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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K



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|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2005

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number: 0-51296



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COMMUNITY FINANCIAL SHARES, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 36-4387843                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|357 Roosevelt Road Glen Ellyn, Illinois                        |  | 60137                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(630) 545-0900

(Registrants telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)



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Securities registered pursuant
to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value



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Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ̈No  x

Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes ̈No  x

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

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x

As of June 3, 2005, the aggregate market value of the registrants common stock held by non-affiliates of the registrant could not be
definitively determined because there is no established trading market for the securities.

Indicate the number of shares outstanding of
each of the issuers classes of common stock, as of the latest practicable date.



|                                     |  |                             
|------------------------------------ |  | ----------------------------
|Class                                |  | Outstanding at March 1, 2006
|Common Stock, no par value per share |  | 685,639 shares              

DOCUMENTS INCORPORATED BY REFERENCE

None.



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TABLE OF CONTENTS



|           |  |                                                                                                               |  |     
|---------- |  | ------------------------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                               |  | Page
|PART I     |  |                                                                                                               |  | 1   
|ITEM 1.    |  | BUSINESS                                                                                                      |  | 1   
|ITEM 1A.   |  | RISK FACTORS                                                                                                  |  | 8   
|ITEM 1B.   |  | UNRESOLVED STAFF COMMENTS                                                                                     |  | 11  
|ITEM 2.    |  | PROPERTIES                                                                                                    |  | 11  
|ITEM 3.    |  | LEGAL PROCEEDINGS                                                                                             |  | 11  
|ITEM 4.    |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                           |  | 11  
|           |  |                                                                                                              
|PART II    |  |                                                                                                               |  | 12  
|ITEM 5.    |  | MARKET FOR REGISTRANTS COMMON EQUITY , RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |  | 12  
|ITEM 6.    |  | SELECTED FINANCIAL DATA                                                                                       |  | 13  
|ITEM 7.    |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                         |  | 14  
|ITEM 7A.   |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                    |  | 33  
|ITEM 8.    |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                   |  | 34  
|ITEM 9.    |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                          |  | 54  
|ITEM 9A.   |  | CONTROLS AND PROCEDURES                                                                                       |  | 54  
|ITEM 9B.   |  | OTHER INFORMATION                                                                                             |  | 54  
|           |  |                                                                                                              
|PART III   |  |                                                                                                               |  | 55  
|ITEM 10.   |  | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                                            |  | 55  
|ITEM 11.   |  | EXECUTIVE COMPENSATION                                                                                        |  | 58  
|ITEM 12.   |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                |  | 61  
|ITEM 13.   |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                |  | 63  
|ITEM 14.   |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                        |  | 63  
|PART IV    |  |                                                                                                               |  | 64  
|ITEM 15.   |  | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                                    |  | 64  
|           | 
|SIGNATURES |  | 65                                                                                                           
|           | 
|EXHIBITS   |  | 66                                                                                                           



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PART I

ITEM 1. BUSINESS

Community Financial Shares, Inc. (the Company) is a registered bank holding company. The
operations of the Company and its banking subsidiary consist primarily of those financial activities common to the commercial banking industry and are explained more fully below under the heading LENDING ACTIVITIES. Unless the context
otherwise requires, the term Company as used herein includes the Company and its banking subsidiary on a consolidated basis. All of the operating income of the Company is attributable to its wholly-owned banking subsidiary, Community
Bank-Wheaton/Glen Ellyn (the Bank).

The Company was incorporated in the State of Delaware in July 2000 as part of an internal reorganization
whereby the stockholders of the Bank exchanged all of their Bank stock for all of the issued and outstanding stock of the Company. The reorganization was completed in December 2000. As a result of the reorganization the former stockholders of the
Bank acquired 100% of the Companys stock and the Company acquired (and still holds) 100% of the Banks stock. The former Bank stockholders received two shares of the Companys common stock for each share of Bank common stock
exchanged in the reorganization. The Company was formed for the purpose of providing financial flexibility as a holding company for the Bank. At the present time, the Company has no specific plans of engaging in any activities other than operating
the Bank as a subsidiary.

The Bank was established as a state chartered federally insured commercial bank on March 1, 1994 and opened for business
November 21, 1994 on Roosevelt Road in Glen Ellyn. The Bank opened a second location in downtown Wheaton on November 21, 1998. A third location was opened in northwest Wheaton on March 24, 2005. The Bank provides banking services
common to the industry, including but not limited to, demand, savings and time deposits, loans, mortgage loan origination for investors, cash management, electronic banking services, Internet banking services including bill payment, Community
Investment Center services, and debit cards. The Bank serves a diverse customer base including individuals, businesses, governmental units, and institutional customers located primarily in Wheaton and Glen Ellyn and surrounding communities in DuPage
County, Illinois. The Bank has banking offices in Glen Ellyn, and Wheaton, Illinois.

The Company is located in the village of Glen Ellyn in DuPage County
in Illinois. Glen Ellyn is a suburb of Chicago and is located approximately 20 miles directly west of the city. The combined population of Wheaton and Glen Ellyn is approximately 82,000 while the county of DuPage currently has approximately 900,000
residents. The median household income within the Banks market area is above $65,000 which is higher than the area average. The economic base of both communities is comprised primarily of professionals and service related industry. There are
no dominant employers in the area however, the DuPage County offices as well as the College of DuPage, both of which are nearby, are likely the largest. The local economy remains strong and this strength is reflected in the local real estate values
which have been rising steadily over the past several years.

COMPETITION

Active competition exists in all principal areas where the Bank operates, not only with other commercial banks, finance companies and mortgage bankers, but also with
savings and loan associations, credit unions, and other financial service companies serving the Companys market area. The principal methods of competition between the Company and its competitors are price and service. Price competition,
primarily in the form of interest rate competition, is a standard practice within the Companys market place as well as the financial services industry. Service, expansive banking hours, and product quality are also significant factors in
competing and allow for differentiation from competitors.

Deposits in the Bank are well balanced, with a large customer base and no dominant segment of
accounts. The Banks loan portfolio is also characterized by a large customer base, including loans to commercial,



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not-for-profit and consumer customers, with no dominant relationships. There is no readily available source of information that delineates the market for
financial services offered by non-bank competitors in the Companys market.

REGULATION AND SUPERVISION

Bank holding companies and banks are extensively regulated under both federal and state law. To the extent that the following information describes
statutory and regulatory provisions, it is qualified in its entirety by reference to the particular statutes and regulations. Any significant change in applicable law or regulation may have an effect on the business and prospects of the Company and
its subsidiaries.

The Company is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, and is regulated by the
Board of Governors of the Federal Reserve System (the Federal Reserve Board). Under the Bank Holding Company Act, the Company is required to file annual reports and such additional information as the Federal Reserve Board may require and
is subject to examination by the Federal Reserve Board. The Federal Reserve Board has jurisdiction to regulate virtually all aspects of the Companys business. See The Companys Banking Subsidiary below for discussion of
regulators of the Bank.

The Bank Holding Company Act requires every bank holding company to obtain the prior approval of the Federal Reserve Board before
merging with or consolidating into another bank holding company, acquiring substantially all the assets of any bank or acquiring directly or indirectly any ownership or control of more than 5% of the voting shares of any bank.

The Bank Holding Company Act also prohibits a bank holding company, with certain exceptions, from acquiring direct or indirect ownership or control of more than 5% of
the voting shares of any company which is not a bank and from engaging in any business other than that of banking, managing and controlling banks, or furnishing services to banks and their subsidiaries. The Company, however, may engage in certain
businesses determined by the Federal Reserve Board to be so closely related to banking or managing and controlling banks as to be a proper incident thereto. See Financial Modernization Legislation below for a discussion of expanded
activities permissible to bank holding companies that become financial holding companies.

Deposits of the Bank are insured by the Federal Deposit
Insurance Corporation (the FDIC) and are subject to the provisions of the Federal Deposit Insurance Act. Under the FDICs risk-based insurance assessment system, each insured bank is placed in one of nine risk categories based on
its level of capital and other relevant information. Each insured banks insurance assessment rate is then determined by the risk category in which it has been classified by the FDIC.

Banking regulations restrict the amount of dividends that a bank may pay to its stockholders. Thus, the Companys ability to pay dividends to its shareholders will
be limited by statutory and regulatory restrictions. Illinois banking laws restrict the payment of cash dividends by a state bank by providing, subject to certain exceptions, that dividends may be paid only out of net profits then on hand
after deducting its losses and bad debts. Federal law generally prohibits a bank from making any capital distribution (including payment of a dividend) or paying any management fee to its parent company if the depository institution would thereafter
be undercapitalized.

The FDIC may prevent an insured bank from paying dividends if the Bank is in default of payment of any assessment due to the FDIC. In
addition, the FDIC may prohibit the payment of dividends by a bank, if such payment is determined, by reason of the financial conditions of the bank, to be an unsafe and unsound banking practice.

For additional information on the lender covenants that potentially restrict the declaration of dividends, see the discussion under Managements Discussion
and Analysis of Financial Condition and Results of Operations  Dividends.



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THE COMPANYS BANKING SUBSIDIARY

The Bank is regulated by the FDIC, as its primary federal regulator. The Bank is subject to the provisions of the Federal Deposit Insurance Act and examination by the
FDIC. As an Illinois statechartered bank, the Bank is also subject to examination by the Illinois Department of Financial and Professional Regulation. The examinations by the various regulatory authorities are designed for the protection of
bank depositors and the solvency of the FDIC Bank Insurance Fund.

The federal and state laws and regulations generally applicable to the Bank regulate,
among other things, the scope of business, its investments, reserves against deposits, the nature and amount of and collateral for loans, and the location of banking offices and types of activities which may be performed at such offices.

Subsidiaries of a bank holding company are subject to certain restrictions under the Federal Reserve Act and the Federal Deposit Insurance Act on loans and extensions
of credit to the bank holding company or to its other subsidiaries, investments in the stock or other securities of the bank holding company or its other subsidiaries, or advances to any borrower collateralized by such stock or other securities.

CAPITAL REQUIREMENTS

The Federal Reserve Board and the FDIC have established guidelines for risk-based capital of bank holding companies and banks. These guidelines establish a risk adjusted ratio relating total capital to risk-weighted assets and off-balance
sheet exposures. These capital guidelines primarily define the components of capital, categorize assets into different risk classes, and include certain off-balance sheet items in the calculation of capital requirements. Generally, Tier 1 capital
consists of shareholders equity less intangible assets and unrealized gain or loss on securities available for sale, and Tier 2 capital consists of Tier 1 capital plus qualifying loan loss reserves.

The FDIC Improvement Act of 1991 established a system of prompt corrective action to resolve the problems of undercapitalized depository institutions. Under this system,
federal banking regulators have established five capital categories, well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. The federal banking agencies have also specified by
regulation the relevant capital levels for each of the categories. Each depository institution is placed within one of these categories and is subject to differential regulation corresponding to the capital category within which it falls.

Federal banking regulators are required to take specified mandatory supervisory actions and are authorized to take other discretionary actions with
respect to institutions in the three undercapitalized categories. The severity of the action depends upon the capital category in which the institution is placed. Generally, subject to a narrow exception, the banking regulator must appoint a
receiver or conservator for an institution that is critically undercapitalized. An institution in any of the undercapitalized categories is required to submit an acceptable capital restoration plan to its appropriate federal banking agency. An
undercapitalized institution is also generally prohibited from paying any dividends, increasing its average total assets, making acquisitions, establishing any branches or engaging in any new line of business, except under an accepted capital
restoration plan or with FDIC approval.

Failure to meet capital guidelines could subject a bank or a bank holding company to a variety of enforcement
remedies, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on accepting brokered deposits, and other restrictions on its business. In addition, such a bank would generally not receive
regulatory approval of any application that requires the consideration of capital adequacy, such as a branch or merger application, unless the bank could demonstrate a reasonable plan to meet the capital requirement within a reasonable period of
time.

The capital ratios of the Company and the Bank exceed the regulatory guidelines for well-capitalized institutions, and in conjunction with
regulatory ratings, have qualified the bank for the lowest FDIC insurance rate available to insured financial institutions.



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MONETARY POLICY AND ECONOMIC CONDITIONS

The earnings of commercial banks and bank holding companies are affected not only by general economic conditions, but also by the policies of various governmental
regulatory authorities. In particular, the Federal Reserve Board influences conditions in the money and capital markets, which affect interest rates and growth in bank credit and deposits. Federal Reserve Board monetary policies have had a
significant effect on the operating results of commercial banks in the past and this is expected to continue in the future. The general effect, if any, of such policies on future business and earnings of the Company and its Bank cannot be predicted.

FINANCIAL MODERNIZATION LEGISLATION

In March of 2002, the Gramm-Leach Bliley Act of 1999 (the GLB Act) was enacted. The GLB Act is a sweeping piece of financial services reform legislation that for the first time permits commercial banks to
affiliate with investment banks and insurance companies through a holding company structure and will greatly expand the range of activities in which bank affiliates and subsidiaries may engage. The GLB Act repeals key provisions of the
Glass-Steagall Act of 1933 that previously prohibited banks from affiliating with entities engaged principally in securities underwriting activities and overrides those state laws that prohibit affiliations of banks and insurance companies or either
discriminate against or have a substantially adverse effect on banks selling insurance.

The GLB Act amends the Bank Holding Company (BHC) Act
to authorize new financial holding companies (FHCs). Under the FHC provisions of the GLB Act, a BHC can qualify to become an FHC if all of its bank and thrift subsidiaries are well capitalized and well managed and have a
Community Reinvestment Act (CRA) rating of satisfactory or better. Once a BHC becomes an FHC, it is permitted to conduct any securities, insurance and merchant banking activities, as well as any other activities that are
financial in nature or incidental or complementary to a financial activity, such as developing financial software, hosting Internet web sites relating to financial matters and operating a travel agency. Under the regulatory structure
prescribed by the GLB Act, the Federal Reserve will act as the umbrella regulator for the FHC, with each FHC subsidiary subject to supervision and regulation by its own functional regulator or agency. The Company does not currently have
plans to become a FHC.

The GLB Act also gives banks the option of conducting certain newly permitted financial activities in a subsidiary rather than
using an FHC. Banks that satisfy the well capitalized well managed and CRA requirements applicable to FHCs will be able to establish financial subsidiaries that are permitted to conduct all financial activities as agency and some
financial activities as principal such as securities underwriting. The main activities in which financial subsidiaries are prohibited from engaging are insurance underwriting, real estate development and, at least for the next five years, merchant
banking.

In addition to enabling banks and their holding companies to conduct a wide range of financial activities, the GLB Act also contains a number of
privacy requirements with which banks and other financial institutions must comply. Under the GLB Act, all financial institutions must adopt a privacy policy and make its policy known to those who become new customers and provide annual disclosure
of its policy to all of its customers. They must also give their customers the right to opt out whenever they want to disclose nonpublic customer information to non-affiliates. An exception to this opt out requirement is made where the
third party is performing services on behalf of the financial institution or pursuant to a joint agreement. Financial institutions are also required to take such steps as are necessary to insure the security and confidentiality of customer records
and information and to protect against unauthorized access to or use of such records or information.



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SECURITIES AND EXCHANGE COMMISSION REGULATIONS

Sarbanes Oxley Act. On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002 (the S-O Act) implementing
legislative reforms intended to address corporate and accounting fraud. In addition to the establishment of the Public Company Accounting Oversight Board which is charged with the enforcement of auditing, quality control and independence standards,
and is funded by fees from all publicly traded companies, the law restricts provision of both auditing and consulting services by accounting firms. To ensure auditor independence, any permissible non-audit services being provided to an audit client
require pre-approval by a companys audit committee members. In addition, the audit partners must be rotated. Chief executive officers and chief financial officers, or their equivalent, are required to certify to the accuracy of periodic
reports filed with the Securities and Exchange Commission (SEC), subject to civil and criminal penalties if they knowingly or willfully violate this certification requirement. In addition, under the S-O Act, counsel will be required to
report evidence of a material violation of the securities laws or a breach of fiduciary duty by a company to its chief executive officer or its chief legal officer, and, if such officer does not appropriately respond, to report such evidence to the
audit committee or other similar committee of the board of directors or the board itself. Longer prison terms and increased penalties will be applied to corporate executives who violate federal securities laws, the period during which certain types
of suits can be brought against a company or its officers has been extended, and bonuses issued to top executives prior to restatement of a companys financial statements are now subject to disgorgement if such restatement was due to corporate
misconduct. Executives are also prohibited from insider trading during retirement plan blackout periods. In addition, loans to company directors and executives are restricted, although loans made by an insured depository institution to
the directors and executive officers of its publicly traded parent bank holding company are exempt from the prohibition. It should be noted that this exception covers only loans made by banks and other insured depository institutions and does not
cover loans made by a public bank holding company (or its nonblank subsidiaries) to the directors and executive officers of the public bank holding company.

The S-O Act also increases the oversight of, and codifies certain requirements relating to audit committees of public companies and how they interact with a companys registered public accounting firm
(RPAF). Audit committee members must be independent and are barred from accepting consulting, advisory or other compensatory fees from the issuer. In addition, companies must disclose whether at least one member of the committee is an
audit committee financial expert and if not, why not. Under the S-O Act, a RPAF is prohibited from performing statutorily mandated audit services for a company if such companys chief executive officer, chief financial officer,
comptroller, general accounting officer, or any person serving in equivalent positions has been employed by such firm and participated in the audit of such company during the one-year period preceding the audit initiation date. The S-O Act also
prohibits any officer or director of a company or any other person acting under their direction from taking any action to fraudulently influence, coerce, manipulate, or mislead any independent public or certified accountant engaged in the audit of a
companys financial statements for the purpose of rendering the financial statements materially misleading.

CONSUMER PROTECTION LAWS

The Companys business includes making a variety of types of loans to individuals. In making these loans, we
are subject to State usury and regulatory laws and to various federal statutes, including the privacy of consumer information provisions of the Graham-Leach-Bliley Act and regulations promulgated thereunder, the Equal Opportunity Act, the Fair
Credit Reporting Act, the Truth in Lending Act, the Real Estate Settlement Procedures Act, and the Home Mortgage Disclosure Act, and the regulations promulgated thereunder, which prohibit discrimination, specify disclosures to be made to borrowers
regarding credit and settlement costs, and regulate the mortgage servicing activities of the Company, including the maintenance and operation of escrow accounts and the transfer of mortgage loan servicing. In receiving deposits, the Company is
subject to extensive regulation under state and federal law and regulations, including the Truth in Savings Act, the Expedited Funds Availability Act, the Bank Secrecy Act, the Electronic Funds Transfer Act, the USA Patriot Act of 2001, and the
Federal Deposit Insurance Act. Violation of these laws could result in the imposition of significant damages and fines upon the Company and its directors and officers.



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USA PATRIOT ACT

As part of the USA Patriot Act of 2001, signed into law on October 26, 2001, Congress adopted the International Money Laundering Abatement and Anti-Terrorism Financing Act of 2001 (the Act). The Act
authorizes the Secretary of the Treasury, in consultation with the heads of other government agencies, to adopt special measures applicable to financial institutions such as banks, bank holding companies, broker-dealers and insurance companies.
Among its other provisions, the Act requires financial institutions: (i) to establish an anti-money laundering program; (ii) to establish due diligence policies, procedures and controls that are reasonably designed to detect and report
instances of money laundering in United States private banking accounts and correspondent accounts maintained for non-United States persons or their representatives; and (iii) to avoid establishing, maintaining, administering, or managing
correspondent accounts in the United States for, or on behalf of, a foreign shell bank that does not have a physical presence in any country. In addition, the Act expands the circumstances under which funds in a bank account may be forfeited and
requires covered financial institutions to respond under certain circumstances to requests for information from federal banking agencies within 120 hours.

Treasury regulations implementing the due diligence requirements were issued in 2002. These regulations require minimum standards to verify customer identity, encourage cooperation among financial institutions, federal banking agencies, and
law enforcement authorities regarding possible money laundering or terrorist activities, prohibited the anonymous use of concentration accounts, and require all covered financial institutions to have in place an anti-money laundering
compliance program

The Act also amended the Bank Holding Company Act and the Bank Merger Act to require federal banking agencies to consider the
effectiveness of a financial institutions anti-money laundering activities when reviewing an application under these Acts.

EMPLOYEES

As of December 31, 2005, the Company and its subsidiaries had a total of 65 full-time equivalent employees. This compares to
61 full-time equivalents as of December 31, 2004. None of these employees are subject to a collective bargaining agreement.

LENDING ACTIVITIES

General

The Banks loan portfolio is comprised primarily of real-estate mortgage loans, which includes loans secured by residential, multi-family and nonresidential properties. The Bank originates loans on real estate
generally located in the Banks primary lending area in central DuPage County, Illinois. In addition to portfolio mortgages, the Bank routinely originates and sells residential mortgage loans and servicing rights for other investors in the
secondary market. The Bank services all of its portfolio loans and the Bank has not purchased mortgage servicing rights.

Residential Lending - One-to-Four Family

The Bank, in 1999, established a dedicated secondary mortgage department to assist local residents in
obtaining mortgages with reasonable terms, conditions, and rates. The Bank offers various fixed and adjustable rate one-to-four family residential loan products the majority of which are sold, along with servicing rights, to a variety of investors
in the secondary market. Interest rates are essentially dictated by the Banks investors and origination fees on secondary mortgage loans are priced to provide a reasonable profit margin and are dictated to a degree by regional competition.

The Bank, for secondary market residential loans, generally makes one-to-four family residential mortgage loans in amounts not to exceed 80% of the
appraised value or sale price, whichever is less, of the property



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securing the loan, or up to 95% if the amount in excess of 80% of the appraised value is secured by private mortgage insurance, or 80% to 85% with an
increased interest rate. The Bank usually receives a service release fee of 1.0% to 1.5 % on one-to-four family residential mortgage loans.

In
addition to loans originated for the secondary market, the Bank has portfolio loans secured by 1  4 family residential real estate that total approximately $23.0 million or 11.9% of the Banks total loan portfolio as of December 31,
2005.

Commercial Real Estate Lending

Loans secured by commercial real estate totaled approximately $83.7 million, or 43.2% of the Banks total loan portfolio, at December 31, 2005. Commercial real estate loans are generally originated in amounts up to 80% of the
appraised value of the property. Such appraised value is generally determined by independent appraisers previously approved by the Board of Directors of the Bank.

The Banks commercial real estate loans are permanent portfolio loans secured by improved property such as office buildings, retail stores, warehouses, churches, and other non-residential buildings. Of the commercial real estate loans
outstanding at December 31, 2005, most are located within 10 miles of the Banks offices in Wheaton and Glen Ellyn and were made to local customers of the Bank. In addition, borrowers generally must personally guarantee loans secured by
commercial real estate. Commercial real estate loans generally have a 10 to 25 year amortization period and are made at rates based upon competitive local market rates, specific loan risk, and structure usage and type. Such loans generally have a
five-year maturity.

Commercial real estate loans are both adjustable and fixed, with fixed rates generally limited to no more than five years. Loans
secured by commercial real estate properties are generally larger and involve a greater degree of risk than residential mortgage loans. Because payments on loans secured by commercial real estate properties are often dependent on successful
operation or management of the properties, repayment of such loans may be subject to a greater extent to adverse conditions in the real estate market or the economy. The Bank seeks to minimize these risks by lending to established customers and
generally restricting such loans to its primary market area.

Construction Lending

The Bank is actively engaged in construction lending. Such activity is generally limited to individual new residential home construction, residential home additions, and
new commercial buildings. Currently, the majority of the Banks new construction activity is in new commercial construction.

At December 31,
2005, the Bank had $23.0 million in construction loans outstanding or 11.9% of the loan portfolio of the Bank. The Bank presently charges both fixed and variable interest rates on construction and end loans. Loans, with proper credit, may be made
for up to 80% of the anticipated value of the property upon completion. Funds are usually disbursed based upon percentage of completion generally verified by an on-site inspection by bank personnel and generally through a local title company
construction escrow account.

Consumer Lending

As community-oriented lenders, the Bank offers consumer loans for any worthwhile purpose. Although the Bank offers signature unsecured loans, consumer loans are generally secured by automobiles, boats, mobile homes,
stocks, bonds, and other personal property. Consumer loans totaled $2.6 million or 1.3% of the total loan portfolio of the Bank at December 31, 2005. Consumer loans generally have higher yields than residential mortgage loans since they involve
a higher credit risk and smaller volumes with which to cover basic costs.



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Home Equity Lending

Home equity loans are generally made not to exceed 80% of the first and second combined mortgage loan to value. These loans, for the most part are revolving credit lines with minimum payment structure of interest only
and a five-year term. The interest rate on these lines of credit adjusts at a rate based on the prime rate of interest. Additionally, the Bank offers five-year amortizing fixed rate home equity balloon loans for those who desire to limit interest
rate risk. At December 31, 2005, the outstanding home equity loan balance was $35.4 million or 18.2% of the total loan portfolio of the Bank.

Commercial Lending

The Bank actively engages in general commercial lending within its market area. These loans are
primarily revolving working capital lines, inventory loans, and equipment loans. The commercial loans are generally based on serving the needs of small businesses in the Banks market area while limiting the Banks business risks to
reasonable bank lending standards. Commercial loans are made with both fixed and adjustable rates and are generally secured by equipment, accounts receivable, inventory, and other assets of the business. Personal guarantees generally support these
credit facilities. The Bank also provides commercial and standby letters of credit to assist small businesses in their financing of special purchasing or bonding needs. Standby letters of credit outstanding at year end totaled $768,415. Commercial
loans totaled approximately $26.3 million or 13.6% of the Banks total loan portfolio at December 31, 2005.

ITEM 1A  RISK FACTORS

An investment in the registrants common stock involves a number of risks. We urge you to
read all of the information contained in this annual report on Form 10-K. In addition, we urge you to consider carefully the following factors before you invest in shares of the registrants common stock.

We may not be able to maintain and manage our growth, which may adversely affect our results of operations and financial conditions and the value of our common
stock.

Our strategy has been to increase the size of our company by opening new offices and by pursuing business development opportunities. We have
grown rapidly since we commenced operations. We can provide no assurance that we will continue to be successful in increasing the volume of loans and deposits at acceptable risk levels and upon acceptable terms while managing the costs and
implementation risks associated with our growth strategy. There can be no assurance that our further expansion will be profitable or that we will continue to be able to sustain our historical rate of growth, either through internal growth or through
successful expansion of our markets, or that we will be able to maintain capital sufficient to support our continued growth. If we grow too quickly, however, and are not able to control costs and maintain asset quality, rapid growth also could
adversely affect our financial performance.

Changes in interest rates affect our interest margins, which can adversely affect our profitability.

We may not be able to effectively manage changes in interest rates that affect what we charge as interest on our earning assets and the expense we must
pay on interest-bearing liabilities, which may significantly reduce our earnings. Since rates charged on our loans often tend to react to market conditions faster than do rates paid on our deposit accounts, these rate cuts have had a negative impact
on our earnings until we could make appropriate adjustments in our deposit rates. Fluctuations in interest rates are not predictable or controllable and, therefore, there can be no assurances of our ability to continue to maintain a consistent
positive spread between the interest earned on our earning assets and the interest paid on our interest-bearing liabilities.



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We need to generate liquidity to fund our lending activities.

We must have adequate cash or borrowing capacity to meet our customers needs for loans and demand for their deposits. We generate liquidity primarily through new
deposits. We also have access to secured borrowings, FHLB borrowings and various other lines of credit. The inability to increase deposits or to access other sources of funds would have a negative effect on our ability to meet customer needs, could
slow loan growth and could adversely affect our results of operations.

Our profitability depends significantly on economic conditions in our
market.

Our success depends to a large degree on the general economic conditions in our market areas. The local economic conditions in these areas have
a significant impact on the amount of loans that we make to our borrowers, the ability of our borrowers to repay these loans and the value of the collateral securing these loans. A significant decline in general economic conditions caused by
inflation, recession, unemployment or other factors beyond our control would impact these local economic conditions and could negatively affect our financial condition and performance.

If we lost key employees with significant business contacts in our market area, our business may suffer.

Our success
is largely dependent on the personal contacts of our officers and employees in our market area. If we lose key employees temporarily or permanently, our business could be hurt. We could be particularly hurt if our key employees went to work for our
competitors. Our future success depends on the continued contributions of our existing senior management personnel.

If we experience greater loan
losses than anticipated, it will have an adverse effect on our net income.

While the risk of nonpayment of loans is inherent in banking, if we
experience greater nonpayment levels than we anticipate, our earnings and overall financial condition, as well as the value of our common stock, could be adversely affected.

We cannot assure you that our monitoring procedures and policies will reduce certain lending risks or that our allowance for loan losses will be adequate to cover actual losses. In addition, as a result of the rapid
growth in our loan portfolio, loan losses may be greater than managements estimates. Loan losses can cause insolvency and failure of a financial institution and, in such an event, our shareholders could lose their entire investment. In
addition, future provisions for loan losses could materially and adversely affect our profitability. Any loan losses will reduce the loan loss allowance. A reduction in the loan loss allowance will be restored by an increase in our provision for
loan losses. This would reduce our earnings which could have an adverse effect on our stock price.

In order to be profitable, we must compete
successfully with other financial institutions which have greater resources than we do.

The banking business in the Chicagoland area, in general, is
extremely competitive. Several of our competitors are larger and have greater resources than we do and have been in existence a longer period of time. We must overcome historical bank-customer relationships to attract customers away from our
competition. We compete with the following types of institutions:



|                                  |  |                                  
|--------------------------------- |  | ---------------------------------
|      other commercial banks     |  |       securities brokerage firms
|      savings banks              |  |       mortgage brokers          
|      thrifts                    |  |       insurance companies       
|      credit unions              |  |       mutual funds              
|      consumer finance companies |  |       trust companies           

Some of our competitors are not regulated as extensively as we are and, therefore, may have greater flexibility in
competing for business. Some of these competitors are subject to similar regulation but have the advantage of larger established customer bases, higher lending limits, extensive branch networks, numerous automated teller machines, greater
advertising-marketing budgets or other factors.



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Our legal lending limit is determined by law. The size of the loans which we offer to our customers may be less than the
size of the loans than larger competitors are able to offer. This limit may affect to some degree our success in establishing relationships with the larger businesses in our market.

New or acquired branch facilities and other facilities may not be profitable.

We may not be able to correctly
identify profitable locations for new branches and the costs to start up new branch facilities or to acquire existing branches, and the additional costs to operate these facilities, may increase our non-interest expense and decrease earnings in the
short term. It may be difficult to adequately and profitably manage our growth through the establishment of these branches. In addition, we can provide no assurance that these branch sites will successfully attract enough deposits to offset the
expenses of operating these branch sites. Any new branches will be subject to regulatory approval, and there can be no assurance that we will succeed in securing such approvals.

Government regulations may prevent or impair our ability to pay dividends, engage in additional acquisitions or operate in other ways.

Current and future legislation and the policies established by federal and state regulatory authorities will affect our operations. We are subject to supervision and periodic examination by the Federal Deposit
Insurance Company as well as the Illinois Department of Financial and Professional Regulation (the IDFPR). Our principal subsidiary, Community Bank Wheaton/ Glen Ellyn, as a state chartered commercial bank, also receives regulatory
scrutiny from the FDIC and the IDFPR. Banking regulations are designed primarily for the protection of depositors rather than stockholders, and they may limit our growth and the return to you as an investor by restricting its activities, such as:



| |  |  | the payment of dividends to stockholders;
| | - |  | -----------------------------------------



| |  |  | possible transactions with or acquisitions by other institutions;
| | - |  | -----------------------------------------------------------------



| |  |  | desired investments;
| | - |  | --------------------



| |  |  | loans and interest rates;
| | - |  | -------------------------



| |  |  | interest rates paid on deposits
| | - |  | --------------------------------



| |  |  | the possible expansion of branch offices; and
| | - |  | ---------------------------------------------



| |  |  | the ability to provide securities or trust services.
| | - |  | ----------------------------------------------------

We are registered
with the Federal Reserve Board as a bank holding company. We cannot predict what changes, if any, will be made to existing federal and state legislation and regulations or the effect that such changes may have on our business. The cost of compliance
with regulatory requirements may adversely affect our ability to operate profitably.

Our stock trading volume has been low compared to larger bank
holding companies.

The trading volume in our common stock on the Over-the-Counter Electronic Bulletin Board (the OTCBB) has been comparable
to other similarly sized bank holding companies since trading on the Capital Market began in September 2005. Nevertheless, this trading volume does not compare with more seasoned companies listed on other stock exchanges. Thus, the market in our
common stock is somewhat limited in scope relative to some other companies. In addition, we can provide no assurance that a more active and liquid trading market for our stock will develop in the future.



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Our securities are not FDIC insured.

Our common stock is not a savings or deposit account or other obligation of the Bank, and is not insured by the Federal Deposit Insurance Corporation or any other governmental agency and is subject to investment risk,
including the possible loss of principal.

We rely on technology to conduct many transactions with our customers.

Our internal and outsourced technology, including communications and information systems, support our business operations. A significant disruption in those systems could
adversely affect our ability to deliver products and services to our customers. A material security breach of our information systems or date could harm our reputation, cause a decrease in the number of customers, and adversely affect our financial
condition or results of operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

The following table sets forth information related to the Companys properties utilized in the
Companys business. These properties are suitable and adequate for the Companys business needs.



|                                  |  |                    |  |                        |  |                |  |                         |  |              
|--------------------------------- |  | ------------------ |  | ---------------------- |  | -------------- |  | ----------------------- |  | -------------
|Entity                            |  | Description        |  | Address                |  | City/State     |  | Approximate Square Feet |  | Owned/ Leased
|Community Bank-Wheaton/Glen Ellyn |  | Main office        |  | 357 Roosevelt Road     |  | Glen Ellyn, IL |  | 10,000                  |  | Owned        
|                                  |  |                    |  |                        | 
|Community Bank-Wheaton/Glen Ellyn |  | Wheaton office     |  | 100 N. Wheaton Ave.    |  | Wheaton, IL    |  | 12,500                  |  | Owned        
|                                  |  |                    |  |                        | 
|Community Bank-Wheaton/Glen Ellyn |  | County Farm office |  | 370 S. County Farm Rd. |  | Wheaton, IL    |  | 7,000                   |  | Owned        

In 2001, the Company purchased a commercial office building in Glen Ellyn, Illinois from a
partnership comprised of all of the directors of the Company. This site, which is currently leased to a third party, is adjacent to the Companys office in Glen Ellyn, Illinois and can be used for future expansion or parking. The Company
considers the conditions of its properties to be generally good and adequate for the current needs of the Company and its subsidiaries. None of the properties owned by the Company are subject to mortgages or liens. Information regarding the
Banks investments in real estate mortgages can be found above under Business Lending Activities.

ITEM 3. LEGAL PROCEEDINGS

Neither the Company nor the Bank is a party to, and none of their property is subject to, any
material legal proceedings at this time.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.



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##### Table of Contents

PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

As
of March 1, 2006, the Companys stock was held by approximately 525 shareholders. The Companys stock is traded on the Over-the-Counter Electronic Bulletin Board (OTCBB) under the symbol: CFIS. The following
table sets forth high and low sales information reported on the OTCBB for the Common Stock for each quarter since the Common Stock began trading on September 22, 2005. These quotes reflect inter-dealer prices without mark-ups, mark-downs or
commissions and may not necessarily reflect actual transactions.

There were no purchases by the Company of its common stock during 2005.

While there was no established market for the Companys securities prior to September 22, 2005, there were a limited number or trades which have occurred in
the past. The share prices of these trades are reflected in the data below.

COMMON STOCK PRICE AND DIVIDEND HISTORY



|               |  |      |       |     |   |                     |  |   |     
|-------------- |  | ---- | ----- | --- | - | ------------------- |  | - | ----
|               |  | High |       | Low |   | Dividend(per share)
|2005           |  |      |       |     |   |                     |  |   |     
|First Quarter  |  | $    | 45.00 |     | $ | 43.00               |  | $ | 0.05
|Second Quarter |  |      | 45.00 |     |   | 35.00               |  |   | 0.05
|Third Quarter  |  |      | 48.00 |     |   | 45.00               |  |   | 0.05
|Fourth Quarter |  |      | 49.00 |     |   | 44.25               |  |   | 0.05
|               |  |      |      
|2004           |  |      |       |     |   |                     |  |   |     
|First Quarter  |  | $    | 39.00 |     | $ | 37.00               |  | $ | 0.04
|Second Quarter |  |      | 40.00 |     |   | 39.00               |  |   | 0.05
|Third Quarter  |  |      | 40.00 |     |   | 40.00               |  |   | 0.05
|Fourth Quarter |  |      | 43.00 |     |   | 40.00               |  |   | 0.05

Prior to September 22, 2005, no established public trading market existed for selling the Companys
stock. The formation of the Company and the exchange of the Companys stock for the Banks stock was completed in December 2000. Consequently, the Companys stock was not traded prior to December 2000.

It has been a policy of the Company to pay only small to moderate dividends so as to retain earnings to support growth. Dividends for 2005 were $136,000 or 6.7% of after
tax earnings. In 2004, dividends of $130,000 represented 5.7% of earnings. Dividends are paid quarterly.



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##### Table of Contents

|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

The following is a summary of certain
consolidated financial information relating to the Company as of December 31 of each year shown. The summary has been derived in part from, and should be read in conjunction with, the Companys Consolidated Financial Statements and the
Notes thereto included elsewhere in this report.



|                                                     |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|---------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------- | -
|                                                     |  |      |         |   |      |   |         |      |  |   |         |   |  |      |        
|                                                     |  | 2005 |         |   | 2004 |   |         | 2003 |  |   | 2002    |   |  | 2001 |        
|(Dollar amounts in thousands, except per share data) |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Statement of Income                                  |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Interest income                                      |  | $    | 13,491  |   |      | $ | 11,500  |      |  | $ | 10,850  |   |  | $    | 11,011  |   |  | $ | 11,458  |  
|Interest expense                                     |  |      | 4,169   |   |      |   | 2,648   |      |  |   | 3,107   |   |  |      | 3,558   |   |  |   | 5,422   |  
|                                                     |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net interest income                                  |  |      | 9,322   |   |      |   | 8,852   |      |  |   | 7,743   |   |  |      | 7,453   |   |  |   | 6,036   |  
|Provision for loan losses                            |  |      | 265     |   |      |   | 50      |      |  |   | 30      |   |  |      | 1,544   |   |  |   | 393     |  
|Noninterest income                                   |  |      | 1,319   |   |      |   | 1,191   |      |  |   | 1,349   |   |  |      | 1,266   |   |  |   | 1,010   |  
|Noninterest expense                                  |  |      | 7,458   |   |      |   | 6,629   |      |  |   | 6,122   |   |  |      | 5,335   |   |  |   | 4,690   |  
|                                                     |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Income before income taxes                           |  |      | 2,918   |   |      |   | 3,364   |      |  |   | 2,940   |   |  |      | 1,840   |   |  |   | 1,963   |  
|Income tax expense                                   |  |      | 887     |   |      |   | 1,073   |      |  |   | 995     |   |  |      | 632     |   |  |   | 615     |  
|                                                     |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net income                                           |  | $    | 2,031   |   |      | $ | 2,291   |      |  | $ | 1,945   |   |  | $    | 1,208   |   |  | $ | 1,348   |  
|                                                     |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Balance sheet  year-end balances                    |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total assets                                         |  | $    | 267,529 |   |      | $ | 239,395 |      |  | $ | 234,547 |   |  | $    | 203,806 |   |  | $ | 182,286 |  
|Securities available for sale                        |  |      | 37,888  |   |      |   | 40,710  |      |  |   | 54,592  |   |  |      | 25,604  |   |  |   | 21,420  |  
|Loans, net                                           |  |      | 192,663 |   |      |   | 165,056 |      |  |   | 149,037 |   |  |      | 143,307 |   |  |   | 131,066 |  
|Deposits                                             |  |      | 229,704 |   |      |   | 211,373 |      |  |   | 212,778 |   |  |      | 184,314 |   |  |   | 165,815 |  
|Subordinated debentures                              |  |      | 3,609   |   |      |   | 3,609   |      |  |   | 3,609   |   |  |      | 3,609   |   |  |   |        |  
|Stockholders equity                                 |  |      | 18,469  |   |      |   | 16,723  |      |  |   | 14,755  |   |  |      | 13,036  |   |  |   | 11,601  |  
|                                                     |  |      |         |   |     
|Balance sheet - average balances                     |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total assets                                         |  | $    | 253,547 |   |      | $ | 234,974 |      |  | $ | 222,063 |   |  | $    | 190,536 |   |  | $ | 168,266 |  
|Securities                                           |  |      | 39,089  |   |      |   | 43,931  |      |  |   | 41,560  |   |  |      | 22,000  |   |  |   | 24,668  |  
|Loans, net                                           |  |      | 174,521 |   |      |   | 158,568 |      |  |   | 140,452 |   |  |      | 142,071 |   |  |   | 121,781 |  
|Deposits                                             |  |      | 223,437 |   |      |   | 210,862 |      |  |   | 201,409 |   |  |      | 171,864 |   |  |   | 150,174 |  
|Federal Home Loan Bank advances                      |  |      | 6,110   |   |      |   | 2,829   |      |  |   | 2,000   |   |  |      | 2,303   |   |  |   | 4,341   |  
|Subordinated debentures                              |  |      | 3,609   |   |      |   | 3,609   |      |  |   | 3,609   |   |  |      | 1,812   |   |  |   |        |  
|Stockholders equity                                 |  |      | 17,720  |   |      |   | 15,955  |      |  |   | 14,124  |   |  |      | 12,629  |   |  |   | 10,912  |  
|                                                     |  |      |         |   |     
|Per share data                                       |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Basic earnings per share                             |  | $    | 2.97    |   |      | $ | 3.36    |      |  | $ | 2.85    |   |  | $    | 1.77    |   |  | $ | 1.99    |  
|Diluted earnings per share                           |  |      | 2.96    |   |      |   | 3.34    |      |  |   | 2.83    |   |  |      | 1.76    |   |  |   | 1.97    |  
|Cash dividends per share                             |  |      | 0.20    |   |      |   | 0.19    |      |  |   | 0.14    |   |  |      | 0.12    |   |  |   | 0.10    |  
|Book value per share at year end                     |  |      | 27.03   |   |      |   | 24.48   |      |  |   | 21.61   |   |  |      | 19.15   |   |  |   | 17.05   |  
|                                                     |  |      |         |   |     
|Cash dividends and average shares outstanding        |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Cash dividends                                       |  | $    | 136     |   |      | $ | 130     |      |  | $ | 95      |   |  | $    | 82      |   |  | $ | 68      |  
|Weighted average common shares outstanding           |  |      | 683,557 |   |      |   | 682,002 |      |  |   | 682,611 |   |  |      | 680,894 |   |  |   | 678,965 |  
|                                                     |  |      |         |   |     
|Selected financial ratios                            |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Average loans to average deposits                    |  |      | 78.32   | % |      |   | 74.42   | %    |  |   | 69.73   | % |  |      | 82.67   | % |  |   | 81.09   | %
|Allowance for loan losses to total loans             |  |      | 0.71    | % |      |   | 0.82    | %    |  |   | 1.11    | % |  |      | 1.21    | % |  |   | 0.86    | %
|Allowance for loan losses to nonperforming loans     |  |      | 0.45    | % |      |   | 0.72    | %    |  |   | 1.75    | % |  |      | 2.04    | % |  |   | 0.50    | %
|Average equity to average assets                     |  |      | 6.87    | % |      |   | 6.72    | %    |  |   | 6.08    | % |  |      | 6.63    | % |  |   | 6.49    | %
|Return on average assets                             |  |      | 0.78    | % |      |   | 0.98    | %    |  |   | 0.85    | % |  |      | .63     | % |  |   | 0.80    | %
|Return on average equity                             |  |      | 11.42   | % |      |   | 14.51   | %    |  |   | 14.13   | % |  |      | 9.57    | % |  |   | 12.35   | %
|Net interest margin (1)                              |  |      | 4.14    | % |      |   | 4.02    | %    |  |   | 3.75    | % |  |      | 4.12    | % |  |   | 3.85    | %
|Dividend payout ratio (2)                            |  |      | 6.73    | % |      |   | 5.67    | %    |  |   | 4.88    | % |  |      | 6.79    | % |  |   | 5.04    | %

---

|(1) | Net interest income divided by average interest-earning assets
|--- | --------------------------------------------------------------

|(2) | Cash dividends per share divided by net income per share.
|--- | ---------------------------------------------------------



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##### Table of Contents

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(All table
dollar amounts in Item 7 are in thousands, except share data)

The following presents managements discussion and analysis of the results of
operations and financial condition of Community Financial Shares, Inc. as of the dates and for the periods indicated. This discussion should be read in conjunction with the Companys Consolidated Financial Statements and the Notes thereto and
other financial data appearing elsewhere in this document.

The statements contained in this managements discussion and analysis that are not
historical facts are forward-looking statements subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and
expectations of the Company, are generally identifiable by use of the words believe, expect, intend, anticipate, estimate, project, or similar expressions. The Companys
ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of the Company and its subsidiary bank include, but are
not limited to, changes in: interest rates; general economic conditions; legislation; regulations; monetary and fiscal policies of the U.S. Government including policies of the U.S. Treasury and the Federal Reserve Board; the quality or composition
of the loan or securities portfolios; demand for loan products; deposit flows; competition; demand for financial services in the Companys market area; and accounting principles, policies, and guidelines. These risks and uncertainties should be
considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

OVERVIEW

The Company is a bank holding company. Through its wholly-owned subsidiary bank, Community BankWheaton/Glen Ellyn, the Company provides financial and other
banking services to customers located primarily in Wheaton and Glen Ellyn and surrounding communities in DuPage County, Illinois. The Company was formed in July 2000 for the purpose of providing financial flexibility as a holding company for the
Bank.

The Bank was established as a state-chartered federally insured commercial bank on March 1, 1994 and opened for business November 21, 1994
on Roosevelt Road in Glen Ellyn. The Bank opened a second location in downtown Wheaton on November 21, 1998. A third location was recently opened on County Farm Road in Wheaton on March 24, 2005. Plans to add a fourth location within the
Companys market area are currently being discussed but no definitive agreement has been entered into at this time.



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##### Table of Contents

FINANCIAL CONDITION

AVERAGE ASSETS AND LIABILITIES

Since its
opening, the Bank has experienced considerable growth in deposits, earning assets, and total assets. Over the period from 2001 through 2005, total assets have grown by 50.1% or an annual average of 12.7%. After experiencing a lower than average rate
of growth in 2004 of 5.8%, average assets grew at an annual average of 7.9% in 2005 which is an improvement but still below the historical average. The improvement in asset growth was attributed to the opening of the County Farm facility as well as
significant growth in new loans. Economic and demographic factors continued to be generally positive in the Companys market area in 2005, but the local competition continues to increase at a high rate making growth increasingly harder to
achieve. Once again, during 2005, several new banking facilities were opened within the Companys market area. Along with the asset growth, the Company experienced a substantial increase in loan demand reflected in a 10.1% increase over 2004.
This marks the second consecutive year of strong growth in new loans. Average annual loan growth since 2001 of 10.9% has proved to be beneficial to the Companys financial performance. The corresponding average annual growth in deposits of
12.2% has provided a ready means by which to fund the growth in loans.

Total average assets for the year ending December 31, 2005 were $254 million.
Average earning assets in 2005 were $232 million, an increase of $12 million, or 5.5%, over 2004. The average earning asset growth in 2005 is primarily due to an increase of $17 million in the loan portfolio, a 10.9% increase over 2004. This
significant loan growth was partially funded by an increase in average deposits which have grown by $13 million since 2004. During the same period investments have fallen by $5 million as securities are allowed to run-off as they mature. The
proceeds from the maturing securities have been reinvested in higher yielding loans.

While deposits grew by $13 million during 2005, the underlying
changes in specific deposit categories behaved differently. Average demand and NOW deposits increased by $3 million and savings balances fell by $3 million. More significant variations were seen in money market balances, which fell by $17 million
and certificates of deposit, which rose by $29 million. The decline in money market deposits was not totally unexpected as these types of deposits typically grow as rates fall and decline as rising rates provide more attractive investment
opportunities. Some of this disintermediation effect is evident by the large increase in certificates of deposit. The net effect has been that the growth in deposits has been centered in higher yielding deposits which have a negative impact on the
Companys interest margin. However, overall the Company has been able to maintain a relatively low cost of funding as compared to its peers despite the change in deposit mix that occurred during 2005.

Average interest-bearing liabilities for 2005 were $205 million, an increase of 8.5% over 2004. Advances from the FHLB have begun to play a more significant role in
funding, increasing to $6 million from $3 million over the same period. The increase in FHLB borrowing has become necessary due to the funding need created by the rapid growth in loans. The $3.6 million in subordinated debentures issued in 2002
remain on the books as an alternative funding source. The issuance of subordinated debentures is described more fully in the Companys quarterly report on Form 10-QSB filed with the Securities Exchange Commission on August 14, 2002.

AVERAGE CONSOLIDATED BALANCE SHEETS

The following table sets forth certain information relating to the Companys average balance sheets and reflects the yield on average earning assets and cost of average interest-bearing liabilities for the years indicated. Such yields
and costs are derived by dividing interest income or expense by the average balance of assets or liabilities. The average balance sheet amounts for loans include balances for nonperforming loans.



15



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##### Table of Contents

|                                                       |  |                |         |   |               |      |   |                |   |         |               |  |      |                |  |   |               |   |  |      |  
|------------------------------------------------------ |  | -------------- | ------- | - | ------------- | ---- | - | -------------- | - | ------- | ------------- |  | ---- | -------------- |  | - | ------------- | - |  | ---- | -
|                                                       |  | 2005           |         |   | 2004          |      |   | 2003           |  
|                                                       |  | AverageBalance |         |   | Yield/Rate(%) |      |   | AverageBalance |   |         | Yield/Rate(%) |  |      | AverageBalance |  |   | Yield/Rate(%) |  
|Interest-earning assets:                               |  |                |         |   |               |      |   |                |   |         |               |  |      |                |  |   |               |   |  |      |  
|Federal funds sold                                     |  | $              | 2,734   |   |               | 2.76 | % |                | $ | 2,596   |               |  | 1.15 | %              |  | $ | 13,756        |   |  | 0.99 | %
|Taxable securities                                     |  |                | 26,959  |   |               | 3.37 | % |                |   | 33,367  |               |  | 3.09 | %              |  |   | 31,359        |   |  | 2.98 | %
|Tax-exempt securities                                  |  |                | 12,130  |   |               | 4.27 | % |                |   | 10,564  |               |  | 4.21 | %              |  |   | 10,201        |   |  | 4.32 | %
|Loans                                                  |  |                | 175,789 |   |               | 6.38 | % |                |   | 158,568 |               |  | 5.69 | %              |  |   | 140,452       |   |  | 6.10 | %
|Interest-bearing deposits                              |  |                | 4,151   |   |               | 3.09 | % |                |   | 5,139   |               |  | 1.38 | %              |  |   | 1,406         |   |  | 0.95 | %
|FHLB stock                                             |  |                | 10,496  |   |               | 4.37 | % |                |   | 9,886   |               |  | 7.62 | %              |  |   | 9,290         |   |  | 6.18 | %
|                                                       |  |                |         |   |               |     
|Total interest-earning assets                          |  | $              | 232,259 |   |               | 5.73 | % |                | $ | 220,120 |               |  | 5.16 | %              |  | $ | 206,464       |   |  | 5.17 | %
|                                                       |  |                |         |   |               |     
|Non-interest-earning assets:                           |  |                |         |   |               |      |   |                |   |         |               |  |      |                |  |   |               |   |  |      |  
|Cash and due from banks                                |  |                | 5,961   |   |               |      |   |                |   | 5,641   |               |  |      |                |  |   | 6,525         |   |  |      |  
|Premises and equipment                                 |  |                | 9,717   |   |               |      |   |                |   | 7,363   |               |  |      |                |  |   | 6,408         |   |  |      |  
|Allowance for loan losses                              |  |                | (1,269  | ) |               |      |   |                |   | (1,646  | )             |  |      |                |  |   | (1,671        | ) |  |      |  
|Other assets                                           |  |                | 6,878   |   |               |      |   |                |   | 3,496   |               |  |      |                |  |   | 4,337         |   |  |      |  
|                                                       |  |                |         |   |               |      |   |                |   |         |               |  |      |                |  |   |               |   |  |      |  
|Total non-interest-earning assets                      |  |                | 21,287  |   |               |      |   |                |   | 14,854  |               |  |      |                |  |   | 15,599        |   |  |      |  
|                                                       |  |                |         |   |               |      |   |                |   |         |               |  |      |                |  |   |               |   |  |      |  
|Total assets                                           |  | $              | 253,546 |   |               |      |   |                | $ | 234,974 |               |  |      |                |  | $ | 222,063       |   |  |      |  
|                                                       |  |                |         |   |               |      |   |                |   |         |               |  |      |                |  |   |               |   |  |      |  
|Interest-bearing liabilities:                          |  |                |         |   |               |      |   |                |   |         |               |  |      |                |  |   |               |   |  |      |  
|Deposits                                               |  |                |         |   |               |      |   |                |   |         |               |  |      |                |  |   |               |   |  |      |  
|NOW                                                    |  | $              | 34,166  |   |               | 0.41 | % |                | $ | 31,518  |               |  | 0.35 | %              |  | $ | 29,672        |   |  | 0.65 | %
|Savings                                                |  |                | 34,937  |   |               | 0.55 | % |                |   | 38,217  |               |  | 0.55 | %              |  |   | 41,774        |   |  | 0.90 | %
|Money market                                           |  |                | 57,620  |   |               | 1.69 | % |                |   | 74,216  |               |  | 1.44 | %              |  |   | 67,906        |   |  | 1.86 | %
|Time                                                   |  |                | 68,443  |   |               | 3.43 | % |                |   | 39.090  |               |  | 2.46 | %              |  |   | 37,622        |   |  | 2.72 | %
|FHLB advances                                          |  |                | 6,110   |   |               | 3.44 | % |                |   | 2,829   |               |  | 3.46 | %              |  |   | 2,000         |   |  | 3.75 | %
|Federal funds purchased and Repurchase agreements      |  |                | 675     |   |               | 3.25 | % |                |   | 17      |               |  | 1.82 | %              |  |   | 22            |   |  | 2.27 | %
|Subordinated debentures                                |  |                | 3,609   |   |               | 7.14 | % |                |   | 3,609   |               |  | 5.16 | %              |  |   | 3,609         |   |  | 4.88 | %
|                                                       |  |                |         |   |               |      |   |                |   |         |               |  |      |                |  |   |               |   |  |      |  
|Total interest-bearing Liabilities                     |  | $              | 205,451 |   |               | 2.01 | % |                | $ | 189,387 |               |  | 1.39 | %              |  | $ | 182,496       |   |  | 1.70 | %
|                                                       |  |                |         |   |               |      |   |                |   |         |               |  |      |                |  |   |               |   |  |      |  
|Non-interest-bearing liabilities:                      |  |                |         |   |               |      |   |                |   |         |               |  |      |                |  |   |               |   |  |      |  
|Demand deposits                                        |  |                | 28,271  |   |               |      |   |                |   | 28,378  |               |  |      |                |  |   | 24,435        |   |  |      |  
|Other liabilities                                      |  |                | 1,995   |   |               |      |   |                |   | 1,145   |               |  |      |                |  |   | 899           |   |  |      |  
|Stockholders equity                                   |  |                | 17,720  |   |               |      |   |                |   | 15,955  |               |  |      |                |  |   | 14,124        |   |  |      |  
|                                                       |  |                |         |   |               |      |   |                |   |         |               |  |      |                |  |   |               |   |  |      |  
|Total liability and Stockholders equity               |  | $              | 253,546 |   |               |      |   |                | $ | 234,974 |               |  |      |                |  | $ | 222,063       |   |  |      |  
|                                                       |  |                |         |   |               |      |   |                |   |         |               |  |      |                |  |   |               |   |  |      |  
|Net interest spread                                    |  |                |         |   |               | 3.72 | % |                |   |         |               |  | 3.77 | %              |  |   |               |   |  | 3.47 | %
|Net interest income to average interest-earning assets |  |                |         |   |               | 3.94 | % |                |   |         |               |  | 4.02 | %              |  |   |               |   |  | 3.75 | %
|                                                       |  |                |         |   |               |      |   |                |   |         |               |  |      |                |  |   |               |   |  |      |  



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##### Table of Contents

SECURITIES

The Companys securities portfolio can be divided into five categories of debt instruments, as shown below. The securities portfolio is managed to provide liquidity and earnings in various interest rate cycles.
The carrying value of these securities is detailed below.



|                                  |  |      |        |      |   |        |  |   |       
|--------------------------------- |  | ---- | ------ | ---- | - | ------ |  | - | ------
|                                  |  | 2005 |        | 2004 |   | 2003  
|U.S. Treasury Bills               |  | $    | 0      |      | $ | 0      |  | $ | 4,994 
|U.S. Government Agencies          |  |      | 9,338  |      |   | 11,995 |  |   | 16,144
|Mortgage-backed Securities        |  |      | 12,521 |      |   | 17,156 |  |   | 20,228
|States and Political Subdivisions |  |      | 15,507 |      |   | 10,309 |  |   | 11,728
|SBA Guaranteed Pool               |  |      | 972    |      |   | 1,250  |  |   | 1,498 
|                                  |  |      |        |      |   |        |  |   |       
|Total Investment Securities       |  | $    | 37,888 |      | $ | 40,710 |  | $ | 54,592
|                                  |  |      |        |      |   |        |  |   |       

The following table shows the weighted average yield for each security group by term to final maturity as of
December 31, 2005.



|                                   |  |                |       |       |      |   |             |   |        |  |      |              |  |       |       |  |              |   |       |   |        |  |      |  
|---------------------------------- |  | -------------- | ----- | ----- | ---- | - | ----------- | - | ------ |  | ---- | ------------ |  | ----- | ----- |  | ------------ | - | ----- | - | ------ |  | ---- | -
|Security Type                      |  | Lessthan 1year |       | Yield |      |   | 1 to 5years |   | Yield  |  |      | 5 to 10years |  | Yield |       |  | Over 10years |   | Yield |  
|U.S. Government Agencies           |  | $              | 1,980 |       | 3.02 | % |             | $ | 4,988  |  | 4.76 | %            |  | $     | 2,370 |  | 5.37         | % |       | $ | 0      |  | 0.0  | %
|Mortgage-Backed Securities         |  |                | 0     |       | 0.0  | % |             |   | 1,847  |  | 3.33 | %            |  |       | 1,543 |  | 3.26         | % |       |   | 9,131  |  | 3.21 | %
|States and Political Subdivisions1 |  |                | 693   |       | 3.62 | % |             |   | 3,851  |  | 5.28 | %            |  |       | 5,860 |  | 6.25         | % |       |   | 4,653  |  | 6.91 | %
|SBA Guaranteed Pool                |  |                | 0     |       | 0.0  | % |             |   | 0      |  | 0.0  | %            |  |       | 71    |  | 3.00         | % |       |   | 901    |  | 5.03 | %
|                                   |  |                |       |       |      |   |             |   |        |  |      |              |  |       |       |  |              |   |       |   |        |  |      |  
|Total Investment Securities        |  | $              | 2,673 |       | 3.18 | % |             | $ | 10,686 |  | 4.70 | %            |  | $     | 9,844 |  | 5.54         | % |       | $ | 14,685 |  | 4.50 | %
|                                   |  |                |       |       |      |   |             |   |        |  |      |              |  |       |       |  |              |   |       |   |        |  |      |  

---

|1 | Fully taxable equivalent
|- | ------------------------

At December 31, 2005, the
Company did not own any security of any one issuer where the aggregate carrying value of such securities exceeded 10 percent of the Companys stockholders equity, except for certain debt securities of the U.S. Government Agencies and
Corporations.



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##### Table of Contents

LOANS

Loans represent the principal source of revenue for the Company. Risk is controlled through loan portfolio diversification and the avoidance of credit concentrations. Loans are made primarily within the Companys
geographic market area. The loan portfolio is distributed among general business loans, commercial real estate, residential real estate, and consumer installment loans. The Company has no foreign loans, no highly leveraged transactions, and no
syndicated purchase participations.

The Companys loan portfolio by major category as of December 31 for each of the past five years is shown
below.



|                          |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------- | -
|                          |  | 2005 |         |   | 2004 |   |         | 2003 |  |   | 2002    |   |  | 2001 |        
|Real estate               |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Commercial                |  | $    | 83,744  |   |      | $ | 74,769  |      |  | $ | 65,514  |   |  | $    | 59,206  |   |  | $ | 46,638  |  
|Construction              |  |      | 23,020  |   |      |   | 9,580   |      |  |   | 10,530  |   |  |      | 7,295   |   |  |   | 9,284   |  
|Residential               |  |      | 23,007  |   |      |   | 24,962  |      |  |   | 17,799  |   |  |      | 10,964  |   |  |   | 16,208  |  
|Home Equity               |  |      | 35,413  |   |      |   | 28,790  |      |  |   | 28,612  |   |  |      | 29,261  |   |  |   | 24,087  |  
|                          |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total real estate         |  |      | 165,184 |   |      |   | 138,101 |      |  |   | 122,455 |   |  |      | 106,726 |   |  |   | 96,217  |  
|Commercial                |  |      | 26,334  |   |      |   | 26,309  |      |  |   | 25,988  |   |  |      | 35,839  |   |  |   | 32,551  |  
|Consumer                  |  |      | 2,576   |   |      |   | 1,991   |      |  |   | 2,239   |   |  |      | 2,470   |   |  |   | 3,425   |  
|                          |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total loans               |  |      | 194,094 |   |      |   | 166,401 |      |  |   | 150,679 |   |  |      | 145,035 |   |  |   | 132,193 |  
|Deferred loan costs, net  |  |      | (50     | ) |      |   | 22      |      |  |   | 34      |   |  |      | 29      |   |  |   | 13      |  
|Allowance for loan losses |  |      | (1,381  | ) |      |   | (1,367  | )    |  |   | (1,676  | ) |  |      | (1,757  | ) |  |   | (1,140  | )
|                          |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Loans, net                |  | $    | 192,663 |   |      | $ | 165,056 |      |  | $ | 149,037 |   |  | $    | 143,307 |   |  | $ | 131,066 |  
|                          |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  

LOAN MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES (IN $000)

The following table shows the amount of total loans outstanding as of December 31, 2005 which, based on remaining scheduled repayments of principal,
are due in the periods indicated.



|            |  |                |        |                               |   |                 |  |       |        |  |   |        
|----------- |  | -------------- | ------ | ----------------------------- | - | --------------- |  | ----- | ------ |  | - | -------
|            |  | Maturing      
|            |  | Withinone Year |        | After one butWithin Fiveyears |   | After fiveYears |  | Total
|Commercial  |  | $              | 18,432 |                               | $ | 7,546           |  | $     | 356    |  | $ | 26,334 
|Real Estate |  |                | 44,953 |                               |   | 108,691         |  |       | 11,538 |  |   | 165,182
|Consumer    |  |                | 1,084  |                               |   | 1,494           |  |       |       |  |   | 2,578  
|            |  |                |        |                               |   |                 |  |       |        |  |   |        
|Totals      |  | $              | 64,469 |                               | $ | 117,731         |  | $     | 11,894 |  | $ | 194,094
|            |  |                |        |                               |   |                 |  |       |        |  |   |        



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##### Table of Contents

Below is a schedule of the loan amounts maturing or repricing and are classified according to their sensitivity to
changes in interest rates.



|                                     |  |                      |         |               |   |        |  |   |        
|------------------------------------ |  | -------------------- | ------- | ------------- | - | ------ |  | - | -------
|                                     |  | Interest Sensitivity
|                                     |  | Fixed Rate           |         | Variable Rate |   | Total 
|Due within three months              |  | $                    | 3,928   |               | $ | 7,326  |  | $ | 11,254 
|Due after three months within 1 year |  |                      | 12,107  |               |   | 41,108 |  |   | 53,215 
|Due after one but within five years  |  |                      | 86,888  |               |   | 30,843 |  |   | 117,731
|Due after five years                 |  |                      | 3,287   |               |   | 8,607  |  |   | 11,894 
|                                     |  |                      |         |               |   |        |  |   |        
|Total                                |  | $                    | 106,210 |               | $ | 87,884 |  | $ | 194,094

DEPOSITS

The following table shows the maturity schedule for the Companys time deposits of $100,000 or more as of December 31, 2005 and December 31, 2004.



|                                 |  |      |        |      |   |       
|-------------------------------- |  | ---- | ------ | ---- | - | ------
|                                 |  | 2005 |        | 2004
|Three months or less             |  | $    | 9,072  |      | $ | 3,788 
|Three months through six months  |  |      | 8,271  |      |   | 2,444 
|Six months through twelve months |  |      | 5,390  |      |   | 5,725 
|Over twelve months               |  |      | 3,523  |      |   | 5,812 
|                                 |  |      |        |      |   |       
|                                 |  | $    | 26,256 |      | $ | 17,769
|                                 |  |      |        |      |   |       



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##### Table of Contents

CAPITAL

For the purposes of measuring capital adequacy, the federal banking regulators have set parameters around which to measure capital in relation to assets. Approvals of new activities, the amount of FDIC insurance
premiums, and general capital supervision are based on these ratios.

Managements continuing goal is to maintain Bank capital at well
capitalized levels under all three of the prompt corrective action regulatory capital measures.

The Company issued $3.6 million in variable-rate
subordinated debentures at the 3-month LIBOR plus 3.45%. As of December 31, 2005, $3.5 million of these proceeds qualified as Tier 1 capital.

The
transaction described above, in addition to retained earnings, allowed the Bank to be categorized as well capitalized under all three of the banking regulators prompt corrective action criteria at December 31, 2005 and 2004.

STOCKHOLDERS EQUITY

The
Companys stockholders equity increased $1,746,000, or 10.4%, from December 31, 2004 to December 31, 2005. Earnings of $2,031,000 were the primary source of this growth. This follows the trend form the previous period when the
Companys stockholders equity grew by 13.3% also due to earnings of $2,291,000 during 2004. The decline in earnings from 2004 to 2005, which is discussed in detail in the Results of Operations, was largely due to the costs associated with
the opening of the County Farm facility.

The accumulated other comprehensive income , net of deferred taxes, decreased $194,000 at December 31, 2005.
This decrease was primarily due to the continued increase in interest rates in 2005, which had a negative impact on securities market values. Dividends of approximately $136,000 representing $0.20 per share were paid to stockholders during 2005
representing an increase over 2004 total dividends of $130,000 and $0.19 per share.

Stockholders equity (book value) per share increased from $24.48
at December 31, 2004 to $27.03 per share at year-end 2005, a 10.4% increase. Over the period from December 31, 2003 to December 31, 2004 an increase in book value of 13.3% occurred. Book value as of December 2005 of $27.03 represents
an increase of 58.5% from December 2001s value of $17.05 per share.



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##### Table of Contents

RESULTS OF OPERATIONS

OVERVIEW

For the year ended
December 31, 2005, the Company earned $2,031,000 or $2.96 per diluted share, compared to $2,291,000 or $3.34 per share in 2004. This represents an 11.4% decrease in net income from 2004. Comparing 2004 results to the prior period shows an
increase in earnings of 17.8% or $0.51 per diluted share. Overall earnings have increased by more than double from 2001, resulting in earnings of $2.96 per share up from $1.97 per share. During this period the company has experienced an average
annual increase in earnings of 12.6% per year. The year 2005 marks the second time during this five year period that earnings experienced a period to period decline. While net earnings were down, net interest income of $9,322,000 represents an
increase of $470,000, or 5.3%. As in past years, net interest income

remains the driving force behind the Companys earnings. Looking back and
comparing 2005 net interest income to 2001 results shows an increase of 54.4%, or 13.6% on an average annual basis. With positive results provided by net interest income, the primary reason for the drop in earnings was the net effect of the expense
associated with the opening of the County Farm Facility which occurred in late March 2005.

SIGNIFICANT RATIOS

Following are a number of significant ratios and other information generally used to examine performance of banks and bank holding companies. The consolidated ratios
for the Company follow:



|                            |  |       |   |  |       |   |  |       |  
|--------------------------- |  | ----- | - |  | ----- | - |  | ----- | -
|                            |  | 2005  |   |  | 2004  |   |  | 2003  |  
|Return on average assets(1) |  | 0.78  | % |  | 0.98  | % |  | 0.85  | %
|Return on average equity(2) |  | 11.42 | % |  | 14.51 | % |  | 14.13 | %
|Net loan growth(3)          |  | 16.73 | % |  | 10.75 | % |  | 4.00  | %
|Deposit growth(3)           |  | 8.68  | % |  | 4.69  | % |  | 15.44 | %
|Net interest spread(4)      |  | 3.72  | % |  | 3.77  | % |  | 3.47  | %
|Efficiency ratio(5)         |  | 70.09 | % |  | 66.01 | % |  | 67.36 | %

---

|(1) | Net income divided by average total assets
|--- | ------------------------------------------

|(2) | Net income divided by average stockholders equity
|--- | --------------------------------------------------

|(3) | Based on 2005, 2004 and 2003 year-end totals
|--- | --------------------------------------------

|(4) | Yield on total average interest-earning assets minus the rate on total interest-bearing liabilities
|--- | ---------------------------------------------------------------------------------------------------

|(5) | Total noninterest expense divided by the sum of net interest income and noninterest income (excluding gains and losses on sales of securities and other real estate)
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

Explanations for increased earnings, as well as other significant changes in income and expense, are summarized below.

NET INTEREST INCOME

Net interest income,
the difference between total interest earned on earning assets and total interest expense on interest-bearing liabilities, is the Companys principal source of income. Net interest income is influenced by changes in the volume and yield on
earning assets as well as changes in the volume and rates paid on interest-bearing liabilities. The Company attempts to favorably impact net interest income through investment decisions and monitoring interest rates offered to customers, including
both loan and deposit products.

Net interest income in 2005 was $9.3 million, compared to $8.9 million in 2004, and $7.7 million in 2003. The
Companys net interest income expressed as a percentage of average interest-earning assets (net interest margin) was 3.94% in 2005 compared to 4.02% in 2004 and 3.75% in 2003. A $570,000 increase



21



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##### Table of Contents

in net interest income in 2005 resulted from favorable changes in interest-earning asset and interest-bearing liability volumes while the effect of rising
interest rates had a negative impact, reducing this amount by $100,000 resulting in the net change from 2004 of $470,000. The $1.1 million increase in 2004 from 2003 resulted from favorable changes in interest-earning asset and interest-bearing
liability volumes of $1.0 million and favorable rate variances of $74,000.

The following table allocates changes in interest income and interest expense
in 2005 compared to 2004 and in 2004 compared to 2003 between amounts attributable to changes in rate and changes in volume for the various categories of interest-earning assets and interest-bearing liabilities. The changes in interest income and
interest expense due to both volume and rate have been allocated proportionally.



|                                       |  |                       |       |   |                       |   |       |             |  |   |                  |   |  |                    |      |   |             |   |       |   |  |   |       |  
|-------------------------------------- |  | --------------------- | ----- | - | --------------------- | - | ----- | ----------- |  | - | ---------------- | - |  | ------------------ | ---- | - | ----------- | - | ----- | - |  | - | ----- | -
|                                       |  | 2005 Compared to 2004 |       |   | 2004 Compared to 2003 |  
|                                       |  | ChangeDue toRate      |       |   | ChangeDue toVolume    |   |       | TotalChange |  |   | ChangeDue toRate |   |  | ChangeDue toVolume |      |   | TotalChange |  
|Interest Earning Assets:               |  |                       |       |   |                       |   |       |             |  |   |                  |   |  |                    |      |   |             |   |       |   |  |   |       |  
|Federal Funds Sold                     |  | $                     | 43    |   |                       | $ | 2     |             |  | $ | 45               |   |  | $                  | 20   |   |             | $ | (126  | ) |  | $ | (106  | )
|Taxable securities                     |  |                       | 99    |   |                       |   | (214  | )           |  |   | (115             | ) |  |                    | 21   |   |             |   | 97    |   |  |   | 118   |  
|Tax exempt securities                  |  |                       | 6     |   |                       |   | 67    |             |  |   | 73               |   |  |                    | (10  | ) |             |   | 15    |   |  |   | 5     |  
|Loans receivable                       |  |                       | 1,171 |   |                       |   | 1,053 |             |  |   | 2,224            |   |  |                    | (556 | ) |             |   | 972   |   |  |   | 416   |  
|FHLB stock and other                   |  |                       | (216  | ) |                       |   | (20   | )           |  |   | (236             | ) |  |                    | 15   |   |             |   | 208   |   |  |   | 223   |  
|                                       |  |                       |       |   |                       |   |       |             |  |   |                  |   |  |                    |      |   |             |   |       |   |  |   |       |  
|Total interest-earning assets          |  |                       | 1,104 |   |                       |   | 887   |             |  |   | 1,991            |   |  |                    | (510 | ) |             |   | 1,166 |   |  |   | 656   |  
|                                       |  |                       |       |   |                       |  
|Interest-bearing liabilities           |  |                       |       |   |                       |   |       |             |  |   |                  |   |  |                    |      |   |             |   |       |   |  |   |       |  
|Deposits                               |  |                       | 1,149 |   |                       |   | 164   |             |  |   | 1,313            |   |  |                    | (592 | ) |             |   | 95    |   |  |   | (497  | )
|FHLB Advances and other borrowed funds |  |                       | (14   | ) |                       |   | 153   |             |  |   | 139              |   |  |                    | (9   | ) |             |   | 36    |   |  |   | 27    |  
|Subordinated Debentures                |  |                       | 69    |   |                       |   | 0     |             |  |   | 69               |   |  |                    | 17   |   |             |   | 0     |   |  |   | 17    |  
|                                       |  |                       |       |   |                       |   |       |             |  |   |                  |   |  |                    |      |   |             |   |       |   |  |   |       |  
|Total int.-bearing liabilities         |  |                       | 1,204 |   |                       |   | 317   |             |  |   | 1,521            |   |  |                    | (584 | ) |             |   | 131   |   |  |   | (453  | )
|                                       |  |                       |       |   |                       |  
|Change in net interest income          |  | $                     | (100  | ) |                       | $ | 570   |             |  | $ | 470              |   |  | $                  | 74   |   |             | $ | 1,035 |   |  | $ | 1,109 |  

Growth in average loans, the Companys highest yielding assets, was 10.1% in 2005. The yield on loans rose to
6.38% compared to 5.69% in 2004. This increase in yield reversed a three year trend of falling returns. The yield of 5.69% in 2004 represented a decline of 41 basis points from 2003s yield of 6.10%. The increase in loan yield is generally
reflective of the rise in general interest rates experienced in 2005. The yield on total earning assets was 5.73% in 2005 and 5.16% in 2004. Growth in average earning assets of 5.5% along with higher yields resulted in increased interest income of
$2.0 million, or 17.3%, over the previous year. This is a significant improvement over last years gain of 6.0% which followed declines in interest income in 2003 and 2002. As the Companys main source of revenue, the increase in interest
income has had a positive impact on 2005 earnings.

On the other hand, the steady rise in interest rates during 2005 had an adverse impact on interest
expense. At $4.2 million, interest expense increased by $1.5 million, or 57.5%, over 2004. Not only was this a significant increase but the results mark the reversal of the recent trend of declining interest expense over the past three years. As was
the case with interest income, generally rising interest rates were the primary factor in increasing interest expense. In addition, competitive forces along with funding requirements have caused a shift in the Companys deposit mix. During 2005
there has been significant increase in time deposits which at $68.4 million represent growth of $29.4 million, or 75.2%, from 2004. Some of this growth has come at the expense of money market balances which fell by $16.6 million, or 22.4%, over the



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same period. Some of this change has occurred as depositors seek to lock in higher rates as general rates have risen. The Company has also begun to more
aggressively market its time deposit products. While deposits grew by $12.5 million during 2005, this increase was insufficient to keep pace with loan growth which necessitated an increase in borrowed funds. The borrowed funds are represented as
FHLB advances on the balance sheet and at $6.1 million on average have increased by $3.3 million over 2004 borrowings. The cost of the borrowed funds at 3.44% represents a slight decrease from 2004 at 3.46%. The rate on the $3.6 million in
subordinated debentures is tied to the 3 month LIBOR rate and has increased from 4.88% in 2003 to 5.16% in 2004 and ending at 7.14% in 2005. The cost of total interest-bearing liabilities increased 62 basis points to 2.01% from 1.39% in 2005 after
having declined by 31 basis points from 1.70% in 2004. While the cost of funding liabilities has increased, at 2.01%, the Companys funding expense is within expected results.

The average national prime rate was approximately 6.19% in 2005 and 4.34% in 2004. During a year of continued interest rate increases, the Company saw its net interest spread fall to 3.72% in 2005 from 3.77% in 2004
after having risen by 30 basis points from 3.47% in 2003. Net interest spread is defined as the yield on total interest-earning assets minus the rate on total interest-bearing liabilities. The Company maintained the ratio of average earning assets
to average interest-bearing liabilities relatively stable for 2005, 2004 and 2003 respectively.

PROVISION FOR LOAN LOSSES

The provision for loan losses is determined by management through a quarterly evaluation of the adequacy of the allowance for loan losses. This evaluation
takes various factors into consideration. The provision is based on managements judgment of the amount necessary to maintain the allowance for loan losses at an adequate level for probable incurred credit losses. In determining the provision
for loan losses, management considers the Companys consistent loan growth and the amount of net charge-offs each year. Other factors, such as changes in the loan portfolio mix, delinquency trends, current economic conditions and trends,
reviews of larger loans and known problem credits and the results of independent loan review and regulatory examinations are also considered by management in assessing the adequacy of the allowance for loan losses.

The allowance for loan losses was $1.4 million, representing 0.71% of total loans, as of December 31, 2005, compared to an allowance of $1.4 million or 0.83% of
total loans at year-end 2004 and $1.6 million or 1.18% of total loans at year-end 2003.

One measurement used by management in assessing the risk inherent
in the loan portfolio is the level of nonperforming loans. Nonperforming loans are comprised of non-accrual loans and other loans 90 days or more past due. Nonperforming loans and other assets were as follows at year end.



23



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##### Table of Contents

NON-PERFORMING ASSETS



|                                                         |  |      |        |   |      |   |        |      |  |   |       |   |  |      |       |   |  |   |        |  
|-------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ----- | - |  | ---- | ----- | - |  | - | ------ | -
|                                                         |  | 2005 |        |   | 2004 |   |        | 2003 |  |   | 2002  |   |  | 2001 |      
|Non-accrual loans                                        |  | $    | 115    |   |      | $ | 21     |      |  | $ | 727   |   |  | $    | 2,925 |   |  | $ | 660    |  
|Other loans 90 days past due                             |  |      | 752    |   |      |   | 1,168  |      |  |   | 1,905 |   |  |      |      |   |  |   |       |  
|                                                         |  |      |        |   |      |   |        |      |  |   |       |   |  |      |       |   |  |   |        |  
|Total nonperforming loans                                |  |      | 867    |   |      |   | 1,189  |      |  |   | 2,632 |   |  |      | 2,925 |   |  |   | 660    |  
|Other real estate                                        |  |      |       |   |      |   |       |      |  |   | 711   |   |  |      | 82    |   |  |   |       |  
|                                                         |  |      |        |   |      |   |        |      |  |   |       |   |  |      |       |   |  |   |        |  
|Total nonperforming assets                               |  | $    | 867    |   |      | $ | 1,189  |      |  | $ | 3,343 |   |  | $    | 3,007 |   |  | $ | 660    |  
|                                                         |  |      |        |   |      |   |        |      |  |   |       |   |  |      |       |   |  |   |        |  
|Nonperforming loans to total loans                       |  |      | 0.45   | % |      |   | 0.72   | %    |  |   | 1.75  | % |  |      | 2.04  | % |  |   | 0.50   | %
|Allowance for loan losses To nonperforming loans         |  |      | 159.28 | % |      |   | 114.97 | %    |  |   | 63.68 | % |  |      | 60.07 | % |  |   | 172.72 | %
|Total nonperforming assets To total stockholders equity |  |      | 4.70   | % |      |   | 7.11   | %    |  |   | 22.66 | % |  |      | 23.07 | % |  |   | 5.69   | %
|Total nonperforming assets To total assets               |  |      | 0.32   | % |      |   | 0.50   | %    |  |   | 1.43  | % |  |      | 1.48  | % |  |   | 0.36   | %

The provision for loan losses in 2005 is higher than in previous years and is a reflection of the growth in total
loans. Levels of nonperforming loans are considered manageable at year end 2005. Total nonperforming loans as a percentage of total loans has fallen steadily over the past three years. From a high of 2.04% this ratio ended at 0.45% in 2005. Based on
its analysis of the loan portfolio risks discussed above, including historical loss experience and levels of nonperforming loans, management believes that the allowance for loan losses is adequate at December 31, 2005 to cover any potential
losses.

The Company experienced a significant increase in nonperforming and charged off loans in 2002. In part, this was due to deteriorating economic
conditions and the effect that has upon smaller businesses within the marketplace. The impact of the problems associated with these conditions carried over into 2003 and 2004 with $111,000 and $359,000 in net charge-offs respectively during those
years. Despite an additional $251,000 in net charge-offs during 2005, the charge-offs, as a percentage of total loans stands at 0.15% in 2005 down from a high of 0.66% in 2002. In response to the identified weaknesses in both process and customer
base, management formed a credit quality committee in 2002 charged with monitoring problem credits and directing their resolution. The committee has been successful in identifying existing problem credits. This committee meets on a monthly basis to
monitor troubled credits. The management of the Company is confident that any past problems which resulted from weaknesses in process have been identified and addressed.

To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates
and assumptions affect the amounts reported in the financial statements and the disclosures provided and future results could differ.

The allowance for
loan losses is particularly subject to change as it is a valuation allowance for probable incurred credit losses, increased by the provision for loan losses and decreased by charge-offs less recoveries. Management estimates the allowance balance
required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for
specific loans, but the entire allowance is available for any loan that, in managements judgment, should be charged-off. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is
confirmed.



24



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##### Table of Contents

A loan is impaired when full payment under the loan terms is not expected. Commercial and commercial real estate loans
are individually evaluated for impairment. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loans existing rate or at the fair value
of collateral if repayment is expected solely from the collateral. Large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans, may be collectively evaluated for impairment.

Assets acquired through or instead of loan foreclosure such as other real estate are initially recorded at fair value when acquired, establishing a new cost basis. If
fair value declines, a valuation allowance is recorded through expense. Costs after acquisition are expensed.

The following table details the component
changes in the Companys allowance for loan losses for each of the past five years:



|                                                                                     |  |                           |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|------------------------------------------------------------------------------------ |  | ------------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------- | -
|                                                                                     |  | Amount as of December 31, |        
|                                                                                     |  | 2005                      |         |   | 2004 |   |         | 2003 |  |   | 2002    |   |  | 2001 |        
|Total Loans at Year-end                                                              |  | $                         | 192,663 |   |      | $ | 165,056 |      |  | $ | 149,037 |   |  | $    | 143,307 |   |  | $ | 131,066 |  
|Average daily balances for loans for the year                                        |  |                           | 178,373 |   |      |   | 158,568 |      |  |   | 140,452 |   |  |      | 140,578 |   |  |   | 120,702 |  
|                                                                                     |  |                           |         |   |     
|Allowance for loan losses at beginning of period                                     |  | $                         | 1,367   |   |      | $ | 1,676   |      |  | $ | 1,757   |   |  | $    | 1,140   |   |  | $ | 1,033   |  
|                                                                                     |  |                           |         |   |     
|Loan charge-offs during the period                                                   |  |                           |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Commercial                                                                           |  |                           | (200    | ) |      |   | (365    | )    |  |   | (100    | ) |  |      | (860    | ) |  |   | (241    | )
|Real Estate                                                                          |  |                           | (53     | ) |      |   | (46     | )    |  |   | 0       |   |  |      | (55     | ) |  |   | 0       |  
|Consumer                                                                             |  |                           | (18     | ) |      |   | (73     | )    |  |   | (16     | ) |  |      | (19     | ) |  |   | (45     | )
|                                                                                     |  |                           |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total Charge-offs                                                                    |  |                           | (271    | ) |      |   | (484    | )    |  |   | (116    | ) |  |      | (934    | ) |  |   | (286    | )
|                                                                                     |  |                           |         |   |     
|Loan recoveries during the period                                                    |  |                           |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Commercial                                                                           |  |                           | 7       |   |      |   | 108     |      |  |   | 3       |   |  |      | 4       |   |  |   | 0       |  
|Real Estate                                                                          |  |                           | 0       |   |      |   | 0       |      |  |   | 0       |   |  |      | 0       |   |  |   | 0       |  
|Consumer                                                                             |  |                           | 13      |   |      |   | 17      |      |  |   | 2       |   |  |      | 3       |   |  |   | 0       |  
|                                                                                     |  |                           |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total recoveries                                                                     |  |                           | 20      |   |      |   | 125     |      |  |   | 5       |   |  |      | 7       |   |  |   | 0       |  
|                                                                                     |  |                           |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net recoveries (charge-offs)                                                         |  |                           | (251    | ) |      |   | (359    | )    |  |   | (111    | ) |  |      | (927    | ) |  |   | (286    | )
|                                                                                     |  |                           |         |   |     
|Provision charged to expense                                                         |  |                           | 265     |   |      |   | 50      |      |  |   | 30      |   |  |      | 1,544   |   |  |   | 393     |  
|                                                                                     |  |                           |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Allowance for loan losses at end of period                                           |  | $                         | 1,381   |   |      | $ | 1,367   |      |  | $ | 1,676   |   |  | $    | 1,757   |   |  | $ | 1,140   |  
|                                                                                     |  |                           |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Ratio of net recoveries/(charge-offs) during the period to average loans outstanding |  |                           | 0.14    | % |      |   | 0.23    | %    |  |   | 0.08    | % |  |      | 0.65    | % |  |   | 0.23    | %
|                                                                                     |  |                           |         |   |     
|Allowance for loan losses to loans outstanding at year- end                          |  |                           | 0.71    | % |      |   | 0.83    | %    |  |   | 1.18    | % |  |      | 1.23    | % |  |   | 0.87    | %



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##### Table of Contents

ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

Presented below is an analysis of the composition of the allowance for loan losses and percent of loans in each category to total loans:



|                                                                                        |  |        |       |         |       |   |        |      |         |  |       |        |  |         |       |  |       |  
|--------------------------------------------------------------------------------------- |  | ------ | ----- | ------- | ----- | - | ------ | ---- | ------- |  | ----- | ------ |  | ------- | ----- |  | ----- | -
|                                                                                        |  | 2005   |       |         | 2004  |   |        | 2003 |        
|                                                                                        |  | Amount |       | Percent |       |   | Amount |      | Percent |  |       | Amount |  | Percent |      
|Balance at December 31:                                                                 |  |        |       |         |       |   |        |      |         |  |       |        |  |         |       |  |       |  
|Commercial and industrial1                                                              |  | $      | 925   |         | 13.6  | % |        | $    | 1,066   |  | 21.6  | %      |  | $       | 959   |  | 24.2  | %
|Real estate mortgage2                                                                   |  |        | 371   |         | 85.1  |   |        |      | 200     |  | 77.2  |        |  |         | 322   |  | 74.3  |  
|Individuals loans for household and other personal expenditures, including other loans |  |        | 62    |         | 1.3   |   |        |      | 48      |  | 1.2   |        |  |         | 130   |  | 1.5   |  
|Unallocated                                                                             |  |        | 23    |         |       |   |        |      | 53      |  |       |        |  |         | 265   |  |       |  
|                                                                                        |  |        |       |         |       |   |        |      |         |  |       |        |  |         |       |  |       |  
|Totals                                                                                  |  | $      | 1,381 |         | 100.0 | % |        | $    | 1,367   |  | 100.0 | %      |  | $       | 1,676 |  | 100.0 | %
|                                                                                        |  |        |       |         |       |   |        |      |         |  |       |        |  |         |       |  |       |  

---

|(1) | Category also includes lease financing, loans to financial institutions, tax-exempt loans, agricultural production financing and other loans to farmers and construction real estate
loans.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Category includes for commercial and farmland and residential real estate loans.
|--- | --------------------------------------------------------------------------------

LOAN CONCENTRATION

At
December 31, 2005, the Company did not have any concentration of loans exceeding 10 percent of total loans which are otherwise not disclosed. Loan concentrations are considered to exist when there are amounts loaned to a multiple number of
borrowers engaged in similar activities which would cause them to be similarly impacted by economic or other conditions.

NONINTEREST INCOME

Noninterest income consists primarily of service charges on customer deposit accounts, mortgage loan origination fees,
and other service charges and fees. Total noninterest income for 2005 increased $128,000, or 10.7%, over the prior year. Noninterest income of $1,319,000 in 2005 represents 14.1% of revenues, net of interest expense, compared to 13.5% in 2004 and
17.4% in 2003. The increase in 2005 reverses the decline in noninterest income experienced in 2004 of $158,000 from the previous year. The majority of the improvement in income resulted from the income earned on bank owned life insurance (BOLI)
which was purchased in December 2004. Income earned in 2005 was $233,451 as compared to $6,288 in 2004, the initial year of purchase. Income generated by BOLI is exempt from federal taxes. Service charge income continued to decline ending at
$517,000 down from $537,000 in 2004 and $562,000 in 2003. The continued decline has been precipitated by the intensified competition and the prevalence of a tendency towards offering service charge free accounts within the Companys market.
Fees for originating mortgage loans for other investors were $218,000 in 2005, $243,000 in 2004 and $434,000 in 2003. The decline in origination fees inversely tracks the steady rise of interest rates over the same period which tends to have a
dampening impact on refinancing activity.



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##### Table of Contents

NONINTEREST EXPENSE

Noninterest expense consists of compensation, occupancy and equipment expense, data processing and other costs such as advertising and professional fees. Total noninterest expense of $7,458,000 in 2005 represents an
increase of $829,000, or 12.5%, over 2004. This increase comes on top of an increase of $507,000, or 8.3%, from 2003 to 2004. A major reason for the increase in noninterest expense during 2005 has been the costs associated with the opening of the
County Farm facility along with the operating costs thereafter. The facility opened in late March of 2005 and added an additional $618,000 in new expenses. This as well as other significant factors contributing to the expense increase are discussed
below.

Salaries and employee benefits, which represent the largest component of noninterest expense, were $4,154,000 and $3,723,000 in 2005 and 2004,
respectively. Of the $431,000 in additional expense, total salaries accounted for $350,000, or 81.2%, of the increase with increased group health insurance costs accounting for an additional $36,000, or 8.4%. The effect of County Farm on salaries
and employee benefits during 2005 was $281,000. The Company had 65 and 61 full-time equivalent employees at December 31, 2005 and 2004, respectively. Other factors affecting increased compensation costs in 2005 were inflation and merit pay
increases, recruitment expense, and rising health insurance costs.

Occupancy expense increased by $86,000, or 28.6%, in 2005 after increasing by $66,000
in 2004. This increase in 2005 again is attributable to County Farm which added an additional $90,000 in expense. Similarly, equipment expense was higher by $63,000, or 15.8%, again with County Farm adding an additional $65,000 in expense. In 2004
the increase was attributed to a 44.8% increase in Real Estate Taxes and expenses related to the Companys commercial office property located adjacent to the Bank at 346 Taft.

In other areas, data processing costs were $600,000 and $562,000 in 2005 and 2004, respectively. The increase in data processing reflects rising costs due to increased volume in deposit and loan accounts and also the
Companys continued commitment to keep pace with technology. The Companys core processing contract was renegotiated during 2005 for a seven year term and will result in some cost savings over the life of the agreement as well as provide
the Company with new services to improve efficiency and to provide a higher level of service delivery to its client base. The cost associated with consumer and business internet banking also is included in this expense category. Advertising and
marketing costs rose $145,000, or 54.1%, in 2005 after having remained relatively constant in 2004 rising by only $33,000, or 14.0%. The increased cost in 2005 is associated with advertising expenses for the County Farm grand opening as well as an
increased marketing effort designed to attract new deposits.

INCOME TAXES

Income tax expense decreased by $186,000, or 17.3%, in 2005 after decreasing by $78,000, or 7.8%, in 2004. Income tax expense was 30.4%, 32.3% and 34.2% of pre-tax income
in 2005, 2004 and 2003, respectively. The lower effective tax rate in 2005 is partially attributable to the tax-free earnings on the Companys BOLI investment.



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##### Table of Contents

ASSET/LIABILITY MANAGEMENT

The primary objectives of the Companys asset/liability management policies are to:



|a) | Manage and minimize interest rate risk;
|-- | ---------------------------------------



|b) | Manage the investment portfolio to maximize yield;
|-- | --------------------------------------------------



|c) | Assess and monitor general risks of operations; and
|-- | ---------------------------------------------------



|d) | Maintain adequate liquidity to meet the withdrawal requirements of depositors and the financing needs of borrowers.
|-- | -------------------------------------------------------------------------------------------------------------------

LIQUIDITY

The Companys primary
sources of funds are deposits, proceeds from principal and interest payments on loans, maturities of securities, federal funds sold, short-term investments, and advances from the Federal Home Loan Bank. While maturities and scheduled amortization of
loans and securities are generally predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions, and competition.

The Companys liquidity, represented by cash and cash equivalents, is generally a product of its operating, investing, and financing activities. Liquidity is
monitored frequently by management and quarterly by the asset/liability management/investment committee and Board of Directors. This monitoring includes a review of net non-core funding dependency, loans to deposits, and short-term investments to
total assets ratios, including trends in these ratios. Cash flows from general banking activities are reviewed for their ability to handle unusual liquidity needs. Management also reviews a liquidity/dependency report covering measurements of
liquidity ratio, net potential liabilities, and dependency ratios.

Management expects ongoing operating activities to continue to be a primary source of
cash flows for the Company. For example, cash flows from operating activities exceeded accrual basis net income by $773,000 in 2005 and by $818,000 in 2004. In addition, the Bank maintains open lines of credit for federal funds purchased, and
secured borrowing facilities at the Federal Home Loan Bank of Chicago, Marshall & Isley Bank (M&I), and US Bank. Management is confident that the Bank has adequate liquidity for normal banking activities.

A primary investing activity of the Company is the origination of loans. Loans made to customers, net of principal collections, were $27.9 million in 2005, $16.1 million
in 2004 and $5.7 million in 2003. The Companys strongest loan growth was in the commercial sector with the loans on real estate category increasing by $8.9 million along with construction lending which grew by $13.4 million. Total Consumer
Loans including residential mortgages and Home Equity grew by $5.2 million over the same period.

Deposits grew by $12.6 million, $9.5 million and by $29.5
million in 2005, 2004 and 2003, respectively. Despite intense competition for deposits from the many financial institutions in the Companys market area, the Company has been successful in attracting sufficient deposits to provide for the
majority of its funding needs. However, funding through retail deposits continues to grow more challenging as well as more expensive than in past years.

During 2005, the Company took out an additional $2.5 million in fixed rate advance with the Federal Home Loan Bank of Chicago bringing the total FHLB borrowings to $8.5 million. The advances were taken to provide for immediate funding needs
as well as for future loan growth.



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##### Table of Contents

DIVIDENDS

It has been a policy of the Company to pay only small to moderate dividends so as to retain earnings to support growth. Dividends for 2005 were $136,000 or 6.70% of net income. In 2004, dividends of $130,000
represented 5.67% of earnings. Dividends are paid quarterly.

CONTRACTUAL OBLIGATIONS

The following tables disclose contractual obligations and commercial commitments of the Company as of December 31, 2005:



|                                |  |      |       |      |   |       |  |      |       |      |   |               |  |       |     |  |   |       |  |   |       
|------------------------------- |  | ---- | ----- | ---- | - | ----- |  | ---- | ----- | ---- | - | ------------- |  | ----- | --- |  | - | ----- |  | - | ------
|                                |  | 2006 |       | 2007 |   | 2008  |  | 2009 |       | 2010 |   | 2011and after |  | Total
|Federal Home Loan Bank Advances |  | $    | 2,000 |      | $ | 2,000 |  | $    | 2,500 |      | $ | 2,000         |  |       |     |  |   |       |  | $ | 8,500 
|Subordinated debentures         |  |      |       |      |   |       |  |      |       |      |   |               |  |       |     |  |   | 3,609 |  |   | 3,609 
|Data Processing1,2              |  | $    | 487   |      |   | 504   |  |      | 523   |      |   | 541           |  |       | 561 |  |   | 1,183 |  |   | 3,799 
|Branch Facility Construction    |  | $    | 200   |      |   |       |  |      |       |      |   |               |  |       |     |  |   |       |  |   | 200   
|                                |  |      |       |      |   |       |  |      |       |      |   |               |  |       |     |  |   |       |  |   |       
|Total                           |  | $    | 2,687 |      | $ | 2,504 |  | $    | 3,023 |      | $ | 2,541         |  | $     | 561 |  | $ | 4,792 |  | $ | 16,108
|                                |  |      |       |      |   |       |  |      |       |      |   |               |  |       |     |  |   |       |  |   |       

---

|(1) | Estimated contract amount based on transaction volume. Actual expense was $500,000 and $484,000 in 2005 and 2004, respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------------

|(2) | Contract expires September 31, 2012.
|--- | ------------------------------------

The Companys purchase
obligations have no material impact on its cash flow or liquidity and, accordingly, have not been included in the above table.

FORWARD-LOOKING STATEMENTS

Community Financial Shares, Inc. (Company) from time to time includes forward-looking statements in its
oral and written communication. The Company may include forward-looking statements in filings with the Securities and Exchange Commission, such as this Form 10-K and Form 10-QS, in other written materials and in oral statements made by senior
management to analysts, investors, representatives of the media and others. The Company intends these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995, and the Company is including this statement for purposes of these safe harbor provisions. Forward-looking statements can often be identified by the use of words like estimate, project,
intend, anticipate, expect and similar expressions. These forward-looking statements include:



| |  |  | statements of the Companys goals, intentions and expectations;
| | - |  | ---------------------------------------------------------------



| |  |  | statements regarding the Companys business plan and growth strategies;
| | - |  | -----------------------------------------------------------------------



| |  |  | statements regarding the asset quality of the Companys loan and investment portfolios; and
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | estimates of the Companys risks and future costs and benefits.
| | - |  | ---------------------------------------------------------------



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These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other
things, the following important factors which could affect the actual outcome of future events;



| |  |  | fluctuations in market rates of interest and loan and deposit pricing, which could negatively affect the Companys net interest margin, asset valuations and expense
expectations;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | adverse changes in the economy, which might affect the Companys business prospects and could cause credit-related losses and expenses;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | competitive factors in the banking industry, such as the trends towards consolidation in the Companys market; and
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | changes in the banking legislation or the regulatory requirements of federal and state agencies applicable to bank holding companies and banks like the Companys affiliate
banks.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Because of these and other uncertainties, the Companys actual future results may be materially different from the results
indicated by these forward-looking statements. In addition, the Companys past results of operations do not necessarily indicate its future results.

CRITICAL ACCOUNTING POLICIES

Generally accepted accounting principles require management to apply significant judgment to
certain accounting, reporting and disclosure matters. Management must use assumptions and estimates to apply those principles where actual measurement is not possible or practical. For a complete discussion of the Companys significant
accounting policies, see the notes to the consolidated financial statements and discussion throughout this Annual Report. Below is a discussion of the Companys critical accounting policies. These policies are critical because they are highly
dependent upon subjective or complex judgments, assumptions and estimates. Changes in such estimates may have a significant impact on the Companys financial statements. Management has reviewed the application of these policies with the
Companys Audit Committee.

Allowance for Loan Losses. The allowance for loan losses represents managements estimate of probable losses
inherent in the Companys loan portfolio. In determining the appropriate amount of the allowance for loan losses, management makes numerous assumptions, estimates and assessments.

The Companys strategy for credit risk management include conservative credit policies and underwriting criteria for all loans, as well as an overall credit limit for each customer significantly below legal
lending limits. The strategy also emphasizes diversification on a geographic, industry and customer level, regular credit quality reviews and management reviews of large credit exposures and loans experiencing deterioration of credit quality.

Larger commercial loans that exhibit probable or observed credit weaknesses are subject to individual review. Where appropriate, reserves are allocated to
individual loans based on managements estimate of the borrowers ability to repay the loan given the availability of collateral, other sources of cash flow and legal options available to the Company. Included in the review of individual
loans are those that are impaired as provided in SFAS No. 114, Accounting by Creditors for Impairment of a Loan. Any allowances for impaired loans are measured based on the present value of expected future cash flows discounted at the
loans effective interest rate or fair value of the underlying collateral. The Company evaluates the collectibility of both principal and interest when assessing the need for a loss accrual.

Historical loss rates are applied to other commercial loans not subject to specific reserve allocations.



30



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##### Table of Contents

Homogenous loans, such as consumer installment and residential mortgage loans are not individually risk graded. Rather,
credit scoring systems are used to assess credit risks. Reserves are established for each pool of loans using loss rates based on a five year average net charge-off history by loan category.

Historical loss rates for commercial and consumer loans may be adjusted for significant factors that, in managements judgment, reflect the impact of any current
conditions on loss recognition. Factors which management considers in the analysis include the effects of the national and local economies, trends in the nature and volume of loans (delinquencies, charge-offs and nonaccrual loans,) changes in mix,
asset quality trends, risk management and loan administration, changes in the internal lending policies and credit standards, collection practices and examination results from bank regulatory agencies and the Companys internal loan review. An
unallocated reserve, primarily based on the factors noted above, is maintained to recognize the imprecision in estimating and measuring loss when evaluating reserves for individual loans or pools of loans. Allowances on individual loans and
historical loss rates are reviewed quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and charge-off experience.

The Companys primary market area for lending is the county of DuPage in northeastern Illinois. When evaluating the adequacy of allowance, consideration is given to this regional geographic concentration and the
closely associated effect changing economic conditions have on the Companys customers.

The Company has not substantively changed any aspect of its
overall approach in the determination of the allowance for loan losses. There have been no material changes in assumptions or estimation techniques as compared to prior periods that impacted the determination of the current period allowance.

Valuation of Securities. The Companys available-for-sale security portfolio is reported at fair value. The fair value of a security is
determined based on quoted market prices. If quoted market prices are not available, fair value is determined based on quoted prices of similar instruments. Available-for-sale and held-to-maturity securities are reviewed quarterly for possible
other-than-temporary impairment. The review includes an analysis of the facts and circumstances of each individual investment such as the length of time the fair value has been below cost, the expectation for that securitys performance, the
credit worthiness of the issuer and the Companys ability to hold the security to maturity. A decline in value that is considered to be other-than-temporary is recorded as a loss within other operating income in the consolidated statement of
income.

ACCOUNTING MATTERS

Shared-Based Payment

In December 2004, the FASB issued SFAS No. 123, Revised, Share-Based Payment (SFAS 123(R)),which
requires all companies to record compensation cost for stock options and other awards provided to employees in return for employee service. The cost of the options is measured at the fair value of the options when granted and is expensed over the
employee service period, which is normally the vesting period of the options granted. The Company adopted SFAS 123(R) on January 1, 2006. Future compensation cost and the impact on the Companys results of operation as a result of any
future option grants will depend on the level of any future option grants, the related vesting period, and the calculation of the fair value of the options granted as of the grant date. As such, the Company cannot currently estimate compensation
expense relating to future awards.

The adoption of SFAS No. 123(R) is not expected to have a significant impact on the Companys financial
condition or results of operations.



31



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##### Table of Contents

The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments

In January 2003, the Emerging Issues Task Force (EITF) began a project to provide additional guidance on when a market value decline on debt and marketable equity
securities should be considered other-than-temporary. Currently, declines in market value that are considered to be other-than-temporary require that a loss be recognized through the income statement. In March 2004, the FASB ratified the consensus
reached by the EITF in Issue 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments (EITF 03-1). EITF 03-1 provides guidance for determining when an investment is considered impaired, whether
impairment is other-than-temporary, and measurement of an impairment loss. In September 2004, the FASB issued a staff position (FSP 03-1-1) which delayed the effective date for the measurement and recognition guidance of EITF 03-1 due to
additional proposed guidance.

In June 2005, the FASB decided not to provide additional guidance on the meaning of other-than-temporary impairment, but
directed the FASB staff to issue a FASB Staff Position (FSP) titled FSP 115-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. The final FSP supersedes EITF 03-1 and EITF Topic No. D-44,
Recognition of Other-Than-Temporary Impairment Upon the Planned Sale of a Security Whose Cost Exceeds Fair Value. FSP FAS 115-1 replaces guidance in EITF 03-1 on loss recognition with references to existing other-than-temporary impairment
guidance, such as FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities (SFAS No. 115). FSP FAS 115-1 also clarifies that an investor should recognize an impairment loss no later than when
the impairment is deemed other-than-temporary, even if a decision to sell has not been made.

FSP FAS 115-1 was effective for other-than-temporary
impairment analysis conducted in periods beginning after September 15, 2005. The Company has consistently followed the loss recognition guidance in SFAS No. 115, so the adoption of FSP FAS 115-1 did not have a significant impact on the
Companys financial condition or results of operations.

Earnings Per Share

On September 30, 2005, the FASB issued a proposed amendment to SFAS No. 128, Earnings per Share, to clarify guidance for mandatorily convertible
instruments, the treasury stock method, contingently issuable shares, and contracts that may be settled in cash or shares. The primary impact on the Company of the proposed Statement would be a change to the treasury stock method for year-to-date
diluted earnings per share.



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##### Table of Contents

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

The Company monitors and manages risks associated with changes in interest rates and mismatched asset and deposit maturities. Significant changes in rates
can adversely affect net interest income, market value of securities, and the economic value of equity. Based on the Companys current simulation model, the following schedule indicates the estimated effects of an immediate upward rate shift of
100, 200 and 300 basis points as of December 31, 2005:



|                           |  |                               |   |  |                              |   |  |                              |  
|-------------------------- |  | ----------------------------- | - |  | ---------------------------- | - |  | ---------------------------- | -
|                           |  | 100 Basis Point Rate Shift Up |   |  | 200 Basis PointRate Shift Up |   |  | 300 Basis PointRate Shift Up |  
|Net interest income        |  | +2.9                          | % |  | +5.8                         | % |  | +8.7                         | %
|Market value of securities |  | -3.7                          | % |  | -7.1                         | % |  | -10.3                        | %

Based on the Companys current simulation model, the following schedule indicates the estimated effects of an
immediate downward rate shift of 100, 200, 300 basis points as of December 31, 2005:



|                           |  |                                 |   |  |                                |   |  |                               |  
|-------------------------- |  | ------------------------------- | - |  | ------------------------------ | - |  | ----------------------------- | -
|                           |  | 100 Basis Point Rate Shift Down |   |  | 200 Basis PointRate Shift Down |   |  | 300 Basis PointRate ShiftDown |  
|Net interest income        |  | 0.2                             | % |  | -2.4                           | % |  | -6.3                          | %
|Market value of securities |  | +3.8                            | % |  | +7.8                           | % |  | +12.1                         | %

All measures of interest rate risk are within policy guidelines



33



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##### Table of Contents

ITEM 8. FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Board of Directors

Community Financial Shares, Inc.

Glen Ellyn, Illinois

We have audited the accompanying consolidated balance sheets of Community Financial Shares, Inc. as of December 31, 2005 and 2004, and the related consolidated
statements of income, stockholders equity and cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of Community Financial Shares, Inc. as of December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended
December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

/s/
BKD, LLP

Indianapolis, Indiana

February 17, 2006



34



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##### Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

CONSOLIDATED BALANCE SHEETS

December 31, 2005 and 2004

(Dollars in thousands)



|                                                                                                   |  |      |         |   |      |   |        
|-------------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | -------
|                                                                                                   |  | 2005 |         |   | 2004
|ASSETS                                                                                             |  |      |         |   |      |   |        
|                                                                                                   |  |     
|Cash and due from banks                                                                            |  | $    | 7,494   |   |      | $ | 5,354  
|Interest bearing deposits                                                                          |  |      | 300     |   |      |   | 2,655  
|Federal funds sold                                                                                 |  |      |        |   |      |   | 500    
|                                                                                                   |  |      |         |   |      |   |        
|Cash and cash equivalents                                                                          |  |      | 7,794   |   |      |   | 8,509  
|                                                                                                   |  |     
|Securities available for sale                                                                      |  |      | 37,888  |   |      |   | 40,710 
|Loans, less allowance for loan losses of $1,381 and $1,367                                         |  |      | 192,663 |   |      |   | 165,056
|Federal Home Loan Bank stock                                                                       |  |      | 10,742  |   |      |   | 10,232 
|Premises and equipment, net                                                                        |  |      | 11,559  |   |      |   | 8,232  
|Cash value of life insurance                                                                       |  |      | 5,240   |   |      |   | 5,006  
|Interest receivable and other assets                                                               |  |      | 1,643   |   |      |   | 1,650  
|                                                                                                   |  |      |         |   |      |   |        
|Total assets                                                                                       |  | $    | 267,529 |   |      | $ | 239,395
|                                                                                                   |  |      |         |   |      |   |        
|LIABILITIES AND STOCKHOLDERS EQUITY                                                               |  |      |         |   |      |   |        
|                                                                                                   |  |     
|Deposits                                                                                           |  | $    | 229,704 |   |      | $ | 211,373
|Federal Home Loan Bank advances                                                                    |  |      | 8,500   |   |      |   | 6,000  
|Federal funds purchased                                                                            |  |      | 5,000   |   |      |   |       
|Subordinated debentures                                                                            |  |      | 3,609   |   |      |   | 3,609  
|Interest payable and other liabilities                                                             |  |      | 2,247   |   |      |   | 1,690  
|                                                                                                   |  |      |         |   |      |   |        
|Total liabilities                                                                                  |  |      | 249,060 |   |      |   | 222,672
|                                                                                                   |  |     
|Stockholders equity                                                                               |  |      |         |   |      |   |        
|Common stock - no par value, 900,000 shares authorized; 685,539 and 683,069 issued and outstanding |  |      |        |   |      |   |       
|Paid-in capital                                                                                    |  |      | 8,148   |   |      |   | 8,103  
|Retained earnings                                                                                  |  |      | 10,402  |   |      |   | 8,507  
|Accumulated other comprehensive income (loss)                                                      |  |      | (81     | ) |      |   | 113    
|                                                                                                   |  |      |         |   |      |   |        
|Total stockholders equity                                                                         |  |      | 18,469  |   |      |   | 16,723 
|                                                                                                   |  |      |         |   |      |   |        
|Total liabilities and stockholders equity                                                         |  | $    | 267,529 |   |      | $ | 239,395
|                                                                                                   |  |      |         |   |      |   |        



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COMMUNITY FINANCIAL SHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

Years ended December 31, 2005, 2004 and 2003

(Dollars in thousands, except per share data)



|                                                         |  |      |        |      |   |        |  |   |       
|-------------------------------------------------------- |  | ---- | ------ | ---- | - | ------ |  | - | ------
|                                                         |  | 2005 |        | 2004 |   | 2003  
|Interest income                                          |  |      |        |      |   |        |  |   |       
|Loans                                                    |  | $    | 11,394 |      | $ | 9,170  |  | $ | 8,754 
|Securities                                               |  |      |        |      |   |        |  |   |       
|Taxable                                                  |  |      | 930    |      |   | 1,045  |  |   | 933   
|Exempt from federal income tax                           |  |      | 518    |      |   | 445    |  |   | 440   
|Federal funds sold                                       |  |      | 75     |      |   | 30     |  |   | 136   
|Federal Home Loan Bank dividends and other               |  |      | 574    |      |   | 810    |  |   | 587   
|                                                         |  |      |        |      |   |        |  |   |       
|Total interest income                                    |  |      | 13,491 |      |   | 11,500 |  |   | 10,850
|                                                         |  |      |        |      |   |        |  |   |       
|Interest expense                                         |  |      |        |      |   |        |  |   |       
|Deposits                                                 |  |      | 3,658  |      |   | 2,345  |  |   | 2,842 
|Federal Home Loan Bank advances and other borrowed funds |  |      | 261    |      |   | 122    |  |   | 95    
|Subordinated debentures                                  |  |      | 250    |      |   | 181    |  |   | 170   
|                                                         |  |      |        |      |   |        |  |   |       
|Total interest expense                                   |  |      | 4,169  |      |   | 2,648  |  |   | 3,107 
|                                                         |  |      |        |      |   |        |  |   |       
|Net interest income                                      |  |      | 9,322  |      |   | 8,852  |  |   | 7,743 
|                                                         |  |      |       
|Provision for loan losses                                |  |      | 265    |      |   | 50     |  |   | 30    
|                                                         |  |      |        |      |   |        |  |   |       
|Net interest income after provision for loan losses      |  |      | 9,057  |      |   | 8,802  |  |   | 7,713 
|                                                         |  |      |        |      |   |        |  |   |       
|Noninterest income                                       |  |      |        |      |   |        |  |   |       
|Service charges on deposit accounts                      |  |      | 517    |      |   | 537    |  |   | 562   
|Mortgage origination fees                                |  |      | 218    |      |   | 243    |  |   | 434   
|Other service charges and fees                           |  |      | 583    |      |   | 378    |  |   | 353   
|Gain on sale of fixed assets                             |  |      | 1      |      |   |       |  |   |      
|Gain on sale of securities                               |  |      |       |      |   | 33     |  |   |      
|                                                         |  |      |        |      |   |        |  |   |       
|Total noninterest income                                 |  |      | 1,319  |      |   | 1,191  |  |   | 1,349 
|                                                         |  |      |        |      |   |        |  |   |       
|Noninterest expense                                      |  |      |        |      |   |        |  |   |       
|Salaries and employee benefits                           |  |      | 4,154  |      |   | 3,723  |  |   | 3,465 
|Net occupancy expense                                    |  |      | 387    |      |   | 301    |  |   | 235   
|Equipment expense                                        |  |      | 461    |      |   | 398    |  |   | 383   
|Data processing                                          |  |      | 600    |      |   | 562    |  |   | 480   
|Advertising and marketing                                |  |      | 413    |      |   | 268    |  |   | 235   
|Professional fees                                        |  |      | 335    |      |   | 310    |  |   | 350   
|Other operating expenses                                 |  |      | 1,108  |      |   | 1,067  |  |   | 974   
|                                                         |  |      |        |      |   |        |  |   |       
|Total noninterest expense                                |  |      | 7,458  |      |   | 6,629  |  |   | 6,122 
|                                                         |  |      |        |      |   |        |  |   |       
|Income before income taxes                               |  |      | 2,918  |      |   | 3,364  |  |   | 2,940 
|                                                         |  |      |       
|Income tax expense                                       |  |      | 887    |      |   | 1,073  |  |   | 995   
|                                                         |  |      |        |      |   |        |  |   |       
|Net income                                               |  | $    | 2,031  |      | $ | 2,291  |  | $ | 1,945 
|                                                         |  |      |        |      |   |        |  |   |       
|Earnings per share                                       |  |      |        |      |   |        |  |   |       
|Basic                                                    |  | $    | 2.97   |      | $ | 3.36   |  | $ | 2.85  
|Diluted                                                  |  |      | 2.96   |      |   | 3.34   |  |   | 2.83  



36



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##### Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

Years ended December 31,
2005, 2004 and 2003

(Dollars in thousands, except share data)



|                                                                               |  |                      |   |  |                |       |   |                  |   |        |                                            |  |   |                          |   |  |   |        |  
|------------------------------------------------------------------------------ |  | -------------------- | - |  | -------------- | ----- | - | ---------------- | - | ------ | ------------------------------------------ |  | - | ------------------------ | - |  | - | ------ | -
|                                                                               |  | NumberOfCommonShares |   |  | Paid-inCapital |       |   | RetainedEarnings |   |        | AccumulatedOtherComprehensiveIncome (Loss) |  |   | TotalStockholdersEquity |  
|Balance at January 1, 2003                                                     |  | 680,923              |   |  | $              | 8,113 |   |                  | $ | 4,496  |                                            |  | $ | 427                      |   |  | $ | 13,036 |  
|Comprehensive income                                                           |  |                      |   |  |                |       |   |                  |   |        |                                            |  |   |                          |   |  |   |        |  
|Net income                                                                     |  |                     |   |  |                |      |   |                  |   | 1,945  |                                            |  |   |                         |   |  |   | 1,945  |  
|Change in unrealized gain on securities available for sale, net of tax of $94  |  |                     |   |  |                |      |   |                  |   |       |                                            |  |   | (149                     | ) |  |   | (149   | )
|                                                                               |  |                      |   |  |                |       |   |                  |   |        |                                            |  |   |                          |   |  |   |        |  
|Total comprehensive income                                                     |  |                      |   |  |                |       |   |                  |   |        |                                            |  |   |                          |   |  |   | 1,796  |  
|                                                                               |  |                      |   |  |               
|Cash dividends ($.14 per share)                                                |  |                     |   |  |                |      |   |                  |   | (95    | )                                          |  |   |                         |   |  |   | (95    | )
|Purchase of stock                                                              |  | (344                 | ) |  |                | (13   | ) |                  |   |        |                                            |  |   |                         |   |  |   | (13    | )
|Exercise of stock options, net of tax                                          |  | 2,225                |   |  |                | 31    |   |                  |   |       |                                            |  |   |                         |   |  |   | 31     |  
|                                                                               |  |                      |   |  |                |       |   |                  |   |        |                                            |  |   |                          |   |  |   |        |  
|Balance at December 31, 2003                                                   |  | 682,804              |   |  |                | 8,131 |   |                  |   | 6,346  |                                            |  |   | 278                      |   |  |   | 14,755 |  
|                                                                               |  |                      |   |  |               
|Comprehensive income                                                           |  |                      |   |  |                |       |   |                  |   |        |                                            |  |   |                          |   |  |   |        |  
|Net income                                                                     |  |                     |   |  |                |      |   |                  |   | 2,291  |                                            |  |   |                         |   |  |   | 2,291  |  
|Change in unrealized gain on securities available for sale, net of tax of $105 |  |                     |   |  |                |      |   |                  |   |       |                                            |  |   | (165                     | ) |  |   | (165   | )
|                                                                               |  |                      |   |  |                |       |   |                  |   |        |                                            |  |   |                          |   |  |   |        |  
|Total comprehensive income                                                     |  |                      |   |  |                |       |   |                  |   |        |                                            |  |   |                          |   |  |   | 2,126  |  
|                                                                               |  |                      |   |  |               
|Cash dividends ($.19 per share)                                                |  |                     |   |  |                |      |   |                  |   | (130   | )                                          |  |   |                         |   |  |   | (130   | )
|Purchase of stock                                                              |  | (1,230               | ) |  |                | (48   | ) |                  |   |       |                                            |  |   |                         |   |  |   | (48    | )
|Exercise of stock options, net of tax                                          |  | 1,495                |   |  |                | 20    |   |                  |   |       |                                            |  |   |                         |   |  |   | 20     |  
|                                                                               |  |                      |   |  |                |       |   |                  |   |        |                                            |  |   |                          |   |  |   |        |  
|Balance at December 31, 2004                                                   |  | 683,069              |   |  |                | 8,103 |   |                  |   | 8,507  |                                            |  |   | 113                      |   |  |   | 16,723 |  
|                                                                               |  |                      |   |  |               
|Comprehensive income                                                           |  |                      |   |  |                |       |   |                  |   |        |                                            |  |   |                          |   |  |   |        |  
|Net income                                                                     |  |                     |   |  |                |      |   |                  |   | 2,031  |                                            |  |   |                         |   |  |   | 2,031  |  
|Change in unrealized gain on securities available for sale, net of tax of $123 |  |                     |   |  |                |      |   |                  |   |       |                                            |  |   | (194                     | ) |  |   | (194   | )
|                                                                               |  |                      |   |  |                |       |   |                  |   |        |                                            |  |   |                          |   |  |   |        |  
|Total comprehensive income                                                     |  |                      |   |  |                |       |   |                  |   |        |                                            |  |   |                          |   |  |   | 1,837  |  
|                                                                               |  |                      |   |  |               
|Cash dividends ($.20 per share)                                                |  |                      |   |  |                |       |   |                  |   | (136   | )                                          |  |   |                          |   |  |   | (136   | )
|Exercise of stock options, net of tax                                          |  | 2,470                |   |  |                | 45    |   |                  |   |       |                                            |  |   |                         |   |  |   | 45     |  
|                                                                               |  |                      |   |  |                |       |   |                  |   |        |                                            |  |   |                          |   |  |   |        |  
|Balance at December 31, 2005                                                   |  | 685,539              |   |  | $              | 8,148 |   |                  | $ | 10,402 |                                            |  | $ | (81                      | ) |  | $ | 18,469 |  
|                                                                               |  |                      |   |  |                |       |   |                  |   |        |                                            |  |   |                          |   |  |   |        |  



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COMMUNITY FINANCIAL SHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 2005, 2004 and 2003

(Dollars in thousands)



|                                                                                 |  |      |         |   |      |   |         |      |  |   |         |  
|-------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                 |  | 2005 |         |   | 2004 |   |         | 2003 | 
|Cash flows from operating activities                                             |  |      |         |   |      |   |         |      |  |   |         |  
|Net income                                                                       |  | $    | 2,031   |   |      | $ | 2,291   |      |  | $ | 1,945   |  
|Adjustments to reconcile net income to net cash provided by operating activities |  |      |         |   |      |   |         |      |  |   |         |  
|Amortization on securities, net                                                  |  |      | 181     |   |      |   | 307     |      |  |   | 252     |  
|Federal Home Loan Bank stock dividends                                           |  |      | (510    | ) |      |   | (599    | )    |  |   | (709    | )
|Depreciation                                                                     |  |      | 382     |   |      |   | 300     |      |  |   | 317     |  
|Provision for loan losses                                                        |  |      | 265     |   |      |   | 50      |      |  |   | 30      |  
|Gain on sale of securities                                                       |  |      |        |   |      |   | (33     | )    |  |   |        |  
|Gain on sale of other real estate owned                                          |  |      |        |   |      |   | (72     | )    |  |   | (14     | )
|Deferred income taxes                                                            |  |      | 167     |   |      |   | 384     |      |  |   | 106     |  
|Change in cash value of life insurance                                           |  |      | (234    | ) |      |   |        |      |  |   |        |  
|Change in interest receivable and other assets                                   |  |      | 7       |   |      |   | (32     | )    |  |   | (739    | )
|Change in interest payable and other liabilities                                 |  |      | 515     |   |      |   | 513     |      |  |   | 449     |  
|                                                                                 |  |      |         |   |      |   |         |      |  |   |         |  
|Net cash provided by operating activities                                        |  |      | 2,804   |   |      |   | 3,109   |      |  |   | 1,637   |  
|                                                                                 |  |      |         |   |      |   |         |      |  |   |         |  
|Cash flows from investing activities                                             |  |      |         |   |      |   |         |      |  |   |         |  
|Purchases of securities available for sale                                       |  |      | (5,118  | ) |      |   | (8,712  | )    |  |   | (46,871 | )
|Maturities and calls of securities available for sale                            |  |      | 7,440   |   |      |   | 16,522  |      |  |   | 17,387  |  
|Proceeds from sales of securities available for sale                             |  |      |         |   |      |   | 5,530   |      |  |   |        |  
|Net increase in loans                                                            |  |      | (27,872 | ) |      |   | (16,069 | )    |  |   | (5,760  | )
|Purchase of life insurance                                                       |  |      |        |   |      |   | (5,006  | )    |  |   |        |  
|Proceeds from sales of other real estate owned                                   |  |      |        |   |      |   | 360     |      |  |   |        |  
|Premises and equipment expenditures, net                                         |  |      | (3,709  | ) |      |   | (1,488  | )    |  |   | (1,627  | )
|                                                                                 |  |      |         |   |      |   |         |      |  |   |         |  
|Net cash used in investing activities                                            |  |      | (29,259 | ) |      |   | (8,863  | )    |  |   | (36,871 | )
|                                                                                 |  |      |         |   |      |   |         |      |  |   |         |  
|Cash flows from financing activities                                             |  |      |         |   |      |   |         |      |  |   |         |  
|Change in                                                                        |  |      |         |   |      |   |         |      |  |   |         |  
|Non-interest bearing and interest bearing demand deposits and savings            |  |      | (24,441 | ) |      |   | (3,859  | )    |  |   | 30,967  |  
|Certificates and other time deposits                                             |  |      | 42,772  |   |      |   | 2,454   |      |  |   | (2,503  | )
|Short-term borrowings                                                            |  |      | 5,000   |   |      |   | (125    | )    |  |   |        |  
|Proceeds from Federal Home Loan Bank advances                                    |  |      | 2,500   |   |      |   | 6,000   |      |  |   |        |  
|Repayment of FHLB advances                                                       |  |      |        |   |      |   | (2,000  | )    |  |   |        |  
|Purchase of stock                                                                |  |      |        |   |      |   | (48     | )    |  |   | (13     | )
|Exercise of stock options                                                        |  |      | 45      |   |      |   | 20      |      |  |   | 31      |  
|Dividends paid                                                                   |  |      | (136    | ) |      |   | (130    | )    |  |   | (95     | )
|                                                                                 |  |      |         |   |      |   |         |      |  |   |         |  
|Net cash provided by financing activities                                        |  |      | 25,740  |   |      |   | 2,312   |      |  |   | 28,387  |  
|                                                                                 |  |      |         |   |      |   |         |      |  |   |         |  
|Net change in cash and cash equivalents                                          |  |      | (715    | ) |      |   | (3,442  | )    |  |   | (6,847  | )
|                                                                                 |  |      |        
|Cash and cash equivalents at beginning of year                                   |  |      | 8,509   |   |      |   | 11,951  |      |  |   | 18,798  |  
|                                                                                 |  |      |         |   |      |   |         |      |  |   |         |  
|Cash and cash equivalents at end of year                                         |  | $    | 7,794   |   |      | $ | 8,509   |      |  | $ | 11,951  |  
|                                                                                 |  |      |         |   |      |   |         |      |  |   |         |  
|Supplemental disclosures                                                         |  |      |         |   |      |   |         |      |  |   |         |  
|Interest paid                                                                    |  | $    | 3,977   |   |      | $ | 2,637   |      |  | $ | 3,153   |  
|Income taxes paid                                                                |  |      | 396     |   |      |   | 697     |      |  |   | 620     |  



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NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Principles of Consolidation: The consolidated financial statements include Community Financial Shares, Inc. (the Holding Company) and its
wholly owned subsidiary, Community Bank - Wheaton/Glen Ellyn (the Bank) together referred to herein as the Company.

The Bank was chartered by the Illinois
Commissioner of Banks and Real Estate in 1994. The Bank provides a range of banking and financial services through its operation as a commercial bank with offices located in Wheaton and Glen Ellyn, Illinois. The Banks primary activities
include deposit services and commercial and retail lending. Interest income is also earned on investments in debt securities, Federal Home Loan Bank stock, federal funds sold, and short-term investments.

Significant intercompany transactions and balances have been eliminated in consolidation.

Internal financial information is reported and aggregated as one line of business.

Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes
estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and future results could differ. The allowance for loan losses and fair
values of financial instruments are particularly subject to change.

Securities: Securities are classified as available for sale because they might
be sold before maturity. Securities available for sale are carried at fair value. Unrealized holding gains and losses on securities available for sale are reported in other comprehensive income. Gains and losses on the sale of securities available
for sale are determined using the specific identification method. Premiums and discounts are recognized in interest income using the interest method over the period to maturity. Federal Home Loan Bank stock is carried at cost.

Loans and Loan Income: Loans are stated net of the allowance for loan losses and deferred origination fees and costs. Interest on loans is accrued over the term
of the loan based on the amount of principal outstanding. Loan origination fees and costs are amortized over the loan term as a yield adjustment. When serious doubt exists as to the collectibility of a loan, the accrual of interest is discontinued,
typically when the loan is impaired or when payments are past due over 90 days (180 days for residential mortgages). Payments received on such loans are reported as principal reductions. Loans are returned to accrual status when all the principal
and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Loan Losses: The allowance for
loan losses is a valuation allowance for probable incurred credit losses, increased by the provision for loan losses and decreased by charge-offs less recoveries. Management estimates the allowance balance required using past loan loss experience,
the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is
available for any loan that, in managements judgment, should be charged-off. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed.

A loan is impaired when full payment under the loan terms is not expected. Commercial and commercial real estate loans are individually evaluated for impairment. If a
loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely
from the collateral.



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Large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans, are collectively evaluated for impairment, and
accordingly, they are not separately identified for impairment disclosures.

Foreclosed Assets: Assets acquired through or instead of loan
foreclosure are initially recorded at fair value when acquired, establishing a new cost basis. If fair value declines, a valuation allowance is recorded through expense. Costs after acquisition are expensed.

Premises and Equipment: Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Buildings and related components are
depreciated using the straight-line method with useful lives ranging from 10 to 50 years. Furniture, fixtures, and equipment are depreciated using the straight-line (or accelerated) method with useful lives ranging from 3 to 10 years.

Long-Term Assets: Premises and equipment and other long-term assets are reviewed for impairment when events indicate that their carrying amount may not be
recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.

Stock Compensation: Employee
compensation expense under stock options is reported using the intrinsic value method. No stock-based compensation cost is reflected in net income, as all options granted had an exercise price equal to or greater than the market price of the
underlying common stock at date of grant. The effect on net income and earnings per share if expense was measured using the fair value recognition provisions of the Financial Accounting Standards Board (FASB) Statement No. 123, Accounting
for Stock-Based Compensation, was not material in 2005, 2004 or 2003.

In December 2004, the FASB issued SFAS No. 123, Revised,
Share-Based Payment (SFAS 123(R)), which requires all public companies to record compensation cost for stock options and other awards provided to employees in return for employee service. The cost of the options is measured at the fair value
of the options when granted and is expensed over the employee service period, which is normally the vesting period of the options granted. The Company adopted SFAS 123(R) on January 1, 2006. Future compensation cost and the impact on the
Companys results of operation as a result of any future option grants will depend on the level of any future option grants, the related vesting period, and the calculation of the fair value of the options granted as of the grant date. As such,
the Company cannot currently estimate compensation expense relating to future awards.

The adoption of SFAS No. 123(R) is not expected to have a
significant impact on the Companys financial condition or results of operations

Income Taxes: Income tax expense is the total of the current
year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets
and liabilities, computed using enacted tax rates.

Off-Balance-Sheet Financial Instruments: Financial instruments include off-balance-sheet credit
instruments, such as commitments to make loans and standby letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such
financial instruments are recorded when they are funded.

Statement of Cash Flows: For purposes of reporting cash flows, cash and cash equivalents
include cash on hand, amounts due from banks, and federal funds sold. Most federal funds are sold for one-day periods. Net cash flows are reported for customer loan and deposit transactions.

Earnings Per Share: Basic earnings per share is net income divided by the weighted average number of shares outstanding during the year. Diluted earnings per
share includes the dilutive effect of additional potential shares issuable under stock options.



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Comprehensive Income: Comprehensive income consists of net income and other comprehensive income. Other
comprehensive income includes unrealized gains and losses on securities available for sale, which are also recognized as a separate component of equity.

Dividend Restriction: Banking regulations require maintaining certain capital levels and may limit the dividends paid by the Bank to the Holding Company or by the Holding Company to the stockholders. These restrictions pose no
practical limit on the ability of the Bank or the Holding Company to pay dividends at historical levels.

Fair Value of Financial Instruments: Fair
values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest
rates, credit risk, prepayments, and other factors, especially in the absence of active markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

Reclassifications: Some items in the prior year financial statements have been reclassified to conform with the current year presentation.

NOTE 2 - CASH AND CASH EQUIVALENTS

The Company considers all liquid
investments with original maturities of three months or less to be cash equivalents.

Cash on hand or on deposit with the Federal Reserve Bank of
$2,521,000 was required to meet regulatory reserve and clearing requirements at year-end 2005.

NOTE 3 - SECURITIES AVAILABLE FOR SALE

The fair value of securities available for sale at year end is as follows:



|                                  |  |            |        |                      |   |                       |  |   |      |  
|--------------------------------- |  | ---------- | ------ | -------------------- | - | --------------------- |  | - | ---- | -
|                                  |  | Fair Value |        | GrossUnrealizedGains |   | GrossUnrealizedLosses | 
|2005                              |  |            |        |                      |   |                       |  |   |      |  
|U. S. government agencies         |  | $          | 9,338  |                      | $ |                      |  | $ | (162 | )
|States and political subdivisions |  |            | 15,057 |                      |   | 346                   |  |   | (55  | )
|Mortgage-backed                   |  |            | 12,521 |                      |   | 11                    |  |   | (288 | )
|SBA guaranteed                    |  |            | 972    |                      |   | 16                    |  |   |     |  
|                                  |  |            |        |                      |   |                       |  |   |      |  
|                                  |  | $          | 37,888 |                      | $ | 373                   |  | $ | (505 | )
|                                  |  |            |        |                      |   |                       |  |   |      |  
|2004                              |  |            |        |                      |   |                       |  |   |      |  
|U. S. government agencies         |  | $          | 11,995 |                      | $ | 16                    |  | $ | (70  | )
|States and political subdivisions |  |            | 10,309 |                      |   | 458                   |  |   | (27  | )
|Mortgage-backed                   |  |            | 17,156 |                      |   | 39                    |  |   | (248 | )
|SBA guaranteed                    |  |            | 1,250  |                      |   | 18                    |  |   |     |  
|                                  |  |            |        |                      |   |                       |  |   |      |  
|                                  |  | $          | 40,710 |                      | $ | 531                   |  | $ | (345 | )
|                                  |  |            |        |                      |   |                       |  |   |      |  

Securities classified as U. S. government agencies include notes issued by government-sponsored enterprises such
as the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, and the Federal Home Loan Bank. The SBA-guaranteed securities are pools of the loans guaranteed by the Small Business Administration.



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The fair values of securities available for sale at December 31, 2005, by contractual maturity, are shown below.
Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity are shown separately.



|                                       |  |               |        |           |   |       
|-------------------------------------- |  | ------------- | ------ | --------- | - | ------
|                                       |  | AmortizedCost |        | FairValue
|Due in one year or less                |  | $             | 3,828  |           | $ | 3,804 
|Due after one year through five years  |  |               | 11,260 |           |   | 11,272
|Due after five years through ten years |  |               | 4,703  |           |   | 4,726 
|Due after ten years                    |  |               | 4,475  |           |   | 4,593 
|Mortgage-backed                        |  |               | 12,798 |           |   | 12,521
|SBA guaranteed                         |  |               | 956    |           |   | 972   
|                                       |  |               |        |           |   |       
|                                       |  | $             | 38,020 |           | $ | 37,888
|                                       |  |               |        |           |   |       

Securities with a carrying value of approximately $10,974,000 and $12,222,000 at December 31, 2005 and 2004
were pledged to secure public deposits, Federal Home Loan Bank advances and for other purposes as required or permitted by law.

Sales of securities were
as follows:



|             |  |      |   |      |   |       |  |   |  
|------------ |  | ---- | - | ---- | - | ----- |  | - | -
|             |  | 2005 |   | 2004 |   | 2003 
|Proceeds     |  | $    |  |      | $ | 5,530 |  | $ | 
|Gross gains  |  |      |  |      |   | 33    |  |   | 
|Gross losses |  |      |  |      |   |      |  |   | 
|Tax expense  |  |      |  |      |   | 13    |  |   | 

Certain investments in debt securities are reported in the financial statements at an amount less than their
historical cost. Total fair value of these investments at December 31, 2005 and 2004 was $25,795,000 and $25,668,000, which is approximately 68 and 63 percent of the Companys investment portfolio. These declines primarily resulted from
recent increases in market interest rates.

Based on evaluation of available evidence, including recent changes in market interest rates, credit rating
information and information obtained from regulatory filings, management believes the declines in fair value for these securities are temporary. Should the impairment of any of these securities become other than temporary, the cost basis of the
investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified.



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The following tables shows gross unrealized losses and fair value, aggregated by investment category and length of time
that individual securities have been in a continuous unrealized loss position at December 31, 2005 and 2004:

2005



|                                      |           |                     |                  |  |                   |           |   |                  |   |        |           |   |                  |   |  |   |        |  |   |      |  
|------------------------------------- | --------- | ------------------- | ---------------- |  | ----------------- | --------- | - | ---------------- | - | ------ | --------- | - | ---------------- | - |  | - | ------ |  | - | ---- | -
|Description of Securities             |           | Less than 12 Months |                  |  | 12 Months or More |           |   | Total            |  
|                                      | FairValue |                     | UnrealizedLosses |  |                   | FairValue |   | UnrealizedLosses |   |        | FairValue |   | UnrealizedLosses |  
|U. S. government agencies             |           | $                   | 2,434            |  | $                 | (39       | ) |                  | $ | 6,904  |           | $ | (123             | ) |  | $ | 9,338  |  | $ | (162 | )
|State and political subdivisions      |           |                     | 4,646            |  |                   | (39       | ) |                  |   | 891    |           |   | (16              | ) |  |   | 5,537  |  |   | (55  | )
|Mortgage-backed securities            |           |                     | 731              |  |                   | (13       | ) |                  |   | 10,189 |           |   | (275             | ) |  |   | 10,920 |  |   | (288 | )
|                                      |           |                     |                  |  |                   |           |   |                  |   |        |           |   |                  |   |  |   |        |  |   |      |  
|Total temporarily impaired securities |           | $                   | 7,811            |  | $                 | (91       | ) |                  | $ | 17,984 |           | $ | (414             | ) |  | $ | 25,795 |  | $ | (505 | )
|                                      |           |                     |                  |  |                   |           |   |                  |   |        |           |   |                  |   |  |   |        |  |   |      |  

2004



|                                      |           |                     |                  |  |                   |           |   |                  |   |        |           |   |                  |   |  |   |        |  |   |      |  
|------------------------------------- | --------- | ------------------- | ---------------- |  | ----------------- | --------- | - | ---------------- | - | ------ | --------- | - | ---------------- | - |  | - | ------ |  | - | ---- | -
|                                      |           |                     |                 
|Description of Securities             |           | Less than 12 Months |                  |  | 12 Months or More |           |   | Total            |  
|                                      | FairValue |                     | UnrealizedLosses |  |                   | FairValue |   | UnrealizedLosses |   |        | FairValue |   | UnrealizedLosses |  
|U. S. government agencies             |           | $                   | 5,534            |  | $                 | (14       | ) |                  | $ | 4,443  |           | $ | (56              | ) |  | $ | 9,977  |  | $ | (70  | )
|State and political subdivisions      |           |                     | 336              |  |                   | (1        | ) |                  |   | 1,263  |           |   | (26              | ) |  |   | 1,599  |  |   | (27  | )
|Mortgage-backed securities            |           |                     | 3,264            |  |                   | (32       | ) |                  |   | 10,828 |           |   | (216             | ) |  |   | 14,092 |  |   | (248 | )
|                                      |           |                     |                  |  |                   |           |   |                  |   |        |           |   |                  |   |  |   |        |  |   |      |  
|Total temporarily impaired securities |           | $                   | 9,134            |  | $                 | (47       | ) |                  | $ | 16,534 |           | $ | (298             | ) |  | $ | 25,668 |  | $ | (345 | )
|                                      |           |                     |                  |  |                   |           |   |                  |   |        |           |   |                  |   |  |   |        |  |   |      |  

NOTE 4 - LOANS

The Company has a geographic concentration of loan and deposit customers within the Chicagoland area. Most of the loans are secured by specific items of collateral including commercial and residential real estate and other business and
consumer assets. Commercial loans are expected to be repaid from cash flow from operations of businesses.

Loans consisted of the following at
December 31:



|                          |  |      |         |   |      |   |         |  
|------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                          |  | 2005 |         |   | 2004 |  
|Real estate               |  |      |         |   |      |   |         |  
|Commercial                |  | $    | 83,744  |   |      | $ | 74,769  |  
|Construction              |  |      | 23,020  |   |      |   | 9,580   |  
|Residential               |  |      | 23,007  |   |      |   | 24,984  |  
|Home equity               |  |      | 35,355  |   |      |   | 28,790  |  
|                          |  |      |         |   |      |   |         |  
|Total real estate loans   |  |      | 165,126 |   |      |   | 138,123 |  
|Commercial                |  |      | 26,342  |   |      |   | 26,309  |  
|Consumer                  |  |      | 2,576   |   |      |   | 1,991   |  
|                          |  |      |         |   |      |   |         |  
|Total loans               |  |      | 194,044 |   |      |   | 166,423 |  
|Allowance for loan losses |  |      | (1,381  | ) |      |   | (1,367  | )
|                          |  |      |         |   |      |   |         |  
|Loans, net                |  | $    | 192,663 |   |      | $ | 165,056 |  
|                          |  |      |         |   |      |   |         |  



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The Bank has entered into transactions with certain directors and their affiliates (related parties). Such transactions
were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons. Further, in managements
opinion, these loans did not involve more than normal risk of collectibility or present other unfavorable features.

The aggregate amount of loans, as
defined, to such related parties were as follows:



|                                   |  |   |      
|---------------------------------- |  | - | -----
|Balances, January 1, 2005          |  | $ | 1,626
|New loans including renewals       |  |   | 1,300
|Payments, etc., including renewals |  |   | 704  
|                                   |  |   |      
|Balances, January 1, 2005          |  | $ | 2,222
|                                   |  |   |      

Activity in the allowance for loan losses is summarized below:



|                             |  |      |       |   |      |   |       |      |  |   |       |  
|---------------------------- |  | ---- | ----- | - | ---- | - | ----- | ---- |  | - | ----- | -
|                             |  | 2005 |       |   | 2004 |   |       | 2003 | 
|Balance at beginning of year |  | $    | 1,367 |   |      | $ | 1,676 |      |  | $ | 1,757 |  
|Provision for loan losses    |  |      | 265   |   |      |   | 50    |      |  |   | 30    |  
|Charge-offs                  |  |      | (271  | ) |      |   | (484  | )    |  |   | (116  | )
|Recoveries                   |  |      | 20    |   |      |   | 125   |      |  |   | 5     |  
|                             |  |      |       |   |      |   |       |      |  |   |       |  
|Balance at end of year       |  | $    | 1,381 |   |      | $ | 1,367 |      |  | $ | 1,676 |  
|                             |  |      |       |   |      |   |       |      |  |   |       |  

Impaired loans were not material in 2005 or 2004. Interest income recognized on impaired loans in 2005, 2004 and
2003 was not material.

Nonperforming loans were as follows:



|                                             |  |      |     |      |   |       |  |   |      
|-------------------------------------------- |  | ---- | --- | ---- | - | ----- |  | - | -----
|                                             |  | 2005 |     | 2004 |   | 2003 
|Loans past due over 90 days still on accrual |  | $    | 752 |      | $ | 1,168 |  | $ | 1,905
|Nonaccrual loans                             |  |      | 115 |      |   | 21    |  |   | 727  

NOTE 5 - PREMISES AND EQUIPMENT

Premises and equipment consisted of the following at year end:



|                         |  |      |        |   |      |   |        |  
|------------------------ |  | ---- | ------ | - | ---- | - | ------ | -
|                         |  | 2005 |        |   | 2004 |  
|Land                     |  | $    | 2,602  |   |      | $ | 1,757  |  
|Building                 |  |      | 6,606  |   |      |   | 4,517  |  
|Construction in progress |  |      | 2,083  |   |      |   | 1,974  |  
|Furniture and equipment  |  |      | 1,897  |   |      |   | 1,796  |  
|                         |  |      |        |   |      |   |        |  
|Total cost               |  |      | 13,188 |   |      |   | 10,044 |  
|Accumulated depreciation |  |      | (1,629 | ) |      |   | (1,812 | )
|                         |  |      |        |   |      |   |        |  
|Net book value           |  | $    | 11,559 |   |      | $ | 8,232  |  
|                         |  |      |        |   |      |   |        |  

At December 31, 2005, the Companys estimated costs to complete construction of the addition to the main
facility totaled approximately $200,000.



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NOTE 6 - DEPOSITS



|                                                  |  |      |         |      |   |        
|------------------------------------------------- |  | ---- | ------- | ---- | - | -------
|                                                  |  | 2005 |         | 2004
|Non-interest bearing DDA                          |  | $    | 32,202  |      | $ | 28,707 
|NOW                                               |  |      | 37,484  |      |   | 36,072 
|Money market                                      |  |      | 43,787  |      |   | 68,613 
|Regular savings                                   |  |      | 32,127  |      |   | 36,648 
|Certificates and time deposits, $100,000 and over |  |      | 26,256  |      |   | 17,769 
|Other certificates and time deposits              |  |      | 57,848  |      |   | 23,564 
|                                                  |  |      |         |      |   |        
|Total deposits                                    |  | $    | 229,704 |      | $ | 211,373
|                                                  |  |      |         |      |   |        

At December 31, 2005, scheduled maturities of certificates of deposits are as follows:



|     |  |   |       
|---- |  | - | ------
|2006 |  | $ | 68,861
|2007 |  |   | 9,549 
|2008 |  |   | 2,660 
|2009 |  |   | 2,204 
|2010 |  |   | 830   
|     |  |   |       
|     |  | $ | 84,104
|     |  |   |       

NOTE 7 - ADVANCES FROM THE FEDERAL HOME LOAN BANK

Advances from the Federal Home Loan Bank of Chicago totaled $8,500,000 and $6,000,000 at December 31, 2005 and 2004. Advances, at interest rates from 2.96 to 4.85
percent, are subject to restrictions or penalties in the event of prepayment.

The Company maintains a collateral pledge agreement covering advances
whereby the Company has agreed to at all times keep on hand, free of all other pledges, liens, and encumbrances, whole first mortgage loans on improved residential property not more than 90 days delinquent, aggregating no less than 167 percent of
the outstanding advances from the Federal Home Loan Bank of Chicago. As noted in Note 3, the Company has also pledged securities on these advances.

At
December 31, 2005, scheduled maturities of advances are as follows:



|     |  |   |      
|---- |  | - | -----
|2006 |  | $ | 2,000
|2007 |  |   | 2,000
|2008 |  |   | 2,500
|2009 |  |   | 2,000
|     |  |   |      
|     |  | $ | 8,500
|     |  |   |      



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NOTE 8 - ISSUANCE OF SUBORDINATED DEBENTURES

In June 2002, the Company formed Trust I, a statutory business trust formed under the laws of the state of Connecticut. In June 2002, Trust I issued variable rate preferred securities with an aggregate
liquidation amount of $3,500,000 ($1,000 per preferred security) to a third-party investor. The Company then issued variable rate junior subordinated debentures aggregating $3,609,000 to Trust I. The junior subordinated debentures are the sole
assets of Trust I. The junior subordinated debentures and the preferred securities pay interest and dividends, respectively, on a quarterly basis. These junior subordinated debentures pay interest at a fixed rate of 5.336% through
September 26, 2002 and a variable rate thereafter based on the 3-month LIBOR plus 3.45%. The interest rate at December 31, 2005 and 2004 was 7.97% and 6.00%, respectively. Until June 26, 2007, the interest will not exceed 11.95%. The
debentures will mature on June 26, 2032, at which time the preferred securities must be redeemed. In addition, the Company may redeem the preferred securities in whole or part, beginning July 26, 2007 at a redemption price of $1,000 per
preferred security.

The Company has provided a full, irrevocable, and unconditional guarantee on a subordinated basis of the obligations of the Trust
under the preferred securities in the event of the occurrence of an event of default, as defined in such guarantee. Debt issuance costs of $106,000 were capitalized and are being amortized over the estimated life of the subordinated debentures.

NOTE 9 - CAPITAL REQUIREMENTS

The Company and the
Bank are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet
items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors, and the regulators can lower classifications in
certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements.

The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used
to represent overall financial condition. If undercapitalized, capital distributions are limited, as are asset growth and expansion, and plans for capital restoration are required. The minimum requirements are:



|                       |  |                                |   |  |                                 |   |  |   |  
|---------------------- |  | ------------------------------ | - |  | ------------------------------- | - |  | - | -
|                       |  | Capital to RiskWeighted Assets |   |  | Tier 1Capital to Average Assets |  
|                       |  | Total                          |   |  | Tier 1                          |   | 
|Well capitalized       |  | 10                             | % |  | 6                               | % |  | 5 | %
|Adequately capitalized |  | 8                              |   |  | 4                               |   |  | 4 |  
|Undercapitalized       |  | 6                              |   |  | 3                               |   |  | 3 |  



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The actual capital levels and minimum required levels for the Company and the Bank were as follows at December 31:



|                                         |  |        |        |       |                                     |   |        |                               |        |  |     |        |  |       |        |  |      |  
|---------------------------------------- |  | ------ | ------ | ----- | ----------------------------------- | - | ------ | ----------------------------- | ------ |  | --- | ------ |  | ----- | ------ |  | ---- | -
|                                         |  | Actual |        |       | Minimum for CapitalAdequacyPurposes |   |        | Minimum to Be WellCapitalized |       
|                                         |  | Amount |        | Ratio |                                     |   | Amount |                               | Ratio  |  |     | Amount |  | Ratio |       
|2005                                     |  |        |        |       |                                     |   |        |                               |        |  |     |        |  |       |        |  |      |  
|Total capital (to risk-weighted assets)  |  |        |        |       |                                     |   |        |                               |        |  |     |        |  |       |        |  |      |  
|Consolidated                             |  | $      | 23,413 |       | 11.7                                | % |        | $                             | 16,035 |  | 8.0 | %      |  |       |        |  | N/A  |  
|Bank                                     |  |        | 22,390 |       | 11.2                                |   |        |                               | 16,021 |  | 8.0 |        |  | $     | 20,026 |  | 10.0 | %
|Tier 1 capital (to risk-weighted assets) |  |        |        |       |                                     |   |        |                               |        |  |     |        |  |       |        |  |      |  
|Consolidated                             |  |        | 22,032 |       | 11.0                                |   |        |                               | 8,017  |  | 4.0 |        |  |       |        |  | N/A  |  
|Bank                                     |  |        | 21,009 |       | 10.5                                |   |        |                               | 8,010  |  | 4.0 |        |  |       | 12,016 |  | 6.0  |  
|Tier 1 capital (to average assets)       |  |        |        |       |                                     |   |        |                               |        |  |     |        |  |       |        |  |      |  
|Consolidated                             |  |        | 22,032 |       | 7.8                                 |   |        |                               | 11,347 |  | 4.0 |        |  |       |        |  | N/A  |  
|Bank                                     |  |        | 21,009 |       | 8.0                                 |   |        |                               | 10,471 |  | 4.0 |        |  |       | 13,089 |  | 5.0  |  
|2004                                     |  |        |        |       |                                     |   |        |                               |        |  |     |        |  |       |        |  |      |  
|Total capital (to risk-weighted assets)  |  |        |        |       |                                     |   |        |                               |        |  |     |        |  |       |        |  |      |  
|Consolidated                             |  | $      | 21,477 |       | 12.3                                | % |        | $                             | 13,934 |  | 8.0 | %      |  |       |        |  | N/A  |  
|Bank                                     |  |        | 20,437 |       | 11.7                                |   |        |                               | 13,923 |  | 8.0 |        |  | $     | 17,403 |  | 10.0 | %
|Tier 1 capital (to risk-weighted assets) |  |        |        |       |                                     |   |        |                               |        |  |     |        |  |       |        |  |      |  
|Consolidated                             |  |        | 20,110 |       | 11.5                                |   |        |                               | 6,967  |  | 4.0 |        |  |       |        |  | N/A  |  
|Bank                                     |  |        | 19,070 |       | 11.0                                |   |        |                               | 6,961  |  | 4.0 |        |  |       | 10,442 |  | 6.0  |  
|Tier 1 capital (to average assets)       |  |        |        |       |                                     |   |        |                               |        |  |     |        |  |       |        |  |      |  
|Consolidated                             |  |        | 20,110 |       | 7.9                                 |   |        |                               | 10,223 |  | 4.0 |        |  |       |        |  | N/A  |  
|Bank                                     |  |        | 19,070 |       | 8.1                                 |   |        |                               | 9,418  |  | 4.0 |        |  |       | 11,772 |  | 5.0  |  

Without prior approval, current regulations allow the Bank to pay dividends to the Company not exceeding net
profits (as defined) for the current year plus those for the previous two years. The Bank normally restricts dividends to a lesser amount because of the need to maintain an adequate capital structure. Total stockholders equity of the Bank at
December 31, 2005 was $20,928,000, of which $16,567,000 was restricted from dividend distribution to the Company.

At December 31, 2005, the Bank
was categorized by its regulators as well capitalized in accordance with the regulatory criteria discussed above. Management is not aware of any conditions or events since the most recent notification that would change the Banks category.

NOTE 10 - RETIREMENT PLANS

The Company maintains a
profit sharing/401(k) plan, which covers substantially all employees. Employees may make contributions to the plan. Employer contributions to the plan are determined at the discretion of the Board of Directors. Annual employer contributions are
charged to expense. Profit sharing/401(k) expense was $228,000, $253,000 and $220,000 in 2005, 2004 and 2003.

The Company also maintains a nonqualified
retirement program for directors. Expense for the directors retirement program was $35,000, $33,000 and $30,000 in 2005, 2004 and 2003.

Under
agreements with the Company, certain members of the Board of Directors have elected to defer their directors fees. The cumulative amount of deferred directors fees (included in other liabilities on the Companys balance sheet) was
$487,000 and $383,000 at December 31, 2005 and 2004. The liabilities for the nonqualified retirement program for directors and for directors deferred fees are not secured by any assets of the Company. Deferred directors fees
accounts are credited with interest at 5 percent.



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NOTE 11 - INCOME TAXES

Income tax expense consists of the following:



|                      |  |      |     |      |   |       |  |   |    
|--------------------- |  | ---- | --- | ---- | - | ----- |  | - | ---
|                      |  | 2005 |     | 2004 |   | 2003 
|Currently payable tax |  |      |     |      |   |       |  |   |    
|Federal               |  | $    | 559 |      | $ | 541   |  | $ | 732
|State                 |  |      | 161 |      |   | 148   |  |   | 157
|Deferred tax          |  |      | 167 |      |   | 384   |  |   | 106
|                      |  |      |     |      |   |       |  |   |    
|Income tax expense    |  | $    | 887 |      | $ | 1,073 |  | $ | 995
|                      |  |      |     |      |   |       |  |   |    

Income tax expense differs from federal statutory rates applied to financial statement income due to the
following:



|                                                         |  |      |      |   |      |   |       |      |  |   |      |  
|-------------------------------------------------------- |  | ---- | ---- | - | ---- | - | ----- | ---- |  | - | ---- | -
|                                                         |  | 2005 |      |   | 2004 |   |       | 2003 | 
|Federal rate of 34 percent                               |  | $    | 992  |   |      | $ | 1,144 |      |  | $ | 999  |  
|Add (subtract) effect of                                 |  |      |      |   |      |   |       |      |  |   |      |  
|Tax-exempt income, net of nondeductible interest expense |  |      | (163 | ) |      |   | (144  | )    |  |   | (132 | )
|State income tax, net of federal benefit                 |  |      | 128  |   |      |   | 146   |      |  |   | 122  |  
|Cash value of life insurance                             |  |      | (79  | ) |      |   |      |      |  |   |     |  
|Other items, net                                         |  |      | 9    |   |      |   | (73   | )    |  |   | 6    |  
|                                                         |  |      |      |   |      |   |       |      |  |   |      |  
|Income tax expense                                       |  | $    | 887  |   |      | $ | 1,073 |      |  | $ | 995  |  
|                                                         |  |      |      |   |      |   |       |      |  |   |      |  

Year end deferred tax assets and liabilities were due to the following:



|                                                       |  |      |        |   |      |   |        |      |  |   |      |  
|------------------------------------------------------ |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ---- | -
|                                                       |  | 2005 |        |   | 2004 |   |        | 2003 | 
|Deferred tax assets                                    |  |      |        |   |      |   |        |      |  |   |      |  
|Allowance for loan losses                              |  | $    | 415    |   |      | $ | 426    |      |  | $ | 540  |  
|Deferred compensation                                  |  |      | 280    |   |      |   | 239    |      |  |   | 194  |  
|Net unrealized losses on securities available for sale |  |      | 51     |   |      |   |       |      |  |   |     |  
|Other                                                  |  |      | 38     |   |      |   | 32     |      |  |   | 11   |  
|                                                       |  |      |        |   |      |   |        |      |  |   |      |  
|Total                                                  |  |      | 784    |   |      |   | 697    |      |  |   | 745  |  
|                                                       |  |      |        |   |      |   |        |      |  |   |      |  
|Deferred tax liabilities                               |  |      |        |   |      |   |        |      |  |   |      |  
|Accumulated depreciation                               |  |      | (172   | ) |      |   | (180   | )    |  |   | (138 | )
|Deferred loan fees and costs, net                      |  |      | (24    | ) |      |   | (24    | )    |  |   | (14  | )
|Prepaid expenses                                       |  |      | (40    | ) |      |   | (40    | )    |  |   |     |  
|Federal Home Loan Bank stock dividends                 |  |      | (1,038 | ) |      |   | (827   | )    |  |   | (580 | )
|Net unrealized gains on securities available for sale  |  |      |       |   |      |   | (72    | )    |  |   | (176 | )
|Other                                                  |  |      | (3     | ) |      |   | (3     | )    |  |   | (6   | )
|                                                       |  |      |        |   |      |   |        |      |  |   |      |  
|Total                                                  |  |      | (1,277 | ) |      |   | (1,146 | )    |  |   | (914 | )
|                                                       |  |      |        |   |      |   |        |      |  |   |      |  
|Net deferred tax liabilities                           |  | $    | (493   | ) |      | $ | (449   | )    |  | $ | (169 | )
|                                                       |  |      |        |   |      |   |        |      |  |   |      |  



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NOTE 12 - EARNINGS PER SHARE

The factors used in the earnings per common share computation follow:



|                                                                        |  |      |         |      |   |         |  |   |        
|----------------------------------------------------------------------- |  | ---- | ------- | ---- | - | ------- |  | - | -------
|                                                                        |  | 2005 |         | 2004 |   | 2003   
|Basic                                                                   |  |      |         |      |   |         |  |   |        
|Net income                                                              |  | $    | 2,031   |      | $ | 2,291   |  | $ | 1,945  
|                                                                        |  |      |         |      |   |         |  |   |        
|Weighted-average common shares outstanding                              |  |      | 683,557 |      |   | 682,002 |  |   | 682,611
|                                                                        |  |      |         |      |   |         |  |   |        
|Basic earnings per share                                                |  | $    | 2.97    |      | $ | 3.36    |  | $ | 2.85   
|                                                                        |  |      |         |      |   |         |  |   |        
|Diluted                                                                 |  |      |         |      |   |         |  |   |        
|Net income                                                              |  | $    | 2,031   |      | $ | 2,291   |  | $ | 1,945  
|                                                                        |  |      |         |      |   |         |  |   |        
|Weighted-average common shares outstanding for basic earnings per share |  |      | 683,557 |      |   | 682,002 |  |   | 682,611
|Add dilutive effects of assumed exercise of stock options               |  |      | 3,233   |      |   | 4,179   |  |   | 4,334  
|                                                                        |  |      |         |      |   |         |  |   |        
|Average shares and dilutive potential common shares                     |  |      | 686,790 |      |   | 686,181 |  |   | 686,945
|                                                                        |  |      |         |      |   |         |  |   |        
|Diluted earnings per share                                              |  | $    | 2.96    |      | $ | 3.34    |  | $ | 2.83   
|                                                                        |  |      |         |      |   |         |  |   |        

NOTE 13 - STOCK OPTIONS

The Company has a nonqualified stock option plan (Plan) to attract, retain, and reward senior officers and directors and provide them with an opportunity to acquire or increase their ownership interest in
the Company.

Under terms of the Plan, options for 40,400 shares of common stock were authorized for grant with an additional 4,600 options authorized in
2004. Options cannot be granted at exercise prices less than the fair market value of the stock at the grant date. Options granted under the Plan vest incrementally over periods of 5 to 10 years. The options also vest when the recipient attains age
72 or in the event of a change of control (as defined). The term of each option is ten years.



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A summary of the activity in the Plan follows:



|                                                           |  |        |        |      |                               |      |        |  |   |                               |   |        |   |       |                               |   |        |   |  |   |      
|---------------------------------------------------------- |  | ------ | ------ | ---- | ----------------------------- | ---- | ------ |  | - | ----------------------------- | - | ------ | - | ----- | ----------------------------- | - | ------ | - |  | - | -----
|                                                           |  | 2005   |        | 2004 |                               | 2003
|                                                           |  | Shares |        |      | Weighted-AverageExercisePrice |      | Shares |  |   | Weighted-AverageExercisePrice |   | Shares |   |       | Weighted-AverageExercisePrice
|Outstanding at beginning of year                           |  |        | 22,775 |      |                               | $    | 28.40  |  |   | 21,270                        |   |        | $ | 25.28 |                               |   | 20,355 |   |  | $ | 19.59
|Granted                                                    |  |        | 3,750  |      |                               |      | 45.56  |  |   | 3,600                         |   |        |   | 39.28 |                               |   | 7,300  |   |  |   | 35.00
|Exercised                                                  |  |        | (2,470 | )    |                               |      | 17.95  |  |   | (1,495                        | ) |        |   | 13.34 |                               |   | (2,225 | ) |  |   | 13.92
|Forfeited                                                  |  |        | (3,580 | )    |                               |      | 21.08  |  |   | (600                          | ) |        |   | 20.00 |                               |   | (4,160 | ) |  |   | 20.55
|                                                           |  |        |        |      |                               |      |        |  |   |                               |   |        |   |       |                               |   |        |   |  |   |      
|Outstanding at end of year                                 |  |        | 20,475 |      |                               |      | 33.68  |  |   | 22,775                        |   |        |   | 28.40 |                               |   | 21,270 |   |  |   | 25.28
|                                                           |  |        |        |      |                               |      |        |  |   |                               |   |        |   |       |                               |   |        |   |  |   |      
|Options exercisable at year end                            |  |        | 3,530  |      |                               |      |        |  |   | 4,830                         |   |        |   |       |                               |   | 4,915  |   |  |   |      
|                                                           |  |        |        |      |                               |     
|Weighted-average fair value of options granted during year |  | $      | 8.40   |      |                               |      |        |  | $ | 5.50                          |   |        |   |       |                               | $ | 5.09   |   |  |   |      

The weighted-average fair value of options granted is computed using an option pricing model with the following
weighted-average assumptions at the grant date for 2005, 2004 and 2003: risk-free interest rate of 3.73, 3.78 and 2.80 percent, expected option life of five years, volatility factors of expected market price of common stock of 11.45, 1.00 and 1.00
percent and a dividend yield of .44, .47 and .38 percent.

Options outstanding at December 31, 2005 were as follows:



|               |  |                   |  |                                          |  |                               |  |                   |  |                              
|-------------- |  | ----------------- |  | ---------------------------------------- |  | ----------------------------- |  | ----------------- |  | -----------------------------
|               |  |                   |  | Options Outstanding                      |  | Options Exercisable          
|Exercise Price |  | NumberOutstanding |  | Weighted-AverageRemainingContractualLife |  | Weighted-AverageExercisePrice |  | NumberExercisable |  | Weighted-AverageExercisePrice
|$11.67 - 28.00 |  | 5,650             |  | 3.6                                      |  | 21.12                         |  | 2,360             |  | 20.88                        
|$30.00 - 45.00 |  | 14,825            |  | 6.7                                      |  | 38.47                         |  | 1,170             |  | 35.30                        
|               |  |                   |  |                                          |  |                               |  |                   |  |                              
|               |  | 20,475            |  |                                          |  |                               |  | 3,530             |  |                              
|               |  |                   |  |                                          |  |                               |  |                   |  |                              

NOTE 14 - OFF-BALANCE-SHEET ACTIVITIES

Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the
credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk to credit loss exists up to the face amount of these instruments,
although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

The contractual amount of financial instruments with off-balance-sheet risk was as follows at year end.



|                                             |  |      |        |      |   |       
|-------------------------------------------- |  | ---- | ------ | ---- | - | ------
|                                             |  | 2005 |        | 2004
|Financial standby letters of credit          |  | $    | 150    |      | $ | 139   
|Commitments to originate loans               |  |      | 5,054  |      |   | 7,916 
|Unused lines of credit and letters of credit |  |      | 57,247 |      |   | 26,072
|Performance standby letters of credit        |  |      | 618    |      |   | 461   



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NOTE 15 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount and estimated fair value of financial instruments at year end are as follows:



|                                |  |                |         |            |   |               |  |            |         |  |   |        
|------------------------------- |  | -------------- | ------- | ---------- | - | ------------- |  | ---------- | ------- |  | - | -------
|                                |  | 2005           |         | 2004      
|                                |  | Carrying Value |         | Fair Value |   | CarryingValue |  | Fair Value
|Financial assets                |  |                |         |            |   |               |  |            |         |  |   |        
|Cash and cash equivalents       |  | $              | 7,794   |            | $ | 7,794         |  | $          | 8,509   |  | $ | 8,509  
|Securities available for sale   |  |                | 37,888  |            |   | 37,888        |  |            | 40,710  |  |   | 40,710 
|Loans receivable, net           |  |                | 192,663 |            |   | 191,257       |  |            | 165,056 |  |   | 162,688
|Federal Home Loan Bank stock    |  |                | 10,742  |            |   | 10,742        |  |            | 10,232  |  |   | 10,232 
|Interest receivable             |  |                | 1,381   |            |   | 1,381         |  |            | 1,118   |  |   | 1,118  
|                                |  |                |         |           
|Financial liabilities           |  |                |         |            |   |               |  |            |         |  |   |        
|Deposits                        |  |                | 229,704 |            |   | 229,593       |  |            | 211,373 |  |   | 211,185
|Federal Home Loan Bank advances |  |                | 8,500   |            |   | 8,462         |  |            | 6,000   |  |   | 5,925  
|Subordinated debentures         |  |                | 3,609   |            |   | 3,609         |  |            | 3,609   |  |   | 3,609  
|Interest payable                |  |                | 362     |            |   | 362           |  |            | 170     |  |   | 170    

The methods and assumptions used to estimate fair value are described as follows:

Carrying amount is the estimated fair value for cash and cash equivalents, Federal Home Loan Bank stock, interest receivable and payable, deposits due on demand, variable
rate loans, subordinated debentures, and notes payable. Security fair values are based on market prices or dealer quotes and, if no such information is available, on the rate and term of the security and information about the issuer. For fixed rate
loans and time deposits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. Fair values for impaired loans are estimated using discounted cash flow analysis or underlying collateral
values. The fair value of fixed rate Federal Home Loan Bank advances is based on current rates for similar financing. The fair value of off-balance-sheet items, which is based on the current fees or cost that would be charged to enter into or
terminate such arrangements, is immaterial.

While the above estimates are based on managements judgment of the most appropriate factors, there is no
assurance that were the Company to have disposed of these items on the respective dates, the fair values would have been achieved, because the market value may differ depending on the circumstances. The estimated fair values at year end should not
necessarily be considered to apply at subsequent dates. Other assets and liabilities that are not financial instruments, such as premises and equipment, are not included in the above disclosures. Also, nonfinancial instruments typically not
recognized on the balance sheet may have value but are not included in the above disclosures. These include, among other items, the estimated earnings power of core deposits, the trained workforce, customer goodwill, and similar items.



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NOTE 16 - CONDENSED FINANCIAL INFORMATION (PARENT COMPANY ONLY)

Presented below is condensed financial information as to financial position, results of operations and cash flows of the Company:

Condensed Balance Sheets



|                                           |  |              |        |      |   |       
|------------------------------------------ |  | ------------ | ------ | ---- | - | ------
|                                           |  | December 31,
|                                           |  | 2005         |        | 2004
|Assets                                     |  |              |        |      |   |       
|Cash on deposit with the Bank              |  | $            | 658    |      | $ | 768   
|Investment in common stock of the Bank     |  |              | 20,928 |      |   | 19,183
|Other assets                               |  |              | 498    |      |   | 384   
|                                           |  |              |        |      |   |       
|Total assets                               |  | $            | 22,084 |      | $ | 20,335
|                                           |  |              |        |      |   |       
|Liabilities                                |  |              |        |      |   |       
|Long-term debt                             |  | $            | 3,609  |      | $ | 3,609 
|Other liabilities                          |  |              | 6      |      |   | 3     
|                                           |  |              |        |      |   |       
|Total liabilities                          |  |              | 3,615  |      |   | 3,612 
|Stockholders Equity                       |  |              | 18,469 |      |   | 16,723
|                                           |  |              |        |      |   |       
|Total liabilities and stockholders equity |  | $            | 22,084 |      | $ | 20,335
|                                           |  |              |        |      |   |       

Condensed Statements of Income



|                                                                      |  |                           |       |   |      |   |       |      |  |   |       |  
|--------------------------------------------------------------------- |  | ------------------------- | ----- | - | ---- | - | ----- | ---- |  | - | ----- | -
|                                                                      |  | Years Ending December 31, |      
|                                                                      |  | 2005                      |       |   | 2004 |   |       | 2003 | 
|Income                                                                |  | $                         | 291   |   |      | $ | 10    |      |  | $ | 16    |  
|                                                                      |  |                           |       |   |      |   |       |      |  |   |       |  
|Expenses                                                              |  |                           |       |   |      |   |       |      |  |   |       |  
|Interest expense                                                      |  |                           | 250   |   |      |   | 180   |      |  |   | 170   |  
|Other expenses                                                        |  |                           | 68    |   |      |   | 43    |      |  |   | 77    |  
|                                                                      |  |                           |       |   |      |   |       |      |  |   |       |  
|Total expenses                                                        |  |                           | 318   |   |      |   | 223   |      |  |   | 247   |  
|                                                                      |  |                           |       |   |      |   |       |      |  |   |       |  
|Loss Before Income Tax and Equity in Undistributed Income of the Bank |  |                           | (27   | ) |      |   | (213  | )    |  |   | (231  | )
|                                                                      |  |                           |      
|Income Tax Benefit                                                    |  |                           | (119  | ) |      |   | (83   | )    |  |   | (90   | )
|                                                                      |  |                           |       |   |      |   |       |      |  |   |       |  
|Income/(Loss) Before Equity in Undistributed Income of the Bank       |  |                           | 92    |   |      |   | (130  | )    |  |   | (141  | )
|                                                                      |  |                           |      
|Equity in Undistributed Income of the Bank                            |  |                           | 1,939 |   |      |   | 2,421 |      |  |   | 2,086 |  
|                                                                      |  |                           |       |   |      |   |       |      |  |   |       |  
|Net Income                                                            |  | $                         | 2,031 |   |      | $ | 2,291 |      |  | $ | 1,945 |  
|                                                                      |  |                           |       |   |      |   |       |      |  |   |       |  



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Condensed Statements of Cash Flows



|                                                   |  |                           |        |   |      |   |        |      |  |   |        |  
|-------------------------------------------------- |  | ------------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                                   |  | Years Ending December 31, |       
|                                                   |  | 2005                      |        |   | 2004 |   |        | 2003 | 
|Operating Activities                               |  |                           |        |   |      |   |        |      |  |   |        |  
|Net income                                         |  | $                         | 2,031  |   |      | $ | 2,291  |      |  | $ | 1,945  |  
|Equity in undistributed income of the Bank         |  |                           | (1,939 | ) |      |   | (2,421 | )    |  |   | (2,086 | )
|Other changes                                      |  |                           | (111   | ) |      |   | (77    | )    |  |   | (8     | )
|                                                   |  |                           |        |   |      |   |        |      |  |   |        |  
|Net cash used in by operating activities           |  |                           | (19    | ) |      |   | (207   | )    |  |   | (149   | )
|                                                   |  |                           |        |   |      |   |        |      |  |   |        |  
|Financing Activities                               |  |                           |        |   |      |   |        |      |  |   |        |  
|Purchase of stock                                  |  |                           |       |   |      |   | (48    | )    |  |   | (13    | )
|Exercise of stock options                          |  |                           | 45     |   |      |   | 20     |      |  |   | 31     |  
|Dividends paid                                     |  |                           | (136   | ) |      |   | (130   | )    |  |   | (95    | )
|                                                   |  |                           |        |   |      |   |        |      |  |   |        |  
|Net cash used in financing activities              |  |                           | (91    | ) |      |   | (158   | )    |  |   | (77    | )
|                                                   |  |                           |        |   |      |   |        |      |  |   |        |  
|Net Change in Cash on Deposit With the Bank        |  |                           | (110   | ) |      |   | (365   | )    |  |   | (226   | )
|                                                   |  |                           |       
|Cash on Deposit With the Bank at Beginning of Year |  |                           | 768    |   |      |   | 1,133  |      |  |   | 1,359  |  
|                                                   |  |                           |        |   |      |   |        |      |  |   |        |  
|Cash on Deposit With the Bank at End of Year       |  | $                         | 658    |   |      | $ | 768    |      |  | $ | 1,133  |  
|                                                   |  |                           |        |   |      |   |        |      |  |   |        |  

NOTE 17 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following table sets forth certain quarterly results for the years ended December 31, 2005 and 2004:



|              |  |                |        |                 |   |                   |  |                         |       |                         |   |           |  |                    |    |  |   |       |  |   |      |  |   |     
|------------- |  | -------------- | ------ | --------------- | - | ----------------- |  | ----------------------- | ----- | ----------------------- | - | --------- |  | ------------------ | -- |  | - | ----- |  | - | ---- |  | - | ----
|              |  | InterestIncome |        | InterestExpense |   | NetInterestIncome |  | Provisionfor
LoanLosses |       | SecuritiesGains(Losses) |   | NetIncome |  | Earnings Per Share
|Quarter Ended |  |                |        |                 |   |                   |  | Basic                   |       | Diluted                
|2005          |  |                |        |                 |   |                   |  |                         |       |                         |   |           |  |                    |    |  |   |       |  |   |      |  |   |     
|March         |  | $              | 3,020  |                 | $ | 777               |  | $                       | 2,243 |                         | $ |          |  | $                  |   |  | $ | 575   |  | $ | 0.84 |  | $ | 0.84
|June          |  |                | 3,279  |                 |   | 1,010             |  |                         | 2,269 |                         |   | 20        |  |                    |   |  |   | 412   |  |   | 0.60 |  |   | 0.60
|September     |  |                | 3,522  |                 |   | 1,145             |  |                         | 2,377 |                         |   | 150       |  |                    |   |  |   | 522   |  |   | 0.76 |  |   | 0.76
|December      |  |                | 3,670  |                 |   | 1,237             |  |                         | 2,433 |                         |   | 95        |  |                    |   |  |   | 522   |  |   | 0.77 |  |   | 0.76
|              |  |                |        |                 |   |                   |  |                         |       |                         |   |           |  |                    |    |  |   |       |  |   |      |  |   |     
|              |  | $              | 13,491 |                 | $ | 4,169             |  | $                       | 9,322 |                         | $ | 265       |  | $                  |   |  | $ | 2,031 |  | $ | 2.97 |  | $ | 2.96
|              |  |                |        |                 |   |                   |  |                         |       |                         |   |           |  |                    |    |  |   |       |  |   |      |  |   |     
|2004          |  |                |        |                 |   |                   |  |                         |       |                         |   |           |  |                    |    |  |   |       |  |   |      |  |   |     
|March         |  | $              | 2,763  |                 | $ | 648               |  | $                       | 2,115 |                         | $ |          |  | $                  |   |  | $ | 568   |  | $ | 0.83 |  | $ | 0.83
|June          |  |                | 2,787  |                 |   | 642               |  |                         | 2,145 |                         |   |          |  |                    |   |  |   | 565   |  |   | 0.83 |  |   | 0.82
|September     |  |                | 2,832  |                 |   | 653               |  |                         | 2,179 |                         |   |          |  |                    |   |  |   | 590   |  |   | 0.87 |  |   | 0.86
|December      |  |                | 3,118  |                 |   | 705               |  |                         | 2,413 |                         |   | 50        |  |                    | 33 |  |   | 568   |  |   | 0.83 |  |   | 0.83
|              |  |                |        |                 |   |                   |  |                         |       |                         |   |           |  |                    |    |  |   |       |  |   |      |  |   |     
|              |  | $              | 11,500 |                 | $ | 2,648             |  | $                       | 8,852 |                         | $ | 50        |  | $                  | 33 |  | $ | 2,291 |  | $ | 3.36 |  | $ | 3.34
|              |  |                |        |                 |   |                   |  |                         |       |                         |   |           |  |                    |    |  |   |       |  |   |      |  |   |     



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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the
Companys management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rule 13a-15 (e) promulgated
under the Exchange Act) as of December 31, 2005. Based on that evaluation, the Companys management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Companys disclosure controls and procedures
were effective. There have been no changes in the Companys internal controls over financial reporting during the Companys last fiscal quarter ending December 31, 2005, that have affected or are reasonably likely to affect, the
Companys internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

None.



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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS OF THE REGISTRANT

The Companys Board of Directors is currently comprised of ten directors who were elected to a one year term on May 24, 2005. Information about the
directors is set forth below. The dates shown for service as a director of the Company include service as a director of the predecessor of the Company prior to December 2000.



|                                                                                                                                                                                                                                                                                                                                                                                                                             |  |              
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------
|Name and Background                                                                                                                                                                                                                                                                                                                                                                                                          |  | DirectorSince
|William F. Behrmann, age 63, has been owner and President of McChesney & Miller, Inc., located in Glen Ellyn, Illinois (a grocery store and market) since October 2002, employed there
since 1959                                                                                                                                                                                                                            |  | 1994         
|                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|Penny A. Belke, DDS, age 54, has been a dentist and has owned and operated her practice in Glen Ellyn since 1980                                                                                                                                                                                                                                                                                                             |  | 2004         
|                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|H. David Clayton, DVM, age 67, has been a veterinarian in Glen Ellyn since 1966. Dr. Clayton was listed in Whos Who in Veterinary Medicine and Science in the United States. He is currently
President of Clayton Consulting, a veterinary management and consulting firm, and is owner of Fox Valley Veterinary Hospital, P.C. in Ottawa, Illinois                                                                         |  | 1994         
|                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|Raymond A. Dieter, Jr., MD, age 70, has been a surgeon with the DuPage Medical Group, located in Glen Ellyn, Illinois (a surgery and health care clinic) since 1969. Dr. Dieter has also been
President of the Center for Surgery, located in Naperville, Illinois (an outpatient and surgery clinic) since 1990                                                                                                             |  | 1994         
|                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|Donald H. Fischer, age 70, has been Chairman, President and Chief Executive Officer of Community Financial Shares, Inc., located in Glen Ellyn, Illinois (a bank holding company) since July,
2000. Mr. Fischer has also been Chairman, President and Chief Executive Officer of Community Bank-Wheaton/Glen Ellyn, located in Wheaton, Illinois and Glen Ellyn Illinois (an Illinois state-chartered bank) since March 1994 |  | 1994         
|                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|Harold W. Gaede, age 76, has been the owner and President of Gaedes, Inc. located in Wheaton, Illinois (a chain of retail stores) since March 1954                                                                                                                                                                                                                                                                          |  | 1994         
|                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|Robert F. Haeger, age 56, is a partner with Langan, Haeger, Vincent & Born, an Illinois insurance company located in Wheaton, Illinois since 1971                                                                                                                                                                                                                                                                            |  | 2005         
|                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|Mary Beth Moran, age 36, is a certified public accountant and registered Investment Advisor. She has been a partner in the CPA firm of Kirkby, Phelan and Associates, located in Bloomingdale,
Illinois since 1994                                                                                                                                                                                                           |  | 2004         
|                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|Joseph S. Morrissey, DDS, age 67, has been a Wheaton dentist since 1969                                                                                                                                                                                                                                                                                                                                                      |  | 1994         
|                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|John M. Mulherin, age 63, is a principal of Mulherin, Rehfeldt & Varchetto P.C., Attorneys at Law, located in Wheaton, Illinois (a professional corporation engaged in the practice of
law) since 1972 and its president since 1997                                                                                                                                                                                          |  | 1995         



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Board Committees

Executive Committee

The independent directors of the Company meet periodically as the Executive Committee of the Board, as circumstances
warrant. The function of the Executive Committee is to consider in executive session any matters where management may have a personal interest. The Executive Committee met 14 times in 2005.

Compensation Committee

The Compensation Committee of the Board of
Directors comprises Mrs. Belke and Messrs. Behrmann, Dieter, Fischer and Morrissey. The Compensation Committee reviews executive compensation and performance and establishes compensation policies and incentives. None of the members of the
committee other than Mr. Fischer are officers or employees of the Company, in 2005, and none of these individuals are former officers or employees of the Company. In addition, during 2005 none of our executive officers served on the board of
directors or compensation committee of any other company with respect to which any member of our Compensation Committee was engaged as an executive officer. The committee meets independently of Mr. Fischer in matters involving his compensation.
The Compensation Committee held four meetings in 2005.

Nominating Committee

The Nominating Committee of the Board of Directors is comprised of Messrs. Mulherin, Morrissey, Clayton and Fischer. The Nominating Committee is responsible for nominating qualified candidates for Board membership and
recommending to the Board the directors to serve on each committee of the Board. Each member of the Nominating Committee is independent other than Mr. Fischer; the committee meets independently of Mr. Fischer when considering matters
relating to his Board service. The Nominating Committee held two meetings in 2005. The Nominating Committee does not have a charter.

While the Nominating
Committee has not yet adopted a specific policy with regard to consideration of director candidates recommended by stockholders, it will carefully consider all director candidates recommended by stockholders provided such candidates and their
credentials are submitted within the time period for stockholder proposals. Written recommendations should be submitted to the Company at 357 Roosevelt Road, Glen Ellyn, Illinois 60137.

In evaluating candidates for Board membership, the Nominating Committee assesses the contribution that the candidates skills and expertise, together with his or her knowledge of the markets served by the
Companys operations, will make with respect to the Companys strategy and operations. Final consideration of the nominees is conducted by the entire Board.

Audit Committee

The Audit Committee of the Board of Directors operates under a charter that was approved by the full
Board of Directors. The members of the Audit Committee are William H. Behrmann, Harold W. Gaede, Mary Beth Moran, John Mulherin and Joseph S. Morrissey (chair). The Board of Directors has determined that Mrs. Mary Beth Moran is an audit
committee financial expert as that term is defined by the Securities and Exchange Commission. The Board of Directors has examined the composition of the Audit Committee in light of applicable federal law and the rules of the National
Association of Securities Dealers, Inc. governing audit committees, and has confirmed that all members of the Audit Committee are independent within the meaning of those rules. The Audit Committee held four meetings during 2005.



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EXECUTIVE OFFICERS OF THE REGISTRANT

The Company currently has four executive officers.



|                      |  |     |  |                                                                                   
|--------------------- |  | --- |  | ----------------------------------------------------------------------------------
|Name                  |  | Age |  | Present Position with the Company                                                 
|Donald H. Fischer     |  | 70  |  | Chairman of the Board, President and Chief Executive Officer (Principal Executive)
|                      |  |    
|Christopher P. Barton |  | 47  |  | Vice President and Secretary                                                      
|                      |  |    
|Scott W. Hamer        |  | 48  |  | Vice President, Chief Financial Officer and Assistant Secretary                   
|                      |  |    
|William W. Mucker     |  | 44  |  | Vice President and Assistant Secretary                                            

Donald H. Fischer has been Chairman, President and Chief Executive Officer of Community Financial Shares, Inc.
since July 2000. Mr. Fischer has also been Chairman, President and Chief Executive Officer of Community Bank-Wheaton/Glen Ellyn since March 1994.

Christopher P. Barton has been Vice President and Assistant Secretary of Community Financial Shares, Inc. since July 2000. In 2003, Mr. Barton assumed the duties of Secretary of Community Financial Shares, Inc. Mr. Barton has also
been Senior Vice President and Assistant Secretary of Community Bank-Wheaton/Glen Ellyn since October 1998. In March 2003, he assumed the duties of Secretary of the Company.

Scott W. Hamer has been Vice President, Chief Financial Officer and Assistant Secretary of Community Financial Shares, Inc. since April 2003. Mr. Hamer has also been Senior Vice President, Chief Financial Officer
and Chief Operations Officer of Community Bank-Wheaton/Glen Ellyn since April 2003. Prior to joining Community Financial Shares, Inc., Mr. Hamer served as Vice President & Cashier of Lemont National Bank (a national chartered bank)
from February 1999 until April 2003.

William W. Mucker has been Vice President and Assistant Secretary of Community Financial Shares, Inc. since February
2003. Mr. Mucker also has been Senior Vice President, Chief Credit Officer and Assistant Secretary of Community Bank-Wheaton/Glen Ellyn since February 2003. Prior thereto, Mr. Mucker was Executive Vice President and Chief Credit Officer of
Bloomingdale Bank & Trust Co. (an Illinois state-chartered bank) from April 1999 until January 2003.

CODE OF BUSINESS CONDUCT AND ETHICS

The Company has adopted a formal Code of Business Conduct Ethics. While the Company has always placed a high level of emphasis on employee conduct, it
is the important to the Company to make this formal adoption. The code of business conduct and ethics applies to all directors and employees of the Company. The code sets forth the standard of ethics that we expect all of our directors and employees
to follow, including the Chief Executive Officer and Chief Financial Officer.



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ITEM 11. EXECUTIVE
 COMPENSATION

SUMMARY

The following table shows the compensation earned awarded or paid for services rendered to the Company by its Chief Executive Officer and the three other
individuals serving as executive officers of the Company at December 31, 2005 (the Named Executive Officers) for the fiscal years ended December 31, 2005, 2004 and 2003.

SUMMARY COMPENSATION TABLE



|                                                     |  |      |  |                     |         |                             |   |                                 |  |                               |  |   |       
|---------------------------------------------------- |  | ---- |  | ------------------- | ------- | --------------------------- | - | ------------------------------- |  | ----------------------------- |  | - | ------
|                                                     |  |      |  | Annual Compensation |         | Long-TermCompensationAwards |   |                                
|Name and Principal Positions as of December 31, 2005 |  | Year |  | Salary ($)          |         | Bonus ($)                   |   | SecuritiesUnderlyingOptions (#) |  | All Other Compensation ($)(1)
|Donald H. Fischer,                                   |  | 2005 |  | $                   | 207,000 |                             | $ | 41,530                          |  | 0                             |  | $ | 38,812
|Chairman, President                                  |  | 2004 |  | $                   | 200,000 |                             | $ | 35,438                          |  | 0                             |  | $ | 30,841
|Chief Executive Officer                              |  | 2003 |  | $                   | 189,000 |                             | $ | 33,578                          |  | 0                             |  | $ | 30,265
|Christopher P. Barton,                               |  | 2005 |  | $                   | 110,514 |                             | $ | 21,675                          |  | 0                             |  | $ | 13,971
|Vice President, Secretary                            |  | 2004 |  | $                   | 106,520 |                             | $ | 19,206                          |  | 0                             |  | $ | 17,034
|                                                     |  | 2003 |  | $                   | 102,423 |                             | $ | 18,480                          |  | 0                             |  | $ | 16,335
|Scott W. Hamer,                                      |  | 2005 |  | $                   | 98,000  |                             | $ | 22,011                          |  | 0                             |  | $ | 13,869
|Vice President, Chief                                |  | 2004 |  | $                   | 94,050  |                             | $ | 12,481                          |  | 0                             |  | $ | 5,947 
|Financial Officer, Assistant Secretary               |  | 2003 |  | $                   | 62,769  |                             | $ | 3,188                           |  | 2,200                         |  |   | 0     
|William M. Mucker,                                   |  | 2005 |  | $                   | 118,313 |                             | $ | 21,932                          |  | 0                             |  | $ | 15,863
|Vice President, Assistant                            |  | 2004 |  | $                   | 114,037 |                             | $ | 17,188                          |  | 0                             |  | $ | 10,940
|Secretary                                            |  | 2003 |  | $                   | 97,096  |                             | $ | 7,425                           |  | 2,200                         |  |   | 0     

---

|(1) | The compensation reported represents Company contributions to the Companys Profit Sharing Plan and the Companys 401(k) Plan. For 2005, the Companys contributions
were as follows: Mr. Fischer - $24,112 profit sharing, $2,700 401(k) pension and $12,000 director fees; Mr. Barton - $13,805 profit sharing and $166 401(k) pension; Mr. Hamer - $11,889 profit sharing and $1,980 401(k) pension;
Mr. Mucker - $14,798 profit sharing and $1,065 401(k) pension.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

OPTION GRANTS IN 2005

No options to purchase the Companys common stock were granted to any of the Named Executive Officers during
2005.



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OPTION EXERCISES IN 2005

The table below sets forth certain information for fiscal year 2005 concerning the exercise of options to purchase shares of common stock granted under
the Community Financial Shares, Inc. Option Plan (the Options Plan) by each of the Named Executive Officers and the value of unexercised options granted under the Option Plan held by each of the Named Executive Officers as of
December 31, 2005.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL

YEAR-END OPTION VALUES



|                      |             |                                                                            |               |                                                                     |             |   |               |  |   |       
|--------------------- | ----------- | -------------------------------------------------------------------------- | ------------- | ------------------------------------------------------------------- | ----------- | - | ------------- |  | - | ------
|Name                  |             | Number of Securities Underlying Unexercised Options
at Fiscal Year-End (#) |               | Value of Unexercised In-the-Money Options
at Fiscal Year-End ($)(1)
|                      | Exercisable |                                                                            | Unexercisable |                                                                     | Exercisable |   | Unexercisable
|Donald H. Fischer     |             |                                                                            |               |                                                                     |             |   |               |  |   |       
|Christopher P. Barton |             | 1,450                                                                      |               | 750                                                                 |             | $ | 41,325        |  | $ | 21,375
|William M. Mucker     |             | 300                                                                        |               | 1,900                                                               |             | $ | 3,600         |  | $ | 22,800
|Scott W. Hamer        |             | 300                                                                        |               | 1,900                                                               |             | $ | 3,600         |  | $ | 22,800

---

|(1) | Represents the difference between $47.00 (the price at which common stock last traded prior to December 31, 2005) and the option exercise price multiplied by the number of
shares of common stock covered by the options held. All options are in-the-money with Mr. Bartons exercise price at $18.50 per share, Mr. Muckers and Mr. Hamers exercise price is $35.00 per share.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

COMPENSATION OF DIRECTORS

Directors of the Company were paid a fee of $700 for each Board meeting attended in 2005. There were 14 meetings held during 2005. In addition, directors were paid an annual retainer of $1,500. Non-employee directors
of the Company are eligible to receive options to purchase shares of common stock under the Option Plan. Under the Option Plan, each non-employee director received an automatic grant of an option to purchase 750 shares of common stock at the time he
or she was first elected or appointed as a director of the Company. All options are granted at the market value of the common stock on the date of the grant and become exercisable in annual cumulative installments, commencing one year from the date
of grant, with full vesting occurring on the fifth anniversary of the date of grant. The directors of the Company may also participate in a directors retainer retirement program. This program provides each director with 10 annual payments
beginning at age 75, or later if maintaining a position on the board. The amount of the annual benefit varies based on the number of years each director has served on the Companys board as well as their years to retirement and range from
$2,600 up to $21,320.

CHANGE IN CONTROL ARRANGEMENTS

During 2002 and 2003, the Bank and its four executive officers, including Mr. Fischer, entered into change-of-control letter agreements, the form of which was attached as an exhibit to the Companys periodic
report on Form 10-QSB for the quarter ended June 30, 2002. The letter agreements provide for enumerated benefits to be provided by the Bank to said executive officers upon the occurrence of certain events within 18 months after a change of
control of the Company or the Bank, as described more fully below.



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The letter agreement, applicable to the Executive Officers (the officers), provides that, if, at any time
within 18 months following a change of control (as defined below) of the Company or the Bank, either: (i) the officers employment is terminated by reason of his disability, death or retirement pursuant to any retirement plan
or policy of the Bank of general application to key employees; (ii) the essential elements of the officers position, in terms of duty and authority, are materially reduced without good cause, each without the officers voluntary
consent; (iii) there is a material reduction in the officers aggregate compensation, not related to or resulting from documented, diminished performance; or (iv) the officers are required to regularly perform services at a
location which is greater than 50 miles from his principal office at the time of the change of control, then he will be entitled to specified severance benefits.

The specified severance benefits to be provided to the officers upon the occurrence of item (i) above, or upon the occurrence of any of items (ii) through (iv) which results in the officers termination, are as follows:
(a) the Bank will pay the officers an immediate lump-sum cash payment equal to nine months of his current annual salary, exclusive of periodic bonus compensation, plus any unused earned vacation time and (b) the Bank, at its cost, will
provide medical and life insurance coverage to the officer and his family, until the earlier of (i) the officer waiving such coverage by giving written notice of waiver to the Bank, (ii) nine months having elapsed from the effective date
of the officers termination, or (iii) the officer becoming a participant in group insurance benefit programs of a new employer. Upon termination of benefits described in (b), the officers will be entitled to exercise the policy options
normally available to the Banks employees upon termination of employment.

The letter agreement provides that a change of control will be
deemed to have occurred if:



| | (a) | a third person, including a group as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 (as in effect on the date of the letter agreement), becomes
the beneficial owner of shares of the Company having greater than 50% or more of the total number of votes that may be cast for the election of directors of the Company, including for this purpose any shares beneficially owned by such third person
or group as of the date hereof; or
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the
foregoing transactions (a Transaction), the persons who were directors of the Bank before the Transaction shall cease to constitute a majority of the Board of Directors of the Bank or any successor to the Bank.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The letter agreement establishes, however, that in the event of any reorganization involving the Company or the Bank in a transaction initiated by the Bank in which
the stockholders of the Company immediately prior to such reorganization become stockholders of a successor or ultimate parent corporation of the Company resulting from such reorganization and the persons who were directors of the Bank immediately
prior to such reorganization constitute a majority of the Board of Directors of such successor or ultimate parent, no change of control shall be deemed to have taken place solely by reason of such reorganization, notwithstanding the fact
that the Bank may have become the wholly-owned subsidiary of another corporation in such reorganization and the Board of Directors thereof may have been reconstituted, in which case the term Bank for the purposes of the change-of-control
analysis shall refer to such successor or ultimate parent corporation.



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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of March 1, 2006, the
Company had approximately 685,639 shares of common stock issued and outstanding and held by approximately 525 holders of record.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The Company knows of no persons or groups which are beneficial owners of more than
five percent of the outstanding common stock.

SECURITY OWNERSHIP OF MANAGEMENT

The following table indicates, as of March 15, 2006, the number of shares of common stock beneficially owned by each director of the Company, the
Named Executive Officers of the Company, and all directors and executive officers of the Company as a group.



|                                                             |  |                                                  |  |                                    |  
|------------------------------------------------------------ |  | ------------------------------------------------ |  | ---------------------------------- | -
|                                                             |  | Common Stock Beneficially Owned onMarch 15, 2006 | 
|Name of Beneficial Owner                                     |  | Number ofShares                                  |  | Percent of Common StockOutstanding |  
|William F. Behrmann(7)                                       |  | 3,835                                            |  | 0.6                                | %
|Penny A. Belke, DDS(7)                                       |  | 1,056                                            |  | 0.2                                | %
|H. David Clayton, DVM(2)(7)                                  |  | 12,679                                           |  | 1.9                                | %
|Raymond A. Dieter, Jr., MD(3)(7)                             |  | 21,367                                           |  | 3.1                                | %
|Donald H. Fischer(7)                                         |  | 26,696                                           |  | 3.9                                | %
|Harold Gaede(4)(7)                                           |  | 3,763                                            |  | 0.6                                | %
|Robert Haeger                                                |  | 1,000                                            |  | 0.2                                | %
|Mary Beth Moran(1)(7)                                        |  | 587                                              |  | 0.1                                | %
|Joseph S. Morrissey, DDS(5)(7)                               |  | 23,284                                           |  | 3.4                                | %
|John M. Mulherin(6)(7)                                       |  | 4,409                                            |  | 0.6                                | %
|Christopher P. Barton(1)                                     |  | 10,811                                           |  | 1.6                                | %
|Scott W. Hamer(1)                                            |  | 775                                              |  | 0.1                                | %
|William W. Mucker(1)                                         |  | 1,075                                            |  | 0.2                                | %
|All Directors and Executive Officers as a Group (13 Persons) |  | 111,337                                          |  | 16.2                               | %

---

|(1) | Includes 2,550 shares issuable pursuant to stock options currently exercisable within 60 days of March 15, 2006 as follows: Mrs. Moran, 150 shares; Mr. Barton, 1,450
shares; Mr. Hamer, 475 shares; and Mr. Mucker , 475 shares.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes 6,220 shares held in a trust over which Dr. Clayton is trustee.
|--- | ------------------------------------------------------------------------

|(3) | Includes 1,388 shares held in a trust of which Dr. Dieter is trustee.
|--- | ---------------------------------------------------------------------

|(4) | Includes 3,426 shares held in a trust of which Mr. Gaede is trustee.
|--- | --------------------------------------------------------------------

|(5) | Includes 14,678 shares held in joint tenancy over which Dr. Morrissey has shared investment and voting power. Also includes 3,950 shares held in an employee retirement plan.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Includes 1,456 shares held in joint tenancy over which Mr. Mulherin has shared investment and voting power and 604 shares held by Mr. Mulherins wife in an IRA.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Includes 237 shares held by Lakeside Partners, a partnership of nine directors of which each director holds 1/9 ownership interest.
|--- | -----------------------------------------------------------------------------------------------------------------------------------



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EQUITY COMPENSATION PLANS



|                                                           |  |                                                                                          |  |                                                                          |       |                                                                                           |      
|---------------------------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------ | ----- | ----------------------------------------------------------------------------------------- | -----
|                                                           |  | Number of securities to beissued upon exercise ofoutstanding options,warrants and
rights |  | Weighted Averageexercise price ofoutstanding options,warrants and rights |       | Number of securitiesremaining available forfuture issuance underequity
compensationplans*
|                                                           |  | A                                                                                        |  |                                                                          | B     |                                                                                           | C    
|Equity compensation plans approved by security holders     |  | 20,475                                                                                   |  | $                                                                        | 33.68 |                                                                                           | 5,470
|Equity compensation plans not approved by security holders |  | 0                                                                                        |  |                                                                          | 0     |                                                                                           | 0    
|Total                                                      |  | 20,475                                                                                   |  | $                                                                        | 33.68 |                                                                                           | 5,470
|                                                           |  |                                                                                          |  |                                                                          |       |                                                                                           |      

---

|* | Excluding securities reflected in column A
|- | ------------------------------------------

CHANGES IN CONTROL

Management of the Company is not aware of any arrangements, including any pledge by any person of securities of
the Company, the operation of which may at a subsequent date result in a change in control of the Company.



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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain directors and executive officers of the Company and its
subsidiaries and their associates are customers of, and have had transactions with, the Companys subsidiary banks from time to time in the ordinary course of business. Additional transactions may be expected to take place in the ordinary
course of business in the future. All loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other
persons and did not involve more than the normal risk of collectibility or present other unfavorable features. John M. Mulherin, a director of the Company, is a principal of the law firm of Mulherin, Rehfeldt and Varchetto P.C., which the Company
has retained as legal counsel during 2005 and proposes to retain as such during 2006.

ITEM 14. PRINCIPAL ACCOUNTING FEES

The following table sets forth the aggregate fees billed to the Company for the fiscal
years ended December 31, 2005 and December 31, 2004 by the Companys principal accounting firm, BKD LLP:



|                      |  |      |        |      |   |       
|--------------------- |  | ---- | ------ | ---- | - | ------
|                      |  | 2005 |        | 2004
|Audit Fees            |  | $    | 68,713 |      | $ | 47,631
|Audit Related Fees(1) |  |      |       |      |   |      
|Tax Fees(2)           |  |      | 8,535  |      |   | 7,200 
|All Other Fees        |  |      |       |      |   |      
|                      |  |      |        |      |   |       
|Total Fees            |  | $    | 77,248 |      | $ | 70,105
|                      |  |      |        |      |   |       

---

|(1) | The audit fees were for professional services rendered for the audits of the Corporations consolidated financial statements and internal control over financial reporting,
reviews of condensed consolidated financial statements included in the Corporations Forms 10-Q, and assistance with regulatory filings. The audit-related fees were for professional services rendered for audits of the Corporations benefit
plans. The tax fees were for professional services rendered for preparation of tax returns and consultation on various tax matters. All of these audit-related, tax and other fees were pre-approved by the Audit Committee in accordance with the
Committees pre-approval policy described below.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Tax Fees include primarily tax return preparation and review, and tax planning and advice.
|--- | --------------------------------------------------------------------------------------------

PRE-APPROVAL

Among other things, the Audit
Committee is responsible for appointing, setting compensation for and overseeing the work of the independent accountants. The Audit Committees policy is to pre-approve all audit and permissible non-audit services provided by the independent
accountants. These services include audit and audit-related services, tax services and other services. The independent accountants and management are required to periodically report to the Audit Committee regarding the extent of services provided by
the independent accountants in accordance with this pre-approval policy, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis that the committee has not already
specifically approved. The Audit Committee commenced pre-approval of audit, audit-related, tax and other fees for services provided by the Companys independent accountants in January, 2003.



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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) and (2) The following is a list of the financial statements
of Community Financial Shares, Inc. included in this annual report on Form 10-K which are filed herewith in response to Part II Item 8:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of
December 31, 2005, 2004 and 2003.

Consolidated Statements of Income for the years ended December 31, 2005 and
2004.

Consolidated Statements of Stockholders Equity for the years ended December 31, 2005, 2004 and 2003.

Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003.

(a)(3) The exhibits listed on the Exhibit Index of this Form 10-K are filed herewith or are incorporated herein by reference to other filings. Each management contract or
compensatory plan or arrangement of the Company listed on the Exhibit Index is separately identified by an asterisk.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



COMMUNITY FINANCIAL SHARES, INC. RegistrantBy

/s/ Donald H. FischerDonald H. Fischer, Chairman of the Board, President
and Chief Executive OfficerDate

March 31, 2006


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below on March 31, 2006 by the following persons on behalf of the registrant and in the capacities indicated.



|                                                  |  |                                                                                 
|------------------------------------------------- |  | --------------------------------------------------------------------------------
|Signature                                         |  | Title                                                                           
|                                                  | 
|/s/ Donald H. Fischer Donald H.
Fischer           |  | Chairman of the Board, President & Chief Executive Officer (Principal Executive)
|                                                  | 
|/s/ Scott W. Hamer Scott W.
Hamer                 |  | Vice President, Chief Financial Officer and Principal Accounting Officer        
|                                                  | 
|/s/ Christopher P. Barton Christopher
P. Barton   |  | Vice President and Secretary                                                    
|                                                  | 
|/s/ William F. Behrmann William F.
Behrmann       |  | Director                                                                        
|                                                  | 
|/s/ Penny A. Belke Penny A.
Belke                 |  | Director                                                                        
|                                                  | 
|/s/ H. David Clayton H. David
Clayton             |  | Director                                                                        
|                                                  | 
|/s/ Raymond A. Dieter, Jr. Raymond A.
Dieter, Jr. |  | Director                                                                        
|                                                  | 
|/s/ Harold W. Gaede Harold W.
Gaede               |  | Director                                                                        
|                                                  | 
|/s/ Robert F. Haeger Robert F.
Haeger             |  | Director                                                                        
|                                                  | 
|/s/ Mary Beth Moran Mary Beth
Moran               |  | Director                                                                        
|                                                  | 
|/s/ Joseph S. Morrissey Joseph S.
Morrissey       |  | Director                                                                        
|                                                  | 
|/s/ John M. Mulherin John M.
Mulherin             |  | Director                                                                        



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##### Table of Contents

EXHIBITS INDEX



|               |  |                                                                                                                                                                                                            
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT NUMBER |  | EXHIBIT                                                                                                                                                                                                    
|               | 
|3.1            |  | Certificate of Incorporation of Community Financial Shares, Inc. (incorporated by reference to Annex B to the Companys Registration Statement on Form S-4, File No. 333-46622, filed
September 26, 2000). 
|               | 
|3.2            |  | Bylaws of Community Financial Shares, Inc. (incorporated by reference to Annex B to the Companys Registration Statement on Form S-4, File No. 333-46622, filed September 26,
2000).                       
|               | 
|**4.1          |  | Specimen Common Stock certificate.                                                                                                                                                                         
|               | 
|**4.2          |  | Community BankWheaton/Glen Ellyn Non-Qualified Stock Option Plan, as amended effective April 29, 1999.*                                                                                                   
|               | 
|**10.1         |  | Community Bank Directors Retirement Plan dated January 1, 1998.*                                                                                                                                           
|               | 
|10.2           |  | Form of change of control letter agreement with certain officers. (Incorporated by reference from Community Financial Shares, Inc., Form 10-QSB for the quarterly period ended June 30, 2002,
Exhibit 10.)*
|               | 
|**21           |  | Subsidiaries of the Company.                                                                                                                                                                               
|               | 
|**31.1         |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.                                                                                   
|               | 
|**31.2         |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.                                                                                   
|               | 
|**32.1         |  | Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.                                                                            
|               | 
|**32.2         |  | Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.                                                                            

---

|* | Denotes management contract or compensatory plan.
|- | -------------------------------------------------

|** | Exhibit filed herewith.
|-- | -----------------------



66