OFFER TO PURCHASE FOR CASH UP TO
222,222 SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARED PURCHASE RIGHTS)
AT A PURCHASE PRICE OF $13.50 PER SHARE
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY.
October 1, 2002
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated October
1, 2002, and the related Letter of Transmittal (which together
constitute the "Offer"), in connection with the offer by Community
Bancorp, Inc., a Massachusetts corporation (the "Company"), to purchase
for cash up to 222,222 shares of its common stock, par value $2.50 per
share (including the associated Preferred Shared Purchase Rights [the
"Rights"], the "Shares"), at a price of $13.50 (the "Purchase Price")
per Share, upon the terms and subject to the conditions of the Offer.
Unless the Rights become exercisable or separately tradeable prior to
the Expiration Date (as defined in Section 1 of the Offer to Purchase),
a tender of Shares will also constitute a tender of the associated
Rights. Unless the context requires otherwise, all references herein to
Shares include the associated Rights.
All Shares validly tendered prior to the Expiration Date will be
purchased at the Purchase Price, net to the seller in cash, upon the
terms and subject to the conditions of the Offer, including the
proration terms thereof. The Company will return all other Shares,
including Shares not purchased because of proration. See Section 1 of
the Offer to Purchase.
If, prior to the Expiration Date, more than 222,222 Shares (or such
greater number of Shares as the Company may elect to purchase) are
validly tendered, the Company will, upon the terms and subject to the
conditions of the Offer, accept Shares for purchase first from Odd Lot
Owners (as defined in Section 2 of the Offer to Purchase) who validly
tender their Shares and then on a pro rata basis from all other
shareholders whose Shares are validly tendered.
WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. AS SUCH,
WE ARE THE ONLY ONES WHO CAN TENDER YOUR SHARES, AND THEN ONLY PURSUANT
TO YOUR INSTRUCTIONS. WE ARE SENDING YOU THE LETTER OF TRANSMITTAL FOR
YOUR INFORMATION ONLY; YOU CANNOT USE IT TO TENDER SHARES WE HOLD FOR
YOUR ACCOUNT.
Please instruct us as to whether you wish us to tender any or all of the
Shares we hold for your account on the terms and subject to the
conditions of the Offer.
We call your attention to the following:
1. The Offer is not conditioned on any minimum number of Shares being
endered. The Offer is, however, subject to certain other conditions set
forth in the Offer.
2. The Offer, proration period and withdrawal rights will expire at
5:00 P.M., E.S.T., on November 1, 2002, unless the Company extends the
Offer.
3. The Offer is for up to 222,222 Shares, constituting approximately
3.7% of the Shares outstanding as of August 31, 2002.
4. Tendering shareholders will not be obligated to pay any brokerage
commissions, solicitation fees or, subject to Instruction 6 of the
Letter of Transmittal, stock transfer taxes on the Company's purchase of
Shares pursuant to the Offer.
5. If you owned beneficially as of the close of business on September
30, 2002, and continued to own beneficially as of the Expiration Date,
an aggregate of fewer than 100 Shares and you instruct us to tender on
your behalf all such Shares before the expiration of the Offer and check
the box captioned "Odd Lots" in the attached Instruction Form, the
Company, upon the terms and subject to the conditions of the Offer, will
accept all such Shares for purchase before proration, if any, of the
purchase of other Shares tendered.
If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing, detaching and returning to us the
attached Instruction Form. An envelope to return your Instruction Form
to us is enclosed. If you authorize us to tender your Shares, we will
tender all such Shares unless you specify otherwise on the attached
Instruction Form.
YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT
US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION DATE OF
THE OFFER. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M., E.S.T., ON NOVEMBER 1, 2002, UNLESS THE COMPANY EXTENDS THE
OFFER.
As described in Section 1 of the Offer to Purchase, if before the
Expiration Date more than 222,222 Shares (or such greater number of
Shares as the Company elects to purchase) are validly tendered at or
below the Purchase Price, the Company will accept Shares for purchase at
the Purchase Price in the following order of priority:
(a) first, all Shares validly tendered prior to the Expiration Date
by any Odd Lot Owner who:
(1) tenders all Shares beneficially owned by such Odd Lot Owners
(partial tenders will not qualify for this preference); and
(2) completes the section captioned "Odd Lots" on the Letter of
-2-
Transmittal and, if applicable, on the Notice of Guaranteed
Delivery; and
(b) then, after purchase of all of the foregoing Shares, all other
Shares validly tendered before the Expiration Date on a pro rata
basis, if necessary (with adjustments to avoid purchases of
fractional Shares).
The Offer is not being made to, nor will the Company accept tenders
from, holders of Shares in any jurisdiction in which the Offer or its
acceptance would not comply with the securities or Blue Sky laws of such
jurisdiction. The Company is not aware of any jurisdiction in which the
making of the Offer or the tender of Shares would not be in compliance
with the laws of such jurisdictions. However, the Company reserves the
right to exclude holders in any jurisdiction in which it is asserted
that the Offer cannot lawfully be made. So long as the Company makes a
good faith effort to comply with any state law deemed applicable to the
Offer, if it cannot do so, the Company believes that the exclusion of
holders residing in such jurisdiction is permitted under Rule 13e-
4(f)(9) promulgated under the Exchange Act.
-3-
INSTRUCTION FORM
----------------
WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
UP TO 222,222 SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF COMMUNITY BANCORP, INC.
AT A PURCHASE PRICE OF $13.50 PER SHARE
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated October 1, 2002 and the related Letter of
Transmittal (which together constitute the "Offer"), in connection with
the offer by Community Bancorp, Inc., a Massachusetts corporation (the
"Company"), to purchase for cash up to 222,222 shares of its common
stock, par value $2.50 per share (including the associated Preferred
Share Purchase Rights [the "Rights"], the "Shares"), at a price of
$13.50 per Share (the "Purchase Price"), upon the terms and subject to
the conditions of the Offer. Unless the Rights become exercisable or
separately tradeable prior to the Expiration Date (as defined in Section
1 of the Offer to Purchase), a tender of Shares will also constitute a
tender of the associated Rights. Unless the context requires otherwise,
all references herein to Shares include the associated Rights.
All Shares validly tendered at the Purchase Price will be purchased at
the Purchase Price, net to the seller in cash, upon the terms and
subject to the conditions of the Offer, including the proration terms
thereof. The Company will return all other Shares, including Shares not
purchased because of proration. See Section 1 of the Offer to Purchase.
The undersigned hereby instruct(s) you to tender to the Company the
number of Shares indicated below or, if no number is indicated, all
Shares you hold for the account of the undersigned, pursuant to the
terms and subject to the conditions of the Offer.
Aggregate number of Shares to
be tendered by you for us: _____________________ Shares*.
ODD LOTS
[ ] By checking this box, the undersigned represents that the
undersigned owned beneficially, as of the close of business on September
30, 2002, and will continue to own beneficially as of the Expiration
Date, an aggregate of fewer than 100 Shares and is instructing the
holder to tender all such Shares.
* Unless otherwise indicated, all of the Shares, including the
associated Rights, held for the account of the undersigned will be
tendered.
-4-
Signature(s)
_________________________________
_________________________________
_________________________________
Dated: ____________________, 2002
Name(s) and Address(es) (Please Print)
_________________________________
_________________________________
_________________________________
Area Code and Telephone Number: ___________________________
Taxpayer Identification or
Social Security Number: _________________________________
Enclosures
-5-