10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

COMMUNITY FINANCIAL SHARES, INC.

(Exact name of registrant as specified in its charter)

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)

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

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.

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

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.

9

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.

10

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.

11

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.

12

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.

13

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.

14

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

	2005					2004					2003
	Average Balance			Yield/ Rate (%)		Average Balance			Yield/ Rate (%)		Average Balance			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	%

16

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	Less than 1 year		Yield		1 to 5 years		Yield		5 to 10 years		Yield		Over 10 years		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.

17

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
	Within one Year		After one but Within Five years		After five Years		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

18

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

19

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.

20

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

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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
	Change Due to Rate			Change Due to Volume			Total Change			Change Due to Rate			Change Due to Volume			Total Change
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.

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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.

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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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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 industrial 1	$	925	13.6	%	$	1,066	21.6	%	$	959	24.2	%
Real estate mortgage 2		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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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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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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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		2011 and 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.

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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.

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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.

32

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 Point Rate Shift Up		300 Basis Point Rate 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 Point Rate Shift Down		300 Basis Point Rate Shift Down
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

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

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

35

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

COMMUNITY FINANCIAL SHARES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Years ended December 31, 2005, 2004 and 2003

(Dollars in thousands, except share data)

	Number Of Common Shares		Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ 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

37

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.

39

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.

40

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		Gross Unrealized Gains		Gross Unrealized Losses
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.

41

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.

	Amortized Cost		Fair Value
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.

42

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
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
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
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
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

43

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.

44

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

45

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 Risk Weighted Assets				Tier 1 Capital to Average Assets
	Total		Tier 1
Well capitalized	10	%	6	%	5	%
Adequately capitalized	8		4		4
Undercapitalized	6		3		3

46

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

	Actual				Minimum for Capital Adequacy Purposes				Minimum to Be Well Capitalized
	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.

47

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	)

48

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.

49

A summary of the activity in the Plan follows:

	2005					2004					2003
	Shares			Weighted- Average Exercise Price		Shares			Weighted- Average Exercise Price		Shares			Weighted- Average Exercise Price
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	Number Outstanding	Weighted- Average Remaining Contractual Life	Weighted- Average Exercise Price	Number Exercisable	Weighted- Average Exercise Price
$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

50

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		Carrying Value		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.

51

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

52

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:

	Interest Income		Interest Expense		Net Interest Income		Provision for Loan Losses		Securities Gains (Losses)		Net Income		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

53

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.

54

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	Director Since
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

55

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.

56

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.

57

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-Term Compensation Awards
Name and Principal Positions as of December 31, 2005	Year	Salary ($)		Bonus ($)		Securities Underlying Options (#)	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 on March 15, 2006
Name of Beneficial Owner	Number of Shares	Percent of Common Stock Outstanding
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 be issued upon exercise of outstanding options, warrants and rights	Weighted Average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans*
	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.                                 Registrant
By	/s/ Donald H. Fischer
	Donald H. Fischer, Chairman of the Board, President and Chief Executive Officer
Date	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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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.

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EX-4.1

Exhibit 4.1

ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE

Community

Financial Shares, Inc.

SEE REVERSE SIDE FOR CERTAIN DEFINITlONS

CUSIP 20366P 10 0

COMMON SHARES WITH NO PAR VALUE COMMUNITY FINANCIAL SHARES, INC.

transferable on the books of the Corporation by the registered holder in person or by Attorney duly authorized in writing upon surrender of this Certificate property endorsed. This Certificate and the shares represented hereby are subject to the laws of the State of Delaware, and to the Articles of Incorporation and Bylaws of the Corporation, as how or hereafter amended.

This Certificate is not valid unless countersigned by the Transfer agent of the Corporation.

WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS.

Dated:

SECRETARY

CHAIRMAN & PRESIDENT

The Shares represented by this Certificate are transferable at the offices of illinois Stock transfer Company, Chicago, Illinois.

Athorized Officer

Countersigned:

Illinois Stock Transfer Company

Transfer Agent

CFS. This Certifies that is the registered holder of

Specimen

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS. RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF THE CORPORATION’S AUTHORIZED SHARES AND THE VARIATIONS IN RIGHTS. PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, AND AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOP FUTURE SERIES, OF THE CORPORATION’S CAPITAL STOCK.

For value received hereby sell, assign and transfer unto

TAXPAYER IDENTIFYING NUMBER

PLEASE PRINT OR TYPE - NAME NAD ADDRESS OF ASSIGNEE SHARES

Cust State Minor

of the capital stock represented by the within Certificate and do hereby irrevocably constitute and appoint Attorney to transfer the sold stock on the books of the within- named Corporation with full power of substitution in the

Dated 20

Signature(s)

Signature(s)

IMPORTANT

NOTICE: THE SIGNATURE(S) ON THIS ASSIGNMENT MUST CORRESPOND WITH THH

NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR.

WITHOUT ALTERATION OR ENLARGEMENT. OR ANY CHANGE WHATSOEVER.

A NOTARY SEE NOT ACCEPTABLE. THE SIGNATURE(S) BE GUARANTEED BY

AN ELIGIBLE GUARANTOR INSTITUTION SUCH AS A COMMERCIAL BANK, TRUST COMPANY. SAVINGS AND LOAN, CREDIT UNION OR BR0K6A WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17AD-15.

Medallion Signature(s) guarantee:

EX-4.2

EXHIBIT 4.2

COMMUNITY FINANCIAL SHARES, INC.

NON-QUALIFIED STOCK OPTION PLAN

ARTICLE I

Definitions

Section 1.1. Definitions. As used herein, the following terms shall have the meanings set forth below, unless the context clearly requires otherwise:

(a) “Applicable Event” shall mean (i) the expiration of a tender offer or exchange offer pursuant to which more than 50 percent of the Bank’s issued and outstanding stock has been purchased, or (ii) the approval by the shareholders of the Bank of an agreement to merge or consolidate the Bank with or into another entity where the Bank is not the surviving entity, or an agreement to sell or otherwise dispose of all or substantially all of the Bank’s assets (including a plan of liquidation).

(b) “Bank” shall mean Community Financial Shares, Inc.

(c) “Committee” shall mean the Compensation Committee.

(d) “Director” shall mean a member of the Board of Directors of the Bank, including a non-employee director of the Bank.

(e) “Effective Date” with respect to the Plan shall mean the date specified in Section 2.3 as the Effective Date.

(f) “Fair Market Value” with respect to a share of Stock shall mean the fair market value of the Stock, as determined by application of such reasonable valuation methods as the Committee shall adopt or apply. The Committee’s determination of Fair Market Value shall be conclusive and binding on the Bank and the Optionee.

(g) “Option shall mean an option to purchase Stock granted pursuant to then provisions of the Plan.

(h) “Optionee” shall mean a Director, officer or employee of the Bank to whom an Option has been granted.

(i) “Plan” shall mean the Community Financial Shares, Inc. Non-Qualified Stock Option Plan, the terms of which are set forth herein.

(j) “Plan Year” shall mean the twelve month period beginning on the Effective Date, and each twelve month period thereafter beginning on the anniversary of the Effective Date.

(k) “Board” shall mean the Board of Directors of the Bank.

(l) “Stock” shall mean the Common Stock, no par value, of the Bank, or, in the event that the outstanding shares of Stock are changed into or exchanged for shares of a different stock or securities of the Bank or some other entity, such other stock or securities.

(m) “Stock Option Agreement” shall mean the agreement between the Bank and the Optionee under which the Optionee may purchase Stock pursuant to the terms of the Plan.

ARTICLE II

THE PLAN

Section 2.1. Name. This plan shall be known as the “Community Financial Shares, Inc. Non-Qualified Stock Option Plan.”

Section 2.2. Purpose. The purpose of the plan is to advance the interests of the Bank and its shareholders by affording to Directors and executive and senior management officers of the Bank an opportunity to acquire or increase their proprietary interest in the Bank by the grant to such persons of Options under the terms set forth herein. By encouraging such persons to become owners or increase their ownership of the Bank, the Bank seeks to attract, motivate, reward and retain those highly competent individuals upon whose judgment, initiative, leadership and efforts the success of the Bank depends.

Section 2.3. Effective Date and Term. The Plan was approved by the Board of Directors of the Bank on March 20, 1996, and shall be effective on July 1, 1996, as approved by a majority of the shareholders of the Bank present in person or by proxy at the meeting of shareholders of the Bank held on April 24, 1996. The Plan was amended by the shareholders on April 21, 1999 & May 23, 2001.

ARTICLE III

Administration

Section 3.1. Administration.

(a) The Plan shall be administered by the Committee. Subject to the express provisions of the Plan, and by authority of the Board of Directors, the Committee shall have responsibility to administer the Plan.

(b) Meetings of the Committee shall be held at such times and places as shall be determined from time to time by the Committee. A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the vote of a majority of those members present at any meeting shall decide any question brought before the meeting. In addition, the Committee may take any action otherwise proper under the Plan by the affirmative vote, taken without a meeting, of a majority of its members.

(c) No member of the Committee shall be liable for any act or omission of any other member of the Committee or for any act of omission on his own part, including, but not limited to, the exercise of any power or discretion given to him under the Plan, except those resulting from his own gross negligence or willful misconduct. All questions of interpretations and application with respect to the Plan or Options granted thereunder shall be subject to the determination, which shall be final and binding, of a majority of the whole Committee.

Section 3.2. Bank Assistance. The Bank shall supply full and timely information to the Committee on all matters relating to eligible employees, their employment, death, retirement, disability or other termination of employment, and such other pertinent facts as the Committee may require. The Bank shall furnish the Committee with such clerical and other assistance as is necessary in the performance of its duties.

ARTICLE IV

Optionees

Section 4.1. Eligibility. Directors, executive and management officers of the Bank, as selected by the Board, shall be eligible to participate in the Plan. The Board may grant Options to any eligible individual subject to the distribution provisions in Section 5.01.

ARTICLE V

Shares of Stock Subject to Plan

Section 5.1. Grant of Options and Limitations. The total number of shares of Common Stock that may be subject to Options under the Plan shall be 40,400 shares.

Section 5.2. Options Under Plan. In the event that any Option granted under the Plan expires unexercised or is terminated, surrendered or canceled without being exercised, in whole or in part, for any reason, then the number of shares of Stock theretofore subject to such Option, or the unexercised, terminated, surrendered, forfeited, canceled or reacquired portion thereof, shall be added to the remaining number of shares of Stock that may be subject to Options under the Plan. Such Options include Options to former holders of such Options, and which terms may be more or less favorable than those applicable to such former holders of Options.

Section 5.3. Antidilution. The provisions of subsections (a) and (b) shall apply in the event that the outstanding shares of Stock are changed into or exchanged for a different number or kind of shares or other securities of the Bank or another entity by reason of any merger, consolidation, reorganization, recapitalization, reclassification, combination, stock split or stock dividend.

(a) The aggregate number and kind of shares of Stock subject to Options and the Option price for such Options, which may be granted hereunder, shall be adjusted appropriately.

(b) Where dissolution or liquidation of the Bank or any merger or combination in which the Bank is not a surviving company is involved, each outstanding Option granted hereunder shall, subject to Section 6.8, be vested and available for immediate purchase.

The foregoing adjustments and the manner of application of the foregoing provisions shall be determined solely by the Committee, and any such adjustment may provide for the elimination of fractional share interests.

ARTICLE VI

Options

Section 6.1. Option Grant and Agreement. Each Option granted hereunder shall be evidenced by minutes of a meeting or the written consent of at least a majority of the members of the Committee and by a written Stock Option Agreement dated as of the date of grant and executed by the Bank and the Optionee. The Stock Option Agreement shall set forth such terms and conditions as may be determined by the Committee consistent with the Plan.

Section 6.2. Option Price. The exercise price of the Stock subject to each Option shall not be less than the Fair Market Value of the Stock on the date the Option is granted.

Section 6.3. Option Grant and Exercise Periods. The period for exercise of each Option shall be determined by the Committee, but in no instance shall such period extend beyond the tenth anniversary of the date of grant of the Option.

Section 6.4. Option Exercise.

(a) The Bank shall not be required to sell or issue shares under any Option if the issuance of such shares shall constitute or result in a violation by the Optionee or the Bank of any provisions of any law, statute or regulation of any governmental authority. Specifically, in connection with the Securities Act of 1993 (the “Act”), upon exercise of any Option, the Bank shall not be required to issue such shares unless the Committee has received evidence satisfactory to it to the effect that registration under the Act and applicable state securities laws is not required, unless the offer and sale of securities under the Plan is registered or qualified under the Act and applicable state laws. Any determination in this connection by the Committee shall be final, binding and conclusive. If shares are issued under any Option without registrations under the Act or applicable state securities laws, the Optionee may be required to accept the shares subject to such restrictions on transferability as may in the reasonable judgment of the Committee be required to comply with exemptions from registrations under such laws. The Bank may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Act or applicable state securities laws. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of an Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority.

(b) Subject to Section 6.4(c), and such terms and conditions as may be determined by the Committee in its sole discretion upon the grant of an Option, an Option may be exercised in whole or in part (but with respect to whole shares only) and from time to time by delivering to the Bank at its principal office written notice of intent to exercise the Option with respect to a specified number of shares.

(c) An Option shall be exercisable according to the vesting schedule noted as Schedule “A (2).” Provided, however, that upon the earlier of (i) the Optionee’s 72nd birthday, or (ii) the occurrence of an Applicable Event, all Options granted to the Optionee shall be fully exercisable in accordance with the terms of the Plan.

(d) Subject to such terms and conditions as may be determined by the Committee in its sole discretion upon grant of an Option, payment for the shares to be acquired pursuant to exercise of the Option shall be made as follows:

(1) by delivering to the Bank at its principal office a cashier’s or certified check, payable to the order of the Bank, in the amount of the Option price for the number of shares of Stock with respect to which the Option is then being exercised.

Section 6.5. Nontransferability of Option. No Option may be transferred by an Optionee under any circumstances. During the lifetime of an Optionee the Option shall be exercisable only by the Optionee.

Section 6.6. Effect of Termination of Employment or Death.

(a) If an Optionee’s status as a Director or as an employee of the Bank terminates for any reason, other than the death of the Optionee, before the date of expiration of Options held by such Optionee, such Options shall become null and void on the 30th day following the date of such termination. The date of such termination shall be the date the Optionee ceases to be a Director or an employee of the Bank.

(b) If an Optionee dies before the expiration of Options held by the Optionee, such Options shall terminate on the earlier of (i) the date of expiration of the Options, or (ii) one year following the date of the Optionee’s death. The executor or administrator of the estate of a deceased Optionee, or the person or persons to whom an Option granted hereunder shall have been validly transferred by the executor or the administrator of the Optionee’s estate, shall have the right to exercise the Optionee’s Option. To the extent that such Option would otherwise be exercisable under the terms of the Plan and the Optionee’s Stock Option Agreement, such exercise may occur at any time prior to the termination date specified in the preceding sentence.

Section 6.7. Rights as Shareholder. An Optionee shall have no rights as a shareholder with respect to any share subject to such Option prior to the exercise of the Option and the purchase of such shares.

Section 6.8. Limited Rights. Within the later of (i) the occurrence of an Applicable Event, or (ii) 30 days following the date on which the Bank obtains knowledge of and notifies an Optionee of an Applicable Event, an Optionee shall have the right (without regard to the limitation on the exercise of Options set forth in Section 6.4(c) of the Plan and similar limitations in the Stock Option Agreement) to exercise options then held, or to surrender unexercised Options in exchange for a cash amount. Such cash amount shall be equal to the product of (1) the number of shares of Stock subject to the Option, or portion thereof which is surrendered, multiplied by (2) the amount by which the highest price paid or to be paid per share pursuant to an applicable Event exceeds the exercise price.

ARTICLE VII

Termination, Amendment and Modification of Plan

Section 7.1 Termination and Amendment of Plan.

(a) The Board of Directors of the Bank may at any time terminate, suspend, amend or modify the Plan, without the authorization of the stockholders, to the extent permitted by law, regulation or stock exchange requirements.

(b) No termination, suspension, amendment or modification of the Plan shall adversely affect any right acquired by any Participant under an Option granted before the date of such termination, suspension, amendment or modification, unless such Optionee shall consent; but it shall be conclusively presumed that any adjustment for changes in capitalization as provided for herein does not adversely affect any such right.

ARTICLE VIII

Miscellaneous

Section 8.1. Application of Funds. The proceeds received by the Company from the sale of Stock pursuant to Options shall be used for general corporate purposes.

Section 8.2. Tenure. Nothing in the Plan or in any Option granted hereunder or in any Stock Option Agreement relating thereto shall confer upon any Director, or upon any officer or employee, the right to continue in such position with the Bank.

Section 8.3. Other Compensation Plans. The adoption of the Plan shall not affect any other stock option or incentive or other compensation plans in effect for the Bank, nor shall the Plan preclude the Bank from establishing any other forms of incentive or other compensation for Directors, officers or employees of the Bank.

Section 8.4. No Obligation to Exercise Options. The granting of an Option shall impose no obligation upon the Optionee to exercise such Option.

Section 8.5. Plan Binding on Successors. The Plan shall be binding upon the successors and assigns of the Bank.

Section 8.6. Singular, Plural Gender. Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include feminine.

Section 8.7. Headings, Etc., No Part of Plan. Headings of Articles and Sections hereof are inserted for convenience of reference; they constitute no part of the Plan.

Signed this      day of                         , 200  .

COMMUNITY FINANCIAL SHARES, INC.

BY:
	Chairman of the Board of Directors

EX-10.1

EXHIBIT 10.1

DIRECTORS DEFERRED COMPENSATION AGREEMENT

THIS AGREEMENT made and entered into this      day of                          1996, by and between Community Bank-Wheaton/Glen Ellyn, a Banking Corporation incorporated under the laws of Illinois (hereinafter referred to as “the Bank”), and                          (hereinafter referred to as “the Director”):

WHEREAS, the Bank and the Director wish to enter into an agreement relating to the Director’s services to the Bank upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the payments herein provided and of mutual agreements contained herein, the parties hereto agree as follows:

I. DIRECTORS SERVICES

So long as he shall continue to be a director of the Bank, the Director shall devote his best efforts to the performance of his duties as member of the Board of Directors and of any of its committees to which he is appointed.

II. FEES

The fees covered under this Agreement shall be any and all amounts paid to the Director for his services as a director, including but not limited to annual fees, meeting fees, and committee fees. The fees covered under this Agreement shall be credited to the Director in the manner and on the terms and conditions specified in Paragraph IV subject to the election requirement of Paragraph III.

III. ELECTION OF DEFERRED COMPENSATION

The Director shall at the same time as entering this Agreement file a written statement with the Bank notifying them as to the percent (%) or dollar amount of fees as defined in Paragraph II that is to be deferred. The election to defer fees may only be made for fees not yet earned as of the date of said election. Signed written statements filed under this section unless modified or revoked, shall be valid for all succeeding years. Any modification or revocation of a signed written statement must be in writing and shall be effective for calendar years succeeding the year in which the modification or revocation is made.

IV. CREDITS TO DEFERRED COMPENSATION ACCOUNT

The Bank shall establish a bookkeeping account for the Director (hereinafter called the “Directors Deferred Compensation Account”) which shall be credited on the dates such fees, as defined in Paragraph II, would otherwise have been paid with the percentage or dollar amount that the Director has notified the Bank in writing, pursuant to Paragraph III, that he elected to have deferred.

V. INTEREST ON THE DEFERRED COMPENSATION ACCOUNT

The Directors Deferred Compensation Account shall be credited with an amount that is in addition to the fees credited under Paragraph IV. Such amount shall be determined by

multiplying the balance of the Directors Deferred Compensation Account by a rate of interest equal to seven percent (7%). Such rate shall be adjusted annually. Such amount shall be credited on December 31 of each year.

VI. NATURE OF THE DEFERRED COMPENSATION ACCOUNT

The Directors Deferred Compensation Account shall be utilized solely as a device for the measurement and determination of the amount of deferred compensation to be paid to the Director at the times hereinafter specified and the Bank shall not segregate any of its assets in order to satisfy any obligations under these Agreements. The Directors Deferred Compensation Account shall not constitute or be treated as a trust fund of any kind. On the contrary, it is understood that all amounts credited to the Directors Deferred Compensation Account shall be for the sole purpose of bookkeeping and remain the sole property of the Bank, and that the Director shall have no ownership rights of any nature with respect thereto. The Director’s rights are limited to the rights to receive payments and hereinafter provided and the Director’s position with respect thereto is that of a general unsecured creditor of the Bank.

VII. PAYMENT OF DIRECTOR’S DEFERRED COMPENSATION

The amounts in the Directors Deferred Compensation Account shall be paid in equal monthly installments for one hundred and twenty (120) months. The amount payable would be the balance of the Director’s Deferred Compensation Account as defined in Section IV, including all interest credit pursuant to Paragraph V.

VIII. PAYMENT OF MONTHLY INSTALLMENTS

Installment payments of deferred amounts shall commence on the first day of the calendar month following the end of the Director’s term of office due to resignation, removal, or failure to be re-elected.

IX. DEATH OF DIRECTOR PRIOR TO TERMINATION OF SERVICE OR COMMENCEMENT OF PAYMENTS

In the event of the death of the Director prior to termination of service or commencement of payment, payments shall commence under this Paragraph within thirty (30) days after the Director’s death and shall be made to a beneficiary or beneficiaries designated by the Director in writing and delivered to the Bank’s president. The Director shall have the right to change his designate beneficiary from time to time. In the event no designation is made, the Director’s account balance shall be paid in a lump sum, to his estate. The Bank shall annually calculate the amount payable pursuant to this Paragraph and advise the Director no later than June 30 the amount that would be payable to the beneficiary in the event of his death.

X. DIRECTOR’S DEATH

In the event of the death of the Director after commencement of payments, but prior to his receiving all payments due him under this Agreement, the remaining payments shall be paid to a beneficiary or beneficiaries designated by him in writing and delivered to the Bank’s president. The Director shall have the right to change his designated beneficiary from time to time. In the event no designation is made, the Director’s account balances shall be paid, in a lump sum, to his estate. The lump sum payment under this Paragraph shall be made within thirty (30) days after the Director’s death.

XI. FUNDING

The Bank’s obligation under this Agreement shall be an unfunded and unsecured promise to pay. The Bank shall not be obligated under any circumstances to fund its obligation; the Bank may, however, at its sole and exclusive option, elect to fund this Agreement in whole or in part.

Should the Bank elect to fund this Agreement informally, in whole or in part, the manner of such informal funding, and the continuance or discontinuance of such informal funding shall be the sole and exclusive decision for the Bank.

Should the Bank determine to informally fund this Agreement, in whole or in part, throughthe medium of life insurance of annuities, or both, the Bank shall be the owner and beneficiary of the policy. The Bank reserves the absolute right to terminate such life insurance or annuities, as well as any other funding at any time, either in whole or in part.

Any such life insurance or annuity policy purchased by the Bank shall not in any way be considered to be security for the performance of the obligations for this Agreement. It shall be, and remain, a general, unpledged, unrestricted asset of the Bank and the Director shall have no interest in such policy whatsoever.

XII. MEDICAL EXAMINATION

The Director hereby agrees to submit to medical examination, if required by the Board, supply such information, and execute such documents as may be required by the insurance company or companies to whom the Bank may have applied for such insurance.

XIII. EFFECT ON OTHER BANK BENEFIT PLANS

Nothing contained in this agreement shall affect the right of the Director to participate in or be covered by any qualified or non-qualified pension, profit sharing, group bonus or their supplemental compensation or fringe benefit plans constituting a part of the Bank’s existing or future compensation structure.

XIV. ASSIGNMENT OR PLEDGE

The Directors Deferred Compensation Account and any payment payable at any time to this Agreement shall not be assignable or subject to pledge or hypothecation nor shall said payments be subject to seizure for the payment of any debts, judgments, alimony, or separate maintenance, or be transferable by operation of law in the event of bankruptcy, insolvency or otherwise except to the extent as provided by law.

XV. CONTINUATION AS DIRECTOR

Neither this Agreement nor the payments of any benefits thereunder shall be construed as giving to the Director any right to be retained as a member of the Board of Directors of the Bank.

XVI. NAMED FIDUCIARY

The Named Fiduciary for this Agreement for purposes of claim procedures under this Agreement is the President of the Bank. The business address and telephone number of the Named Fiduciary under this Agreement is as follows:

Community Bank-Wheaton/Glen Ellyn

357 Roosevelt Road

Glen Ellyn, IL 60137

708-545-0900

EX-21

EXHIBIT 21

COMMUNITY FINANCIAL SHARES, INC. AND SUBSIDIARIES

SIGNIFICANT SUBSIDIARIES

Name	State of Organization	Ownership
Community Bank – Wheaton/Glen Ellyn	Illinois	100% of stock owned by Community Financial Shares, Inc.
Community Financial Shares Statutory Trust 1	Connecticut	100% of stock owned by Community Financial Shares, Inc.

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CEO PURSUANT TO

SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

I, Donald H. Fischer, Chief Executive Officer, certify that:

1. I have reviewed this Form 10-K for the year-ending December 31, 2005 of Community Financial Shares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  March 31, 2006
By	/s/ Donald H. Fischer, CEO
	(Signature and Title)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CFO PURSUANT TO

SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

I, Scott W. Hamer, Chief Financial Officer, certify that:

1. I have reviewed this Form 10-K for the year-ending December 31, 2005 of Community Financial Shares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  March 31, 2006
By	/s/ Scott W. Hamer, CFO
	(Signature and Title)

EX-32.1

EXHIBIT 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

In connection with the Annual Report of Community Financial Shares, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Donald H. Fischer, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Donald H. Fischer, CEO

Donald H. Fischer

Chief Executive Officer

March 31, 2006

* This certification shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or the Exchange Act, or otherwise subject to the liability of Section 18 of the Exchange Act. Such certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

EX-32.2

EXHIBIT 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

In connection with the Annual Report of Community Financial Shares, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott W. Hamer, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Scott W. Hamer, CFO

Scott W. Hamer

Chief Financial Officer

March 31, 2006

* This certification shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or the Exchange Act, or otherwise subject to the liability of Section 18 of the Exchange Act. Such certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.