any documents other than the documents listed in paragraphs (a)
      through (h) above.  In particular, we have not reviewed any document
      (other than the documents listed in paragraphs (a) through (h) above) that
      is
      referred to in or incorporated by reference into the documents reviewed by
      us.  We have assumed that there exists no provision in any document
      that we have not reviewed that is inconsistent with the opinions stated
      herein.  We have conducted no independent factual investigation of our
      own but rather have relied solely upon the foregoing documents, the statements
      and information set forth therein and the additional matters recited or assumed
      herein, all of which we have assumed to be true, complete and accurate in all
      material respects.

    


    With
      respect to all documents examined
      by us, we have assumed (i) the authenticity of all documents submitted to us
      as
      authentic originals, (ii) the conformity with the originals of all documents
      submitted to us as copies or forms, and (iii) the genuineness of all
      signatures.

    


    For
      purposes of this opinion, we have
      assumed (i) that the Declaration of Trust constitutes the entire agreement
      among
      the parties thereto with respect to the subject matter thereof, including with
      respect to the creation, operation, and termination of the Trust, and that
      the
      Declaration of Trust and the Certificate of Trust are in full force and effect
      and have not been amended further, (ii) that there are no proceedings pending
      or
      contemplated, for the merger, consolidation, liquidation, dissolution or
      termination of the Trust, (iii) except to the extent provided in paragraph
      1
      below, the due creation, due formation or due organization, as the case may
      be,
      and valid existence in good standing of each party to the documents examined
      by
      us under the laws of the jurisdiction governing its creation, formation or
      organization, (iv) that each party to the documents examined by us is qualified
      to do business in each jurisdiction where such qualification is required
      generally or necessary in order for such party to enforce its rights under
      the
      documents examined by us, (v) the legal capacity of each natural person who
      is a
      party to the documents examined by us, (vi) except to the extent set forth
      in
      paragraph 2 below, that each of the parties to the documents examined by us
      has
      the power and authority to execute and deliver, and to perform its obligations
      under, such documents, (vii) except to the extent provided in paragraph 3 below,
      that each of the parties to the documents examined by us has duly authorized,
      executed and delivered such documents, (viii) the receipt by each Person to
      whom
      a Capital Security is to be issued by the Trust (the “Capital Security Holders”)
      of a Capital Security Certificate for the Capital Security and the payment
      for
      the Capital Securities acquired by it, in accordance with the Declaration of
      Trust and the Subscription Agreement, (ix) that the Capital Securities are
      issued and sold to the Holders of the Capital Securities in accordance with
      the
      Declaration of Trust and the Subscription Agreement, (x) the receipt by the
      Person (the “Common Securityholder”) to whom the common securities of the Trust
      representing common undivided beneficial interests in the assets of the Trust
      (the “Common Securities” and, together with the Capital Securities, the “Trust
      Securities”) are to be issued by the Trust of a Common Security Certificate for
      the Common Securities and the payment for the Common Securities acquired by
      it,
      in accordance with the Declaration of Trust, (xi) that the Common Securities
      are
      issued and sold to the Common Securityholder in accordance with the Declaration
      of Trust, (xii) that each of the parties to the documents reviewed by us has
      agreed to and received the stated consideration for the incurrence of its
      obligations under such documents, (xiii) that each of the documents reviewed
      by
      us (other than the Declaration of Trust) is a legal, valid, binding and
      enforceable obligation of the parties thereto in accordance with the terms
      thereof and (xiv) that the Trust derives no income from or connected with
      sources within the State of Delaware and has no assets, activities (other than
      having a trustee and the filing of documents with the Secretary of State) or
      employees in the State of Delaware.  We have not participated in the
      preparation of any offering materials with respect to the Trust Securities
      and
      assume no responsibility for its contents.

    


    This
      opinion is limited to the laws of
      the State of Delaware (excluding the securities laws of the State of Delaware),
      and we have not considered and express no opinion on the laws of any other
      jurisdiction, including federal laws and rules and regulations relating
      thereto.  Our opinions are rendered only with respect to Delaware laws
      and rules, regulations and orders thereunder that are currently in
      effect.

    


    We
      express no opinion as to (i) the
      effect of suretyship defenses, or defenses in the nature thereof, with respect
      to the obligations of any applicable guarantor, joint obligor, surety,
      accommodation party, or other secondary obligor or any provisions of the
      Declaration of Trust with respect to indemnification or contribution and (ii)
      the accuracy or completeness of any exhibits or schedules to the Operative
      Documents.  No opinion is given herein as to the choice of law or
      internal substantive rules of law that any court or other tribunal may apply
      to
      the transactions contemplated by the Operative Documents.

    


    We
      express no opinion as to the
      enforceability of any particular provision of the Declaration of Trust or the
      other Operative Documents relating to remedies after default.

    


    We
      express no opinion as to the
      enforceability of any particular provision of any of the Operative Documents
      relating to (i) waivers of rights to object to jurisdiction or venue, or
      consents to jurisdiction or venue, (ii) waivers of rights to (or methods of)
      service of process, or rights to trial by jury, or other rights or benefits
      bestowed by operation of law, (iii) waivers of any applicable defenses, setoffs,
      recoupments, or counterclaims, (iv) waivers or variations of provisions which
      are not capable of waiver or variation under the Uniform Commercial Code (“UCC”)
      of the State, (v) the grant of powers of attorney to any person or entity,
      or
      (vi) exculpation or exoneration clauses, indemnity clauses, and clauses relating
      to releases or waivers of unmatured claims or rights.

    


    We
      have made no examination of, and no
      opinion is given herein as to the Trustee’s or the Trust’s title to or other
      ownership rights in, or the existence of any liens, charges or encumbrances
      on,
      or adverse claims against, any asset or property held by the Institutional
      Trustee or the Trust.  We express no opinion as to the creation,
      validity, attachment, perfection or priority of any mortgage, security interest
      or lien in any asset or property held by the Institutional Trustee or the
      Trust.

    


    We
      express no opinion as to the effect
      of events occurring, circumstances arising, or changes of law becoming effective
      or occurring, after the date hereof on the matters addressed in this opinion
      letter, and we assume no responsibility to inform you of additional or changed
      facts, or changes in law, of which we may become aware.

    


    We
      express no opinion as to any
      requirement that any party to the Operative Documents (or any other persons
      or
      entities purportedly entitled to the benefits thereof) qualify or register
      to do
      business in any jurisdiction in order to be able to enforce its rights
      thereunder or obtain the benefits thereof.

    


    Based
      upon the foregoing, and upon our
      examination of such questions of law and statutes of the State of Delaware
      as we
      have considered necessary or appropriate, and subject to the assumptions,
      qualifications, limitations and exceptions set forth herein, we are of the
      opinion that:

    


    1.           The
      Trust has been duly created and is validly existing in good standing as a
      statutory trust under the Delaware Statutory Trust Act (12 Del. C.§ 3801,
etseq.) (the “Act”).  All filings required under the
      laws of the State of Delaware with respect to the creation and valid existence
      of the Trust as a statutory trust have been made.

     

    2.           Under
      the Declaration of Trust and the Act, the Trust has the trust power and
      authority to (A) execute and deliver the Operative Documents, (B) perform its
      obligations under such Operative Documents and (C) issue the Trust
      Securities.

     

    3.           The
      execution and delivery by the Trust of the Operative Documents, and the
      performance by the Trust of its obligations thereunder, have been duly
      authorized by all necessary trust action on the part of the Trust.

     

    4.           The
      Declaration of Trust constitutes a legal, valid and binding obligation of the
      Company, the Trustees and the Administrators, and is enforceable against the
      Company, the Trustees and the Administrators, in accordance with its
      terms.

     

    5.           Each
      of the Operative Documents constitutes a legal, valid and binding obligation
      of
      the Trust, enforceable against the Trust, in accordance with its
      terms.

     

    6.           The
      Capital Securities have been duly authorized for issuance by the Declaration
      of
      Trust, and, when duly executed and delivered to and paid for by the purchasers
      thereof in accordance with the Declaration of Trust, the Subscription Agreement
      and the Placement Agreement, the Capital Securities will be validly issued,
      fully paid and, subject to the qualifications set forth in paragraph 8 below,
      nonassessable undivided beneficial interests in the assets of the Trust and
      will
      entitle the Capital Securities Holders to the benefits of the Declaration of
      Trust.  The issuance of the Capital Securities is not subject to
      preemptive or other similar rights under the Act or the Declaration of
      Trust.

     

    7.           The
      Common Securities have been duly authorized for issuance by the Declaration
      of
      Trust and, when duly executed and delivered to the Company as Common Security
      Holder in accordance with the Declaration of Trust, will be validly issued,
      fully paid and, subject to paragraph 8 below and Section 9.1(b) of the
      Declaration of Trust (which provides that the Holder of the Common Securities
      are liable for debts and obligations of Trust), nonassessable undivided
      beneficial interests in the assets of the Trust and will entitle the Common
      Security Holder to the benefits of the Declaration of Trust.  The
      issuance of the Common Securities is not subject to preemptive or other similar
      rights under the Act or the Declaration of Trust.

     

    8.           Under
      the Declaration of Trust and the Act, the Holders of the Capital Securities,
      as
      beneficial owners of the Trust, will be entitled to the same limitation of
      personal liability extended to stockholders of private corporations for profit
      organized under the General Corporation Law of the State of
      Delaware.  We note that the Holders of the Capital Securities and the
      Holder of the Common Securities may be obligated, pursuant to the Declaration
      of
      Trust, (A) to provide indemnity and/or security in connection with and pay
      taxes
      or governmental charges arising from transfers or exchanges of Capital Security
      Certificates and the issuance of replacement Capital Security Certificates,
      and
      (B) to provide security or indemnity in connection with requests of or
      directions to the Institutional Trustee to exercise its rights and powers under
      the Declaration of Trust.

     

    9.           Neither
      the execution, delivery and performance by the Trust of the Operative Documents,
      nor the consummation by the Trust of any of the transactions contemplated
      thereby, requires the consent or approval of, the authorization of, the
      withholding of objection on the part of, the giving of notice to, the filing,
      registration or qualification with, or the taking of any other action in respect
      of, any governmental authority or agency of the State of Delaware, other than
      the filing of the Certificate of Trust with the Secretary of State (which
      Certificate of Trust has been duly filed).

     

    10.           Neither
      the execution, delivery and performance by the Trust of the Trust Documents,
      nor
      the consummation by the Trust of the transactions contemplated thereby, (i)
      is
      in violation of the Declaration of Trust or of any law, rule or regulation
      of
      the State of Delaware applicable to the Trust or (ii) to the best of our
      knowledge, without independent investigation, violates, contravenes or
      constitutes a default under, or results in a breach of or in the creation of
      any
      lien (other than as permitted by the Operative Documents) upon any property
      of
      the Trust under any indenture, mortgage, chattel mortgage, deed of trust,
      conditional sales contract, bank loan or credit agreement, license or other
      agreement or instrument to which the Trust is a party or by which it is
      bound.

     

    11.           Assuming
      that the Trust will not be taxable as a corporation for federal income tax
      purposes, but rather will be classified for such purposes as a grantor trust
      under Subpart E, Part I of Subchapter J of the Internal Revenue Code of 1986,
      as
      amended, the Trust will not be subject to any tax, fee or governmental charge
      under the laws of the State of Delaware.

     

    The
      opinions expressed in paragraph 4,
      5, 6, 7 and 8 above are subject, as to enforcement, to the effect upon the
      Declaration of Trust of (i) bankruptcy, insolvency, moratorium, receivership,
      reorganization, liquidation, fraudulent conveyance and transfer, and other
      similar laws relating to or affecting the rights and remedies of creditors
      generally, (ii) principles of equity, including applicable law relating to
      fiduciary duties (regardless of whether considered and applied in a proceeding
      in equity or at law), and (iii) the effect of applicable public policy on the
      enforceability of provisions relating to indemnification or
      contribution.

    


    Circular
      230
      Notice.  Any advice contained in this communication with
      respect to any federal tax matter was not intended or written to be used, and
      it
      cannot be used by any taxpayer, for the purpose of avoiding penalties that
      the
      Internal Revenue Service may impose on the taxpayer.  If any such
      advice is made to any person other than to our client for whom the advice was
      prepared, the advice expressed above is being delivered to support the promotion
      or marketing (by a person other than Richards, Layton & Finger) of the
      transaction or matter discussed or referenced, and such taxpayer should seek
      advice based on the taxpayer's particular circumstances from an independent
      tax
      advisor.

    


    In
      basing the opinions set forth herein
      on “our knowledge,” the words “our knowledge” signify that no information has
      come to the attention of the attorneys in the firm who are directly involved
      in
      the representation of the Trust in this transaction that would give us actual
      knowledge that any such opinions are not accurate. Except as otherwise stated
      herein, we have undertaken no independent investigation or verification of
      such
      matters.

    


    We
      consent to your relying as to
      matters of Delaware law upon this opinion in connection with the Placement
      Agreement.  We also consent to Lewis, Rice & Fingersh, L.C.’s and
      Primmer Piper Eggleston & Crammer PC’s relying as to matters of
      Delaware law upon this opinion in connection with opinions to be rendered by
      them on the date hereof pursuant to the Placement Agreement. Except as stated above, without our prior
      written consent, this
      opinion may not be furnished or quoted to, or relied upon by, any other Person
      for any purpose.

    


    Very
      truly yours,

     


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    SCHEDULE
      A

     

    Wilmington
      Trust Company

     

    FTN
      Financial Capital Markets

     

    Keefe,
      Bruyette & Woods, Inc.

     

    First
      Tennessee Bank National Association

     

    Community
      Bancorp.

     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      B-3

     

    TAX
      COUNSEL OPINION ITEMS

     

    


    
      	
              1.

            	
              The
                Debentures will be classified as indebtedness of the Company for
                U.S.
                federal income tax purposes.

            


    

     

    
      	
              2.

            	
              The
                Trust will be characterized as a grantor trust and not as an association
                taxable as a corporation for U.S. federal income tax
                purposes.

            


    

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    Lewis,
      Rice & Fingersh, L.C.

    500
      N.
      Broadway, Suite 2000

    St.
      Louis, Missouri  63102

    


    


    
      	
               

            	
              Re:

            	
              Representations
                Concerning the Issuance of Junior Subordinated Deferrable Interest
                Debentures (the “Debentures”) to CMTV Statutory Trust I (the “Trust”)
                and Sale of Trust Securities (the “Trust Securities”) of the
                Trust

            


    

    


    Ladies
      and Gentlemen:

    


    In
      accordance with your request,
      Community Bancorp. (the “Company”) hereby makes the following representations in
      connection with the preparation of your opinion letter as to the United States
      federal income tax consequences of the issuance by the Company of the Debentures
      to the Trust and the sale of the Trust Securities.

    


    Company
      hereby represents
      that:

    


    


    1.  The
      sole
      assets of the Trust will be the Debentures, any interest paid on the Debentures
      to the extent not distributed, proceeds of the Debentures, or any of the
      foregoing.

     

    2.  The
      Company intends to use the net proceeds from the sale of the Debentures for
      general corporate purposes.

     

    3.  The
      Trust
      was not formed to conduct any trade or business and is not authorized to conduct
      any trade or business. The Trust exists for the exclusive purposes of
      (i) issuing and selling the Trust Securities, (ii) using the proceeds
      from the sale of Trust Securities to acquire the Debentures, and
      (iii) engaging only in activities necessary or incidental
      thereto.

     

    4.  The
      Company has not entered into an agency agreement with the Trust or authorized
      the trustee to act as its agent in dealing with third parties. To Company’s
      knowledge, after due inquiry, the Trust has not acted as the agent of the
      Company or of anyone else in dealing with third parties.

     

    5.  The
      Trust
      was formed to facilitate direct investment in the assets of the Trust, and
      the
      existence of multiple classes of ownership is incidental to that purpose. There
      is no intent to provide holders of such interests in the Trust with diverse
      interests in the assets of the Trust.

     

    6.  The
      Company intends to create a debtor-creditor relationship between the Company,
      as
      debtor, and the Trust, as a creditor, upon the issuance and sale of the
      Debentures to the Trust by the Company. The Company will (i) record and at
      all
      times continue to reflect the Debentures as indebtedness on its separate books
      and records for financial accounting purposes, and (ii) treat the Debentures
      as
      indebtedness for all United States tax purposes.

     

    7.  During
      each year, the Trust’s income will consist solely of payments made by the
      Company with respect to the Debentures. Such payments will not be derived from
      the active conduct of a financial business by the Trust. Both the Company’s
      obligation to make such payments and the measurement of the amounts payable
      by
      the Company are defined by the terms of the Debentures. Neither the Company’s
      obligation to make such payments nor the measurement of the amounts payable
      by
      the Company is dependent on income or profits of Company or any affiliate of
      the
      Company.

     

    8.  The
      Company expects that it will be able to make, and will make, timely payment
      of
      amounts identified by the Debentures as principal and interest in accordance
      with the terms of the Debentures with available capital or accumulated
      earnings.

     

    9.  The
      Company presently has no intention to defer interest payments on the Debentures,
      and it considers the likelihood of such a deferral to be remote because, if
      it
      were to exercise its right to defer payments of interest with respect to the
      Debentures, it would not be permitted to declare or pay any dividends or
      distributions on, or redeem, purchase, acquire, or make a liquidation payment
      with respect to, any capital stock of the Company or any affiliate of the
      Company (other than payments of dividends or distributions to the Company or
      payments of dividends from direct or indirect subsidiaries of the Company to
      their parent corporations, which also shall be direct or indirect subsidiaries
      of the Company) or make any payment of principal of or interest or premium,
      if
      any, on or repay, repurchase, or redeem any debt securities of the Company
      or
      any affiliate of the Company that rank pari passu in all respects with
      or junior in interest to the Debentures, in each case subject to limited
      exceptions stated in Section 2.11 of the Indenture to be entered into in
      connection with the issuance of the Debentures.

     

    10.  The
      Company has no present intention (a) to take the position that a deferral of
      interest payments on the Debentures is not a remote contingency, or (b) to
      make
      an explicit disclosure on the Company’s tax return, under Reg. § 1.1275-2(h)(5)
      that its determination as holder with respect to remote contingency status
      is
      different from its determination as issuer.

     

    11.  Immediately
      after the issuance of the Debentures, the debt-to-equity ratio of the Company
      (as determined for financial accounting purposes, but excluding deposit
      liabilities from the Company’s debt) will be within standard depository
      institution industry norms and, in any event, will be no higher than four to
      one
      (4 : 1).

     

    12.  To
      the
      best of our knowledge, the Company is currently in compliance with all federal,
      state, and local capital requirements, except to the extent that failure to
      comply with any such requirements would not have a material adverse effect
      on
      the Company and its affiliates.

     

    13.  The
      Company will not issue any class of common stock or preferred stock senior
      to
      the Debentures during their term.

     

    14.  The
      Internal Revenue Service has not challenged the interest deduction on any class
      of the Company’s subordinated debt in the last ten (10) years on the basis that
      such debt constitutes equity for federal income tax purposes.

     

    The
      above representations are accurate
      as of the date below and will continue to be accurate through the issuance
      of
      the Trust Securities, unless you are otherwise notified by us in writing. The
      undersigned understands that you will rely on the foregoing in connection with
      rendering certain legal opinions, and possesses the authority to make the
      representations set forth in this letter on behalf of the Company.

    


    Very
      truly yours,

    


    COMMUNITY
      BANCORP.

    


    


    
      	
              Date:
                October 30, 2007

            	
              By:

            	
              ___________________________________

            
	 	 	 
	 	
              Title:

            	
              ___________________________________

            


    


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      C

    SIGNIFICANT
      SUBSIDIARIES

    Community
      National Bank