BYLAWSOFCOMMUNITY FINANCIAL CORPORATION(As Amended)

ARTICLE IShareholder Matters

Section 1.1   Annual Meetings

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A.	The annual meeting of the shareholders of the Corporation shall be held atsuch a place as may be decided by, the Board of Directors on a date during themonth of July, August or September of each and every year, the exact date,place and hour to be fixed by the Board of Directors.

B.	At the annual meeting of the shareholders of the Corporation, Directors shallbe elected and reports of the affairs of the Corporation shall be received andconsidered.  Any other business may be transacted which is within the powersof the shareholders, except that, if any shareholder shall bring new businessbefore the annual meeting, the shareholder must give advance notice as setforth in Section 1.6 of these Bylaws.

C.	The Board of Directors may designate any place, either within or without theCommonwealth of Virginia, as the place of meeting for any annual meeting orfor any special meeting.  If no place is designated by the Board, the place ofmeeting shall be the principal office of the Corporation.

Section 1.2     Special Meetings  Subject to the rights of the holders of any class or seriesof preferred stock of the Corporation, special meetings of shareholders of the Corporationmay be called only by the Chairman of the Board of Directors, the President, or the Boardof Directors pursuant to a resolution adopted by a majority of the total number ofdirectors which the Corporation would have if there were no vacancies on the Board ofDirectors (hereinafter the "Whole Board").

Section 1.3     Notice of Meetings  Notice of the time and place of every annual meetingor special meeting shall be mailed to each Shareholder of record entitled to vote at themeeting at his address as it appears on the records of the Corporation not less than ten(10) nor more than sixty (60) days before the date of such meeting (except as a differenttime may be specified by law).

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Section 1.4     Quorum   A majority of the votes entitled to be cast on a matter by a votinggroup constitutes a quorum of such voting group for action on such matter.  If there is nota quorum at the time for which a meeting shall have been called, the meeting may beadjourned from time to time by a majority of the shareholders present or represented byproxy without notice, other than by announcement at the meeting, until there is a quorum.

Section 1.5    Voting   Except as the Articles of Incorporation otherwise provide, at anymeeting of the shareholders, each outstanding share, regardless of class, is entitled to onevote on each matter voted on at a shareholders' meeting.

Section 1.6   Conduct of Business

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A.	The chairman of any meeting of shareholders shall determine the order ofbusiness and the procedure at the meeting, including such regulation of themanner of voting and the conduct of discussion as seem to him or her in order.

B.	At any annual meeting of the shareholders, only such business shall beconducted as shall have been brought before the meeting (i) by or at thedirection of the Board of Directors or (ii) by any shareholder of theCorporation who is entitled to vote with respect thereto and who complieswith the notice procedures set forth in this Section 1.6.  For business to beproperly brought before an annual meeting by a shareholder, the shareholdermust have given timely notice thereof in writing to the Secretary of theCorporation.  To be timely, a shareholder's notice must be delivered or mailedto and received at the principal executive offices of the Corporation not lessthan sixty (60) days prior to the anniversary of the preceding year's annualmeeting; provided, however, that in the event that the date of the annualmeeting is advanced by more than twenty days, or delayed by more than sixtydays from such anniversary date, notice by the shareholder to be timely mustbe so delivered not later than the close of business on the later of the sixtiethday prior to such annual meeting or the tenth day following the day on whichnotice of the date of the annual meeting was mailed or public announcementof the date of such meeting is first made.  A shareholder's notice to theSecretary shall set forth as to each matter such shareholder proposes to bringbefore the annual meeting (i) a brief description of the business desired to bebrought before the annual meeting and the reasons for conducting suchbusiness at the annual meeting, (ii) the name and address, as they appear onthe Corporation's books, of the shareholders who proposed such business, (iii)the class and number of shares of the Corporation's capital stock that arebeneficially owned by such shareholder and (iv) any material interest of suchshareholder in such business.  Notwithstanding anything in these Bylaws tothe contrary, no business shall be brought before or conducted at an annualmeeting except in accordance with the provisions of this Section 1.6.  Theofficer of the Corporation or other person presiding over the annual meetingshall, if the facts so warrant, determine and declare to the meeting that2NEXT PAGEbusiness was not properly brought before the meeting in accordance with theprovisions of this Section 1.6 and, if he should so determine, he shall sodeclare to the meeting and any such business so determined to be not properlybrought before the meeting shall not be transacted.
At any special meeting of the shareholders, only such business shall beconducted as shall have been described in the notice of meeting.

C.	Only persons who are nominated in accordance with the procedures set forthin these Bylaws shall be eligible for election as directors.  Nominations ofpersons for election to the Board of Directors of the Corporation may be madeat a meeting of shareholders at which directors are to be elected only (i) by orat the direction of the board of Directors or (ii) by any shareholder of thecorporation entitled to vote for the election of directors at the meeting whocomplies with the notice procedures set forth in this Section 1.6.  Suchnominations, other than those made by or at the direction of the Board ofDirectors, shall be made by timely notice in writing to the Secretary of theCorporation.  To be timely, a shareholder's notice shall be delivered or mailedto and received at the principal executive offices of the Corporation not lessthan 60 days prior to the date of the meeting; provided, however, that in theevent that less than 70 days' notice of the date of the meeting is first given ormade to shareholders by public announcement or mail, notice by theshareholder to be timely must be so received not later than the close ofbusiness on the 10th day following the day on which such notice of the date ofthe meeting was mailed or public announcement of the date of the meetingwas first made.  Such shareholder's notice shall set forth (i) as to each personwhom such shareholder proposes to nominate for election or re-election as adirector, all information relating to such person that is required to be disclosedin solicitations of proxies for election of directors, or is otherwise required, ineach case pursuant to Regulation 14A under the Securities Exchange Act of1934, as amended (including such person's written consent to being named inthe proxy statement as a nominee and to serving as a director if elected); and(ii) as to the shareholder giving the notice: (x) the name and address, as theyappear on the Corporation's books, of such shareholder and (y) the class andnumber of shares of the Corporation's  capital stock that are beneficiallyowned by such shareholder.  At the request of the Board of Directors, anyperson nominated by the Board of Directors for election as a director shallfurnish to the Secretary of the Corporation that information required to be setforth in a shareholder's notice of nomination which pertains to the nominee.No person shall be eligible for election as a director of the Corporation unlessnominated in accordance with the provisions of this Section 1.6.  The officerof the Corporation or other person presiding at the meeting shall, if the factsso warrant, determine that a nomination was not made in accordance withsuch provisions and, if he or she should so determine, he or she shall sodeclare to the meeting and the defective nomination shall be disregarded.
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Section 1.7	Order of Business.   All meetings of shareholders shall be conducted inaccordance with such rules as are prescribed by the Chairman of the meeting and theChairman shall determine the order of business at all meetings of the shareholders.

Section 1.8      Inspectors   The Board of Directors, in advance of any meeting ofshareholders, may, but shall not be required to, appoint one or more inspectors to act atsuch meeting or any adjournment thereof. If any of the inspectors so appointed shall failto appear or act, the Chairman of the meeting may appoint one or more inspectors.  Theinspectors shall determine the number of shares of capital stock of the Corporationoutstanding and the voting power of each, the number of shares represented at themeeting, the existence of a quorum, the validity and effect of proxies, and shall receivevotes, ballots or consents, hear and determine all challenges and questions arising inconnection with the right to vote, count and tabulate all votes, ballots or consents,determine the results, and do such acts as are proper to conduct the election or vote withfairness to all shareholders.  On request of the Chairman of the meeting, the inspectorsshall make a report of any challenge; request or matter determined by them and shallexecute a certificate of any fact found by them.  No director or candidate for the office ofdirector shall act as an inspector of an election of directors.  Inspectors need not beshareholders.

ARTICLE IIDirectors

Section 2.1    General Powers.   The business and affairs of the Corporation shall bemanaged under the direction of the Board of Directors and, except as otherwise expresslyprovided by law or by the Articles of Incorporation, or by these Bylaws, all of the powersof the Corporation shall be exercised by or under the authority of said Board of Directors.

Section 2.2     Number and Qualification   The Board of Directors shall consist of seven(7) Directors.

Section 2.3	Election of Directors   The Directors shall be elected at the annual meetingof shareholders, and shall hold their offices until their successors are elected inaccordance with the Articles of Incorporation.  Nominations for the election of Directorsshall be given in the manner provided in Section 2.9.

Section 2.4	Vacancies   The Board of Directors shall consist of three classes and, whenthe number of Directors is changed, the Board of Directors shall determine the class orclasses to which the increased or decreased number of Directors shall be apportioned;provided, that each class shall be equal or as nearly equal in size as possible; provided,further, that no decreases in the number of Directors shall affect the term of any Directorthen in office.

         Any vacancy occurring on the Board of Directors may be filled by theaffirmative vote of a majority of the remaining Directors although less than a quorum ofthe Board of Directors.  A Director elected to fill a vacancy shall be elected to serve untilthe next election of Directors4NEXT PAGEby the shareholders.  Any directorship to be filled by reasonof an increase in the number of Directors may be filled by election by the Board ofDirectors for a term of office continuing only until the next election of Directors by theshareholders.

Section 2.5	Honorary and Advisory Directors  The Board may appoint to the positionof Honorary Director or the position of Advisory Director such person or persons as itdeems appropriate.  Honorary Directors shall be entitled to receive notice of, and to attendall meetings of the Board, but they shall not be Directors and shall not be entitled to vote,nor shall they be counted in determining a quorum of the Board.  Advisory Directors shallbe entitled only to notice of meetings of Advisory or other Boards of the Corporation towhich they shall be appointed.  Honorary and Advisory Directors shall receive suchcompensation as may be authorized by the Board of Directors for attendance at meetingsof Advisory or other Boards to which such Advisory or Honorary Directors are appointed.

Section 2.6	Meetings of Directors  Meetings of the Board of Directors shall be held atplaces within or without the Commonwealth of Virginia and at times fixed by resolutionof the Board of Directors, or upon call of the Chairman of the Board of Directors or thePresident.  The Secretary, or officer performing his duties, shall give at least twenty-four(24) hours notice by telegraph, letter, telephone or in person, of all meetings of theDirectors; provided, that notice need not be given of regular meetings held at times andplaces fixed by resolution of the Board.  Regular meetings of the Board of Directors shallbe held at least six times in every calendar year.  Meetings may be held at any timewithout notice if all of the Directors are present, or if those not present waive noticeeither before or after the meeting.  Neither the business to be transacted nor the purposeof any annual or special meeting of the Board of Directors need be specified in the noticeor wavier of notice of such meeting.

Section 2.7	Quorum   A majority of the members of the Board of Directors shallconstitute a quorum.

Section 2.8	Compensation  The Board of Directors shall fix the compensation of theDirectors.

Section 2.9	Nominating Committee  The Board of Directors may appoint aNominating Committee of the Board, consisting of not less than three (3) members, oneof which shall be the President if, and only so long as, the President remains in office as amember of the Board of Directors.  The Nominating Committee shall have authority (a)to review any nominations for election to the Board of Directors made by a shareholder ofthe Corporation pursuant to Section 1.6 of Article I of these Bylaws in order to determinecompliance with such Bylaw and (b) to recommend to the Whole Board nominees forelection to the Board of Directors to replace those directors whose terms expire at theannual meeting of shareholders next ensuing.
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Section 2.10	Age Limitations  No person shall continue to serve as a Director of theCorporation beyond the last day of the calendar year in which such person reaches 70years of age.  On the last day of the calendar year in which any director reaches age 70,such persons shall automatically cease to be a director and the Board shall fill oreliminate such vacancy pursuant to the provisions of the Corporation's Articles ofIncorporation and Bylaws.

ARTICLE IIIExecutive Committee

Section 3.1	Appointment  The Board of Directors, by resolution adopted by a majorityof the full Board, may designate the Chief Executive Officer and two or more of the otherDirectors to constitute an Executive Committee.  The designation of any committeepursuant to this Article III and the delegation of authority thereto shall not operate torelieve the Board of Directors, or any Director, of any responsibility imposed by law orregulation.

Section 3.2	Authority  The Executive Committee, when the Board of Directors is notin session, shall have and may exercise all the powers and authority of the Board ofDirectors in the management of the business and affairs of the Corporation, and mayauthorize the seal of the Corporation to be affixed to all papers which may require it,except to the extent, if any, that such powers and authority shall be limited by resolutionof the Board of Directors or Virginia law.

Section 3.3	Tenure   Each member of the Executive Committee shall hold office untilthe next annual regular meeting of the Board of Directors following his designation anduntil his successor is designated as a member of the Executive Committee.

Section 3.4	Meetings  Regular meetings of the Executive Committee may be heldwithout notice at such times and places as the Executive Committee may fix from time totime by resolution.  Special meetings of the Executive Committee may be called by anymember thereof upon not less than one day's notice stating the place, date and hour of themeeting, which notice may be written or oral.  Any members of the Executive Committeemay waive notice of any meeting and no notice of any meeting need be given to anymember thereof who attends in person.  The notice of a meeting of the ExecutiveCommittee need not state the business proposed to be transacted at the meeting.

ARTICLE IVOfficers

Section 4.1	General   The officers of the Corporation shall be chosen by the Board ofDirectors and shall be a President, a Secretary and a Treasurer.  The Chairman of theBoard may also be designated as an officer.  The Board of Directors may designate one ormore Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers.  Theoffices of Secretary and Treasurer may be held by the same6NEXT PAGEperson and a Vice President may also be either the Secretary or the Treasurer.  The officers of the Corporation neednot be either shareholders or Directors of the Corporation.

Section 4.2	Election   The Board of Directors at its first meting held after the annualmeeting of shareholders shall elect annually the officers of the Corporation who shallexercise such powers and perform such duties as shall be set forth in these Bylaws and asdetermined from time to time by the Board of Directors; and all officers of theCorporation shall hold office until their successors are chosen and qualified, or until theirearlier resignation or removal.  Any officer elected by the Board of Directors may beremoved at any time by the affirmative vote of a majority of the Board of Directors. Anyvacancy occurring in any office of the Corporation shall be filled by the Board ofDirectors.  The salaries of all officers of the Corporation shall be fixed by the Board ofDirectors.

Section 4.3	Removal  Any officer may be removed by the Board of Directorswhenever in its judgment the best interests of the Corporation will be served thereby, butsuch removal, other than for cause, shall be without prejudice to the contract rights, ifany, of the person so removed.

Section 4.4	Voting Securities Owned by the Corporation   Powers of attorney, proxies,waivers of notice of meeting, consents and other instruments relating to securities ownedby the Corporation may be executed in the name of and on behalf of the Corporation bythe President or any Vice President, and any such officer may, in the name of and onbehalf of the Corporation, take all such action as any such officer may deem advisable tovote in person or by proxy at any meeting of security holders of any corporation whichthe Corporation may own securities and at any such meeting shall possess and mayexercise any and all rights and power incident to the ownership of such securities andwhich, as the owner thereof, the Corporation might have exercised and possessed ifpresent.  The Board of Directors may, by resolution, from time to time confer like powersupon any other person or persons.

Section 4.5	President  The President shall be a director of the Corporation.  ThePresident or the Chairman of the Board, as designated by the Board of Directors, shall bethe chief executive officer.  The President shall, subject to the control of the Board ofDirectors, have general supervision of the business of the Corporation and shall see thatall orders and resolutions of the Board of Directors are carried into effect.  He shallexecute all bonds, mortgages, contracts and other instruments of the Corporationrequiring a seal, under the seal of the Corporation, except where required or permitted bylaw to be otherwise signed and executed and except that the other officers of theCorporation may sign and execute documents when so authorized by these Bylaws, theBoard of Directors or the President.  If so designated by the Board of Directors, thePresident shall preside at the annual meetings and special meetings of the shareholders.The President shall also perform such other duties and may exercise such other powers asfrom time to time assigned to him by these Bylaws or by the Board of Directors.
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Section 4.6	Vice President  At the request of the President or in his absence or in theevent of his inability or refusal to act, the Vice President or the Vice Presidents if there ismore than one (in order designated by the Board of Directors) shall perform the duties ofthe President, and when so acting, shall have all the powers and be subject to all therestrictions upon the President.  Each Vice President shall perform such other duties andhave such other powers as the Board of Directors from time to time may prescribe.  TheBoard of Directors may designate one or more Vice Presidents as executive VicePresident or senior Vice President.  If there is no Vice President, the Board of Directorsshall designate the officer of the Corporation who, in the absence of the President or inthe event of the inability or refusal of the President to act, shall perform the duties of thePresident, and when so acting, shall have all the powers of and be subject to all therestrictions upon the President.

Section 4.7	Secretary  The Secretary shall attend all meetings of the Board of Directorsand all meetings of shareholders and record all the proceedings thereat in a book or booksto be kept for that purpose; the Secretary shall also perform like duties for the standingcommittees when required.  The Secretary shall give, or cause to be given, notice of allmeetings of the shareholders and special meetings of the Board of Directors, and shallperform such other duties as may be prescribed by the Board of Directors or President,under whose supervision he shall be.  If the Secretary shall be unable or shall refuse tocause to be given notice of all meetings of the shareholders and special meetings of theBoard of Directors, and if there be no Assistant Secretary, then either the Board ofDirectors or the President may choose another officer to cause such notice to be given.The Secretary shall have custody of the seal of the Corporation and the Secretary or anyAssistant Secretary, if there is one, shall have authority to affix the same to anyinstrument requiring it and when so affixed, it may be attested by the signature of theSecretary or by the signature of any such Assistant Secretary.  The Board of Directorsmay give general authority to any other officer to affix the seal of the Corporation and toattest the affixing by his signature.  The Secretary shall see that all books, reports,statements, certificates and other documents and records required by law to be kept orfiled are properly kept or filed, as the case may be.

Section 4.8	Treasurer  The Treasurer shall have the custody of the corporate funds andsecurities and shall keep full and accurate accounts of receipts and disbursements inbooks belonging to the Corporation and shall deposit all moneys and other valuableeffects in the name and to the credit of the Corporation in such depositories as may bedesignated by the Board of Directors.  The Treasurer shall disburse the funds of theCorporation as may be ordered by the Board of Directors, taking proper vouchers for suchdisbursements, and shall render to the President and the Board of Directors, at its regularmeetings, or when the Board of Directors so requires, an account of all his transactions asTreasurer and of the financial condition of the Corporation.  If required by the Board ofDirectors, the Treasurer shall give the Corporation a bond in such sum and with suchsurety or sureties as shall be satisfactory to the Board of Directors for the faithfulperformance of the duties of his office and for the restoration to the Corporation, in caseof his death, resignation, retirement or removal from8NEXT PAGEoffice, of all books, papers, vouchers, money and other property of whatever kind in his possession or under hiscontrol belonging to the Corporation.

Section 4.9	Assistant Secretaries  Except as may be otherwise provided in theseBylaws, Assistant secretaries, if there is any, shall perform such duties and have suchpowers as from time to time may be assigned to them by the Board of Directors, thePresident, any Vice President, if there is one, or the Secretary, and in the absence of theSecretary or in the event of his disability or refusal to act, shall perform the duties of theSecretary, and when so acting, shall have all the powers of and be subject to all therestrictions upon the Secretary.

Section 4.10	Assistant Treasurers  Assistant Treasurers, if there is any, shall performsuch duties and have such powers as from time to time may be assigned to them by theBoard of Directors, the President, any Vice President, if there is one, or the Treasurer, andin the absence of the Treasurer, and when so acting, shall have all the powers of and besubject to all the restrictions upon the Treasurer.  If required by the Board of Directors, anAssistant Treasurer shall give the Corporation a bond in such sum and with such surety orsureties as shall be satisfactory to the Board of Directors for the faithful performance ofthe duties of his office and for the restoration to the Corporation, in case of his death,resignation, retirement or removal from office, of all books, papers, vouchers, money andother property of whatever kind in his possession or under his control belonging to theCorporation.

Section 4.11	Other Officers  Such other officers as the Board of Directors may chooseshall perform such duties and have such powers as from time to time may be assigned tothem by the Board of Directors.  The Board of Directors may delegate to any other officerof the Corporation the power to choose such other officers and to prescribe theirrespective duties and powers.

ARTICLE VCapital Stock

Section 5.1	Issues of Certificate of Stock  Certificates of capital stock shall be in suchform as may be prescribed by law and by the Board of Directors.  All certificates shall besigned by the President and by the Secretary or an Assistant Secretary, or by any othertwo Officers authorized by resolution of the Board of Directors.

Section 5.2	Transfer of Stock  The stock of the Corporation shall be transferable orassignable on the books of the Corporation by the holders in person or by attorney onsurrender of the certificate or certificates for such shares duly endorsed, and, if sought tobe transferred by attorney, accompanied by a written power of attorney to have such stocktransferred on the books of the Corporation.

Section 5.3	Restrictions on Transfer of Stock  Any restrictions that may be imposed bylaw, by the Articles of Incorporation or Bylaws of the Corporation, or by an agreementamong shareholders of the Corporation, shall be noted conspicuously on the front or backof all certificates representing shares of stock of the Corporation.
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Section 5.4	Lost, Destroyed or Mutilated Certificates  The holder of stock of theCorporation shall immediately notify the Corporation of any loss, destruction, ormutilation of the certificate therefore, and the Corporation may in its discretion cause oneor more new certificates for the same aggregate number of shares to be issued to suchStockholder upon the surrender of the mutilated certificate, or upon satisfactory proof ofsuch loss or destruction accompanied by the deposit of a bond in such form and amountand with such surety as the Corporation may require.

Section 5.5	Holder of Record  The Corporation shall be entitled to treat the holder ofrecord of any share or shares of stock as the holder thereof in fact and shall not be boundto recognize any equitable or other claim to or interest in such shares of stock on the partof any other person, whether or not it shall have express or other notice thereof, except asotherwise expressly provided by law.

Section 5.6	Record Date  The Board of Directors shall fix in advance the record datein order to make a determination of shareholders for any purpose, including thedetermination of shareholders entitled to notice of or to vote at any shareholders' meetingor entitled to payment of any dividend or distribution to shareholders.  Such record dateshall not be more than seventy (70) days prior to the date on which the particular actionrequiring such determination of shareholders is to be taken.

Section 5.7	Control Share Acquisitions   Article 14.1 of the Virginia StockCorporation Act shall not apply to the Corporation.

ARTICLE VIMiscellaneous Provisions

Section 6.1	Seal  The seal of the Corporation shall be circular in shape with the nameof the Corporation around the circumference thereof, and the word "SEAL" in the centerthereof.

Section 6.2	Examination of the Books and Records  The books and records of accountof the Corporation, the minutes of the proceedings of the shareholders, the Board andCommittees appointed by the Board of Directors and the records of the shareholdersshowing the names and addresses of all shareholders and the number of shares held byeach, shall be subject to inspection during the normal business hours by any person whois a duly qualified Director of the Corporation at the time he makes such inspection.Shareholders shall have such rights to inspect records of the Corporation as are prescribedby applicable law.
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Section 6.3	Checks, Notes and Drafts  Checks, notes, drafts, and other orders for thepayment of money shall be signed by such persons as the Board of Directors from time totime may authorize.

Section 6.4	Amendments to Bylaws   These Bylaws may be altered, amended orrepealed in accordance with the Articles of Incorporation.

Section 6.5	Voting of Stock Held  Unless otherwise provided by resolution of theBoard of Directors, the Chairman of the Board of Directors, the President or anyExecutive Vice President may from time to time appoint an attorney or attorneys as agentor agents of the Corporation to cast in the name of the Corporation the votes which theCorporation may be entitled to cast as a shareholder or otherwise in any othercorporation, any of whose stock or securities may be held by the Corporation, at meetingsof the holders of the stock or other securities of such other corporation,  or to consent inwriting to any action by any such other corporation; and such Officers may instruct theperson or persons so appointed as to the manner of casting such votes or giving suchconsent, and may execute or cause to be executed on behalf of the Corporation and underits corporate seal, or otherwise, such written proxies, consents, waivers, or otherinstruments as may be necessary or proper in the premises; or any of such Officers mayhimself attend any meeting of the holders of stock or other securities of any such othercorporation and there vote or exercise any or all other powers of the Corporation as theholder of such stock or other securities of such other corporation.
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