COMMUNITY FINANCIAL CORP /IL/, SC 13D/A, 2000-03-09

COMMUNITY FINANCIAL CORP /IL/
SC 13D/A, 2000-03-09
SAVINGS INSTITUTION, FEDERALLY CHARTERED

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Community Financial Corp.
-----------------------------------------------
(Name of Issuer)

Common Stock
-----------------------------------------------
(Title of Class of Securities)

20364V-10-9
-----------------------------------------------
(CUSIP Number)

Barrett R. Rochman, 1345 East Park Street,
Carbondale, Illinois 62901 (618/529-3513)
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

March 1, 2000
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

<PAGE>

CUSIP NO. 20364V-10-9 PAGE 2 OF 9 PAGES
-----------

- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Barrett R. Rochman
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
3 SEC USE ONLY

- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)

PF, BK
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [X]

- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER

NUMBER OF
100,700(1)
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY

OWNED BY 22,300(2)
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER

REPORTING
100,700(1)
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
22,300(2)
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

129,340(3)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]

- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%(4)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- ------------------------------------------------------------------------------

(1) Mr. Rochman owns 100,700 shares directly. In addition to the 100,700
shares owned by Mr. Rochman, Marilyn Rochman, the wife of Mr. Rochman,
owns 6,340 shares directly.

(2) The Boo Rochman Charitable Corp. owns 19,300 shares, and the Rochman
Family Investment owns 3,000 shares. Mr. Rochman and Marilyn Rochman
have shared voting and dispositive power over these shares.

(3) Includes the (i) 123,000 shares over which Mr. Rochman has sole or
shared voting or dispositive power, and (ii) 6,340 shares owned by
Marilyn Rochman.

(4) Based on 2,213,645 shares of common stock, par value $0.01 per share,
of Community Financial Corp. reported to be outstanding in Community
Financial Corp.'s Form 10-Q for the quarter ended September 30, 1999
and in Community Financial Corp.'s preliminary proxy statement relating
to its 2000 annual meeting of the stockholders filed with the
Securities and Exchange Commission.

2
<PAGE>

Item 1. Security and Issuer
- ----------------------------

This Amendment No. 2 to Schedule 13D (the "Amendment") relates
to the common stock, par value $0.01 per share, of Community
Financial Corp. (the "Issuer"). The Issuer's principal
executive office is located at 240 East Chestnut, Olney,
Illinois 62450.

Item 2. Identity and Background
- --------------------------------

(a) This Amendment is being filed by Barrett R. Rochman as an
individual.

(b) Mr. Rochman's principal business address is 31 Homewood,
Carbondale, Illinois 62901.

(c) Mr. Rochman's principal occupation is the real estate
investment business. Mr. Rochman's principal real estate
investment activities include owning and renting commercial
and residential real estate, purchasing tax certificates in
Illinois and managing real property acquired through tax
certificates. Mr. Rochman engages in his principal occupation
through the following entities:

Rochman Rentals - 31 Homewood, Carbondale, Illinois
62901(rental property company)
S.I. Securities - 31 Homewood, Carbondale, Illinois
62901(real estate investment company)
S.I. Securities, Inc. - 31 Homewood, Carbondale,
Illinois 62901 (real estate investment company)
S.I.-P.I. - 31 Homewood, Carbondale, Illinois 62901
(real estate investment company)
Boo Noz Corp. - 31 Homewood, Carbondale, Illinois
62901 (real estate investment company)
S.I. Boo, LLC - 31 Homewood, Carbondale, Illinois
62901 (real estate investment company)

(d) During the last five years, Mr. Rochman has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).

(e) The Securities and Exchange Commission (the "Commission")
instituted proceedings against Mr. Rochman alleging that Mr.
Rochman violated Section 13(d) of the Securities Exchange Act
of 1934 and certain rules thereunder (collectively the
"Laws"). These proceedings were settled on February 17, 1999
without Mr. Rochman having to admit or deny any of the alleged
violations. As part of the settlement, the Commission ordered
Mr. Rochman to cease and desist from committing or causing any
violation or any future violation of the Laws. These
proceedings of the Commission related to filings with the
Commission of Schedule 13D and amendments thereto required of
Mr. Rochman in connection with his ownership of more than 5%
of the outstanding shares of common stock of Heartland
Bancshares, Inc. Mr. Rochman was not required to pay any fine
or penalty in connection with the settlement.

(f) Mr. Rochman is a citizen of the United States of America.

3
<PAGE>

Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------

As indicated on Line 4 of the Cover Page of this Amendment,
Mr. Rochman has used bank loans, personal funds (including
broker margin account funds), insurance proceeds from a
settlement relating to the death of Mr. Rochman's son, Jeremy
Rochman, and funds of the Boo Rochman Charitable Corp. and
Rochman Family Investment in making purchases of the Issuer's
common stock. As of the date of this Amendment, the total
amount of funds used in the purchase of the Issuer's shares of
common stock by Mr. Rochman, the Boo Rochman Charitable Corp.,
the Rochman Family Investment and Marilyn Rochman is
approximately $1,231,738. This amount is based on the total
number of shares of the Issuer's common stock purchased by Mr.
Rochman, Boo Rochman Charitable Corp., Rochman Family
Investment and Marilyn Rochman multiplied by the price per
share paid and does not include broker fees associated with
such purchases. To date, Mr. Rochman has obtained personal
loans in the amount of $500,000 from the First National Bank &
Trust Company, Carbondale, Illinois, and Mr. Rochman, the Boo
Rochman Charitable Corp., the Rochman Family Investment and
Marilyn Rochman have used approximately $731,738 of their
respective funds, including, with respect to Mr. Rochman,
funds obtained from his broker margin accounts, in connection
with the purchase of the shares identified herein.

Item 4. Purpose of Transaction
- -------------------------------

Although the shares of common stock of the Issuer identified
in this Amendment that are beneficially owned by Mr. Rochman
were acquired for investment purposes, Mr. Rochman may, as set
forth below, seek to influence control of the Issuer, as well
as consider other measures to enhance stockholder value.
Although Mr. Rochman presently has no plan to pursue an
immediate sale of the Issuer, Mr. Rochman is open to
considering a sale of the Issuer as part of a strategy for
enhancing stockholder value. Mr. Rochman may purchase
additional shares of common stock of the Issuer.

On January 11, 2000, Mr. Rochman met informally with Mr. Wayne
Benson, President of the Issuer, to discuss the possibility of
Mr. Rochman becoming a member of the board of directors of the
Issuer. Mr. Rochman also discussed his thoughts on what
direction the corporate strategy of the Issuer should take,
including his desire to have the loan portfolios of the
Issuer's subsidiaries be more similar to that of commercial
banks rather than savings associations and to have the Issuer
grow in asset size through start-up operations in other
markets and/or acquisitions of other financial institutions.
As of the date of this Amendment, neither Mr. Rochman or Mr.
Nadler has not been invited to join the Issuer's board of
directors or selected as management's nominee for election as
a director at the Issuer's 2000 annual meeting of stockholders
or at the next meeting of stockholders at which directors are
elected (the "Stockholders Meeting").

Accordingly, in connection with the Stockholders Meeting, Mr.
Rochman presently intends to (a) nominate himself and Michael
B. Nadler for election as directors of the Issuer, and (b)
submit a proposal for consideration by the stockholders of the
Issuer recommending that the board of directors engage the
services of a consultant or other advisor which has experience
in advising financial institutions to make recommendations to
the board of directors of the Issuer as to specific actions
designed to improve earnings and enhance stockholder value.

4
<PAGE>

Mr. Rochman presently is soliciting proxies for use at the
Stockholders Meeting in favor of his director nominees and his
stockholder proposal. Mr. Rochman anticipates at this time
that his proxy solicitation in connection with Stockholders
Meeting will be in opposition to any proxy solicitation by the
board of directors of the Issuer with respect to the same
meeting.

On March 1, 2000, Mr. Rochman filed his definitive proxy
statement, form of proxy and letter to stockholders relating
to the Stockholders Meeting with the Securities and Exchange
Commission. Such materials are attached hereto as an exhibit
and incorporated herein by reference.

Item 5. Interest in Securities of the Issuer
- ---------------------------------------------

(a) Mr. Rochman beneficially owns 129,340 shares, or 5.8%, of the
outstanding common stock of the Issuer. (The percentage of
outstanding common stock is based upon the number of
outstanding shares of common stock of the Issuer as set forth
in its Form 10-Q for the quarter ended September 30, 1999 and
in the Issuer's preliminary proxy statement relating to its
2000 annual meeting of the stockholders filed with the
Securities and Exchange Commission).

(b) Mr. Rochman has sole power to vote and dispose of 100,700
shares of common stock of the Issuer, as identified on Lines 7
and 9 of the Cover Page of this Amendment. In addition to such
100,700 shares, Marilyn Rochman, the wife of Mr. Rochman,
beneficially owns 6,340 shares of common stock of the Issuer,
over which she has sole voting and dispositive power. Mr.
Rochman and Marilyn Rochman share the power to vote and
dispose of 22,300 shares of common stock of the Issuer, as
identified on Lines 8 and 10 of the Cover Page of this
Amendment. The identity and background information for Marilyn
Rochman is as follows:

(i) Name: Marilyn Rochman.

(ii) Address: 31 Homewood, Carbondale, Illinois
62901.

(iii) Principal Occupation: Housewife.

(iv) During the past five years, Marilyn Rochman
has not been convicted in a criminal
proceeding (excluding traffic violations or
other misdemeanors).

(v) During the past five years, Marilyn Rochman
has not been a party to a civil proceeding
of a judicial or administrative body of
competent jurisdiction, which as a result of
such proceeding she was or is subject to a
judgment, decree or final order enjoining
future violations of, or prohibiting or
mandating activities subject to, federal or
state securities laws or finding any
violation with respect to such laws.

(vi) Citizenship: United States of America.

5
<PAGE>

(c) Mr. Rochman has effected the following transactions involving
the common stock of the Issuer in the past sixty (60) days:

<TABLE>
<CAPTION>
Date of Number of Price
Name Transaction Shares Purchased Per Share Place/Manner of Transaction
- ---- ----------- ---------------- --------- ---------------------------
<S> <C> <C> <C> <C>
Barrett R. Rochman December 27, 1999 600 $9-3/16 Open market purchase / Broker
Barrett R. Rochman January 3, 2000 10,000 $9-7/16 Open market purchase / Broker
Barrett R. Rochman January 5, 2000 2,000 $9-5/16 Open market purchase / Broker
Barrett R. Rochman January 5, 2000 2,300 $9-3/8 Open market purchase / Broker
Barrett R. Rochman January 6, 2000 2,300 $9-1/14 Open market purchase / Broker
Barrett R. Rochman January 6, 2000 2,000 $9-1/8 Open market purchase / Broker
Barrett R. Rochman January 6, 2000 1,000 $9-1/16 Open market purchase / Broker
Barrett R. Rochman January 6, 2000 1,000 $9.00 Open market purchase / Broker
Barrett R. Rochman January 7, 2000 1,000 $11-1/2 Off the market purchase
Barrett R. Rochman January 10, 2000 1,100 $9.00 Open market purchase / Broker
Barrett R. Rochman February 1, 2000 2,500 $9-1/4 Open market purchase / Broker
Barrett R. Rochman February 1, 2000 10,000 $9.20* Open market purchase / Broker
Barrett R. Rochman February 8, 2000 1,000 $11-1/2 Off the market purchase
</TABLE>

* Reflects the average purchase price of shares purchased.

As indicated on the Cover Page of this Amendment, Mr. Rochman
has shared voting and dispositive power over shares owned by
the Boo Rochman Charitable Corp. and the Rochman Family
Investment. The Boo Rochman Charitable Corp. and the Rochman
Family Investment have effected the following transactions
involving the common stock of the Issuer during the past sixty
(60) days:

Rochman Family
Investment December 31, 1999 600 $9-3/16 Open market purchase / Broker

Boo Rochman
Charitable Corp. January 7, 2000 1,000 $11-1/2 Off the market transfer to
Barrett R. Rochman
Boo Rochman
Charitable Corp. February 8, 2000 1,000 $11-1/2 Off the market transfer to
Barrett R. Rochman
</TABLE>

As indicated on the Cover Page of this Amendment, Marilyn
Rochman owns 6,340 shares of common stock of the Issuer. Mrs.
Rochman has effected the following transactions involving the
common stock of the Issuer during the past sixty (60) days:

6
<PAGE>

(d) Not applicable

(e) Not applicable

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
- ------------------------------------------------------------------------------

There are no contracts, arrangements, understandings or
relationships between Mr. Rochman and any other person with
respect to any shares of common stock of the Issuer, other
than the loans to Mr. Rochman by the bank and the broker
margin accounts identified in Item 3 of this Amendment in
connection with the purchase of shares.

Item 7. Material to be Filed as Exhibits
- -----------------------------------------

Exhibit 1 Promissory Note and Commercial Pledge and Security
Agreement, dated as of January 12, 2000

Exhibit 2 Promissory Note and Commercial Pledge and Security
Agreement, dated as of January 7, 2000

Exhibit 3 Client's Margin Account, dated as of April 26, 1999

Exhibit 4 Client's Margin Account

Exhibit 5 Definitive proxy statement, form of proxy and letter
to stockholders, filed with the Securities and
Exchange Commission on March 1, 2000

7
<PAGE>

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

/s/ BARRETT R. ROCHMAN
------------------------
Barrett R. Rochman

Dated: March 8, 2000

8
<PAGE>

EXHIBIT INDEX

Exhibit Number Description
- -------------- -----------

Exhibit 1 Promissory Note and Commercial
Pledge and Security Agreement, dated
as of January 12, 2000

Exhibit 2 Promissory Note and Commercial
Pledge and Security Agreement, dated
as of January 7, 2000

Exhibit 3 Client's Margin Account, dated as of
April 26, 1999

Exhibit 4 Client's Margin Account

Exhibit 5 Definitive proxy statement, form of
proxy and letter to stockholders,
filed with the Securities and
Exchange Commission on March 1, 2000

9
<PAGE>

Exhibit 1

PROMISSORY NOTE

<TABLE>
<CAPTION>
Principal Loan Date Maturity Loan No. Call Collateral Account Officer Initials
<S> <C> <C> <C> <C> <C> <C> <C>
$250,040.00 01-12-2000 01-07-2004 18 004A P6 10019710 00004
- -------------------------------------------------------------------------- --------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
- -------------------------------------------------------------------------- --------------------------------------------------------
</TABLE>

Borrower: BARRETT R. ROCHMAN (SSN: ###-##-####)
PO BOX 3074
CARBONDALE, IL 62902

Lender: First National Bank and Trust Company, Carbondale, Illinois
509 S. University Ave.
P.O. Box 2227
Carbondale, IL 62901-2227

Principal Amount: $250,040.00 Interest Rate: 8.250%
Date of Note: January 12, 2000

PROMISE TO PAY. BARRETT R. ROCHMAN ("Borrower") promises to pay to First
National Bank and Trust Company, Carbondale, Illinois ("Lender"), or order, in
lawful money of the United States of America, the principal amount of Two
Hundred Fifty Thousand Forty & 00/100 Dollars ($250,040.00), together with
interest at the rate of 8.20% per annum on the unpaid principal balance from
January 12, 2000, until paid in full.

PAYMENT. Borrower will pay this loan in 15 principal payments of $6,875.00 each
and one final principal and interest payment of $149,945.12. Borrower's first
principal payment is due April 7, 2000, and all subsequent principal payments
are due on the same day of each quarter after that. In addition, Borrower will
pay regular quarterly payments of all accrued unpaid interest due as of each
payment date. Borrower's first interest payment is due April 7, 2000, and all
subsequent interest payments are due on the same day of each quarter after that.
Borrower's final payment due January 7, 2004, will be for all principal and
accrued interest not yet paid. Interest on this Note is computed on a 30/360
simple interest basis; that is, with the exception of odd days in the first
payment period, monthly interest is calculated by applying the ratio of the
annual interest rate over a year of 360 days, multiplied by the outstanding
principal balance, multiplied by a month of 30 days. Interest for the odd days
is calculated on the basis of the actual days to the next full month and a
360-day year. Borrower will pay Lender at Lender's address shown above or at
such other place as Lender may designate in writing. Unless otherwise agreed or
required by applicable law, payments will be applied first to accrued unpaid
interest, then to principal, and any remaining amount to any unpaid collection
costs and late charges.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges
are earned fully as of the date of the loan and will not be subject to refund
upon early payment (whether voluntary or as a result of default), except as
otherwise required by law. Except for the foregoing, Borrower may pay without
penalty all or a portion of the amount owed earlier than it is due. Early
payments will not, unless agreed to by Lender in writing, relieve Borrower of
Borrower's obligation to continue to make payments under the payment schedule.
Rather, they will reduce the principal balance due and may result in Borrower
making fewer payments.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
5.000% of the regularly scheduled payment or $15.00, whichever is less.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement related to this Note, or in any other agreement or loan Borrower
has with Lender. (c) Any representation or statement made or furnished to Lender
by Borrower or on Borrower's behalf is false or misleading in any material
respect either now or at the time made or furnished. (d) Borrower dies or
becomes insolvent, a receiver is appointed for any part of Borrower's property,
Borrower makes an assignment for the benefit of creditors, or any proceeding is
commenced either by Borrower or against Borrower under any bankruptcy or
insolvency laws. (e) Any creditor tries to take any of Borrower's property on or
in which Lender has a lien or security interest. This includes a garnishment of
any of Borrower's accounts, including deposit accounts, with Lender. (f) Any of
the events described in this default section occurs with respect to any
guarantor of this Note. (g) A material adverse change occurs in Borrower's
financial condition, or Lender believes the prospect of payment or performance
of the Indebtedness is impaired. (h) Lender in good faith deems itself insecure.

If any default, other than a default in payment, is curable and if Borrower has
not been given a notice of a breach of the same provision of this Note within
the preceding twelve (12) months, it may be cures (and no event of default will
have occurred) if Borrower, after receiving written notice from Lender demanding
cure of such default: (a) cures the default within fifteen (15) days; or (b) if
the cure requires more than fifteen (15) days, immediately initiates steps which
Lender deems in Lenders' sole discretion to be sufficient to cure the default
and thereafter continues and completes all reasonable and necessary steps
sufficient to produce compliance as soon as reasonably practical.

<PAGE>

modify or vacate any automatic stay or injunction), appeals, and any anticipated
post-judgment collection services. If not prohibited by applicable law, Borrower
also will pay any court costs, in addition to all other sums provided by law.
This Note has been delivered to Lender and accepted by Lender in the State of
Illinois. If there is a lawsuit, Borrower agrees upon Lender's request to submit
to the jurisdiction of the courts of JACKSON County, the State of Illinois. This
Note shall be governed by and construed in accordance with the laws of the State
of Illinois.

RIGHT OF SET OFF. Borrower grants to Lender a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts held jointly with someone else and all accounts Borrower may open
in the future, excluding however all IRA and Keogh accounts, and all trust
accounts for which the grant of a security interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on this Note against and all such accounts.

COLLATERAL. This Note is secured by A SEPARATE SECURITY AGREEMENT OF EVEN DATE.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing, no
party who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan, or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is made.

ILLINOIS INSURANCE NOTICE. Unless Borrower provides Lender with evidence of the
insurance coverage required by Borrower's agreement with Lender, Lender may
purchase insurance at Borrower's expense to protect Lender's interests in the
Collateral. This insurance may, but need not , protect Borrower's interests. The
coverage that Lender purchases may not pay any claim that Borrower makes or any
claim that is made against Borrower in Borrower has obtained insurance as
required by their agreement. If Lender purchases insurance for the collateral,
Borrower will be responsible for the costs of that insurance, including interest
and any other charges Lender may impose in connection with the placement of the
insurance, until the effective date of the cancellation or expiration of the
insurance. The costs of the insurance may be added to Borrower's total
outstanding balance or obligation. The costs of the insurance may be more than
the cost of insurance Borrower may be able to obtain on Borrower's own.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF
A COMPLETED COPY OF THE NOTE.

BORROWER:

/s/ Barrett R. Rochman
------------------------
BARRETT R. ROCHMAN

<PAGE>

THIS COMMERCIAL PLEDGE AND SECURITY AGREEMENT is entered into between BARRETT R.
ROCHMAN (referred to below as "Grantor"); and First National Bank and Trust
Company, Carbondale, Illinois (referred to below as "Lender").

GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender
a security interest in the Collateral to secure the indebtedness and agrees that
Lender shall have the rights stated in this Agreement with respect to the
Collateral, in addition to all other rights which Lender may have by law.

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement:

Agreement. The word "Agreement" means this Commercial Pledge and
Security Agreement, at this Commercial Pledge and Security Agreement
may be amended or modified from time to time, together with all
exhibits and schedules attached to this Commercial Pledge and Security
Agreement from time to time.

Collateral. The word "Collateral" means the following specifically
described property, which Grantor has delivered or agrees to deliver
(or cause to be delivered or appropriate book-entries made) immediately
to Lender, together with all income and Proceeds as described below:

39000,000 shares of COMMUNITY FINANCIAL CORP.

In addition, the word "Collateral" includes all property of Grantor, in
the possession of Lender (or in the possession of a third party subject
to the control of Lender), whether now or hereafter existing and
whether tangible or intangible in character, including without
limitation each of the following:

(a) All property to which Lender acquires title or documents of
title. (b) All property assigned to Lender. (c) All promissory
notes, bills of exchange, stock certificates, bonds, savings
passbooks, time certificates of deposit, insurance policies, and
all other instruments and evidences of an obligation. (d) All
records relating to any of the property described in this
Collateral section, whether in the form of a writing, microfilm,
microfiche, or electronic media.

Event of Default. The words "Event of Default" mean and include without
limitation any of the Event of Default set forth below in the section
titled "Events of Default".

Grantor. The word "Grantor" means BARRETT R. ROCHMAN.

Guarantor. The word "Guarantor" means and includes without limitation
each and all of the guarantors, sureties, and accommodation parties in
connection with the indebtedness.

Income and Proceeds. The words "Income and Proceeds" mean all present
and future income, proceeds, earnings, increases, and substitutions
from or for the Collateral of every kind and nature, including without
limitation all payments, interest, profits, distributions, benefits,
rights, options, warrants, dividends, stock dividends, stock splits,
stock rights, regulatory dividends, distributions, subscriptions,
monies, claims, for money due and to become due, proceeds of any
insurance on the Collateral, shares of stock of different par value or
no par value issued in substitution or exchange for shares included in
the Collateral, and all other property Grantor is entitled to receive
on account of such Collateral, including accounts, documents,
instruments, chattel paper, and general intangible.

Indebtedness. The word "indebtedness" means the indebtedness evidenced
by the Note, including all principal and interest, together with all
other indebtedness and costs and expenses for which Grantor is
responsible under this Agreement or under any of the Related Documents.

Lender. The word "Lender" means First National Bank and Trust Company,
Carbondale, Illinois, its successors and assigns.

Note. The word "Note" means the note or credit agreement dated, January
7, 2000, in the principal amount of $250,040.00 from BARRETT R. ROCHMAN
to Lender, together with all renewals of, extensions of, modifications
of, refinancing of, consolidations of and substitutions for the note or
credit agreement.

Obligor. The word "Obligor" means and includes without limitation any
and all persons or entitles obligated to pay money or to perform some
other act under the Collateral.

Related Documents. The words "Related Documents" mean and include
without limitation all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements,
mortgages, deeds of trust, and all other instruments, agreements and
documents, whether now or hereafter existing, executed in connection
with the indebtedness.

RIGHT OF SETOFF. Grantor hereby grants Lender a contractual security interest in
and hereby assigns, conveys, delivers, pledges, and transfers all of Grantor's
right, title and interest in and to Grantor's accounts with Lender (whether
checking, savings, or some other account), including all accounts held jointly
with someone else and all accounts Grantor may open in the future, excluding,
however, all IRA and Keogh accounts, and all trust accounts for which the grant
of a security interest would be prohibited by law. Grantor authorizes Lender, to
the extent permitted by applicable law, to charge or setoff all indebtedness
against any and all such accounts. GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH
RESPECT TO THE COLLATERAL. Grantor represents and warrants to Lender that :

<PAGE>

Ownership. Grantor is the lawful owner of the Collateral free and clear
of all security interests, liens, encumbrances and claims of others
except as disclosed to and accepted by Lender in writing prior to
execution of this Agreement.

Right to Pledge. Grantor has the full right, power and authority to
enter into this Agreement and to pledge the Collateral.

Binding Effect. This Agreement is binding upon Grantor, as well as
Grantor's heirs, successors, representatives and assigns, and is
legally enforceable in accordance with its terms.

No Further Assignment. Grantor has not, and will not, sell, assign,
transfer, encumber or otherwise dispose of any of Grantor's rights in
the Collateral except as provided in this Agreement.

No Defaults. There are no defaults existing under the Collateral, and
there are no offsets or counterclaims to the same. Grantor will
strictly and promptly perform each of the terms, conditions, covenants
and agreements contained in the Collateral which are to be performed by
Grantor, if any.

No Violation. The execution and delivery of this Agreement will not
violate any law or agreement governing Grantor or to which Grantor is a
party.

LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO COLLATERAL. Lender may hold the
Collateral until all the Indebtedness has been paid and satisfied and thereafter
may deliver the Collateral to any Grantor. Lender shall have the following
rights in addition to all other rights it may have by law:

Maintenance and Protection of Collateral. Lender may, but shall not be
obligated to, take such steps as it deems necessary or desirable to
protect, maintain, insure, store, or care for the Collateral, including
payment of any liens or claims against the Collateral. Lender may
charge any cost incurred in so doing to the Grantor.

Income and Proceeds from the Collateral. Lender may receive all income
and Proceeds and add it to the Collateral. Grantor agrees to deliver to
Lender immediately upon receipt, in the exact form received and without
commingling with other property, all income and Proceeds from the
Collateral which may be received by, paid, or delivered to Grantor or
for Grantor's account, whether as an addition to, in discharge of, in
substitution of, or in exchange for any of the Collateral.

Application of Cash. At Lender's option, Lender may apply any cash,
whether included in the Collateral or received as income and Proceeds
or through liquidation, sale, or retirement, of the Collateral, to the
satisfaction of the indebtedness or such portion thereof as Lender
shall choose, whether or not matured.

Transactions with Others. Lender may (a) extend time for payment or
other performance, (b) grant a renewal or change in terms or
conditions, or (c) compromise, compound or release any obligation, with
any one or more Obligors, endorsers, or Guarantors of the Indebtedness
as Lender or any of them, notice at least ten (10) days in advance of
the time and place of any public sale, or the date after which any
private sale may be made. Grantor agrees that any requirement of
reasonable notice is satisfied if Lender mails notice by ordinary mail
addressed to Grantor, or any of them, at the last address Grantor has
given Lender in writing. If a public sale is held, there shall be
sufficient compliance with all requirements of notice to the public by
a single publication in any newspaper of general circulation in the
county where the Collateral is located, setting forth the time and
place of sale and a brief description of the property to be sold.
Lender may be a purchaser at any public sale.

Register Securities. Register any securities included in the
Collateral in lender's name and exercise any rights normally incident
to the ownership of securities.

Sell Securities. Sell any securities included in the Collateral in a
manner consistent with applicable federal and state securities laws
notwithstanding any other provision of this or any other agreement. If,
because of restrictions under such laws, Lender is or believes it is
unable to sell the securities in any open market transaction, Grantor
agrees that Lender shall have no obligation to delay sale until the
securities can be registered, and may make a private sale to one or
more persons or to a restricted group of persons, even though such sale
may result in a price that is less favorable than might be obtained in
an open market transaction, and such a sale shall be considered
commercially reasonable. If any securities held as Collateral are
"restricted securities" as defined in the Rules of the Securities and
Exchange Commission (such as Regulation D or Rule 144) or state
securities departments under state "Blue Sky" laws, or if Grantor is an
affiliate of the Issuer of the securities, Grantor agrees that neither
Borrower nor any member of Borrower's family and neither Grantor nor
any member of Grantor's family will sell or dispose of any securities
of such issuer without obtaining Lender's prior written consent.

Foreclosure. Maintain a judicial suit for foreclosure and sale of
Collateral.

Transfer Title. Effect transfer of title upon sale of all or part of
the Collateral. For this purpose, Grantor irrevocably appoints Lender
as its attorney-in-fact to execute endorsements, assignments and
instruments in the name of Grantor and each of them (if more than one)
as shall be necessary or reasonable.

Other Rights and Remedies. Have and exercise any or all of the rights
and remedies of a secured creditor under the provisions of the Uniform
Commercial Code, at law, in equity, or otherwise.

<PAGE>

as provided below, and court costs, whether or not there is a lawsuit
and including any fees on appeal, incurred by Lender in connection with
the collection and sale of such Collateral and to the payment of the
Indebtedness of Grantor to Lender, with any excess funds to be paid to
Grantor as the interests of Grantor may appear. Grantor agrees, to the
extent permitted by law, to pay any deficiency after application of the
proceeds of the Collateral to the Indebtedness.

Cumulative Remedies. All of Lender's rights and remedies, whether
evidenced by this Agreement or by any other writing, shall be
cumulative and may be exercised singularly or concurrently. Election by
Lender to pursue any remedy shall not exclude pursuit of any other
remedy, and an election to make expenditures or to take action to
perform an obligation of Grantor under this Agreement, after Grantor's
failure to perform, shall not affect Lender's right to declare a
default and to exercise its remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

Amendments. This Agreement, together with any Related Documents,
constitutes the entire understanding and agreement of the parties as to
the matters set forth in this Agreement. No alterations of or amendment
to this Agreement shall be effective unless given in writing and signed
by the party or parties sought to be charged or bound by the alteration
or amendment.

Applicable Law. This Agreement has been delivered to Lender and
accepted by Lender in the state of Illinois. If there is a lawsuit,
Grantor agrees upon Lender's request to submit to the jurisdiction of
the courts of JACKSON county, the state of Illinois. This Agreement
shall be governed by and construed in accordance with the laws of the
State of Illinois.

Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of
Lender's costs and expenses, including attorneys' fees and Lender's
legal expenses, incurred in connection with the enforcement of this
Agreement. Lender may pay someone else to help enforce this Agreement,
and Grantor shall pay the costs and expenses of such enforcement. Costs
and expenses include Lender's attorneys' fees and legal expenses
whether or not there is a lawsuit, including attorneys' fees and legal
expenses for bankruptcy proceedings (and including efforts to modify or
vacate any automatic stay or injunction), appeals, and any anticipated
post-judgment collection services. Grantor also shall pay all court
costs and such additional fees as may be directed by the court.

Caption Headings. Caption headings in this Agreement are for
convenience purposes only and are not to be used to interpret or define
the provisions of this Agreement.

Notices. All notices required to be given under this Agreement shall be
given in writing, may be sent by telefacsimile (unless otherwise
required by law), and shall be effective when actually delivered or
when deposited with a nationally recognized overnight courier or
deposited in the United States mail, first class, postage prepaid,
addressed to the party to whom the notice is to be given at the address
shown above. Any party may change its address for notices under this
agreement by giving formal written notice to the other parties,
specifying that the purpose of the notice is to change the party's
address. To the extent permitted by applicable law, if there is more
than one Grantor, notice to any Grantor will constitute notice to all
Grantors. For notice purposes, Grantor will keep Lender informed at all
times of Grantor's current address(es).

Severability. If a court of competent jurisdiction finds any provisions
of this Agreement to be invalid or unenforceable as to any person or
circumstance, such finding shall not render that provision invalid or
unenforceable as to any other persons or circumstances. IF feasible,
any such offending provision shall be deemed to be modified to be
within the limits of enforceability or validity; however, if the
offending provision cannot be so modified, it shall be stricken and all
other provisions of this Agreement in all other respects shall remain
valid and enforceable.

Successor Interests. Subject to the limitations set forth above on
transfer of the Collateral, this Agreement shall be binding upon and
inure to the benefit of the parties, their successors and assigns.

Waiver. Lender shall not be deemed to have waived any rights under this
Agreement unless such waiver is given in writing and signed by Lender.
No delay or omission on the part of lender in exercising any right
shall operate as a waiver of such right or any other right. A waiver by
Lender of a provision of this Agreement shall not prejudice or
constitute a waiver of Lender's right otherwise to demand strict
compliance with that provision or any other provision of this
Agreement. No prior waiver by Lender, nor any course of dealing between
Lender and Grantor, shall constitute a waiver of any of Lender's rights
or any of Grantor's obligations as to any future transactions. Whenever
the consent of Lender is required under this Agreement, the granting of
such consent by Lender in any instance shall not constitute continuing
consent to subsequent instances where such consent is required and in
all cases such consent may be granted or withheld in the sole
discretion of Lender.

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS PLEDGE AND SECURITY
AGREEMENT, AND GRANTOR AGREES TO ITS TERMS. THIS AGREEMENT IS DATED JANUARY 12,
2000.

GRANTOR:

X /s/ Barrett R. Rochman
BARRETT R. ROCHMAN

<PAGE>
Exhibit 2

PROMISSORY NOTE

<TABLE>
<CAPTION>
Principal Loan Date Maturity Loan No. Call Collateral Account Officer Initials
<S> <C> <C> <C> <C> <C> <C> <C>
$250,040.00 01-07-2000 01-07-2004 17 004A PG 10019710 00004
</TABLE>

References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

Borrower: BARRETT R. ROCHMAN (SSN: ###-##-####)
PO BOX 3074
CARBONDALE, IL 62902

Lender: First National Bank and Trust Company, Carbondale, Illinois
509 S. University Ave.
P.O. Box 2227
Carbondale, IL 62901-2227
- -----------------------------------------------------------------------------

Principal Amount: $250,040.00 Interest Rate: 8.250%
Date of Note: January 7, 2000

PROMISE TO PAY. BARRETT R. ROCHMAN ("Borrower") promises to pay to First
National Bank and Trust Company, Carbondale, Illinois ("Lender"), or order, in
lawful money of the United States of America, the principal amount of Two
Hundred Fifty Thousand Forty & 00/100 Dollars ($250,040.00), together with
interest at the rate of 8.250% per annum on the unpaid principal balance from
January 7, 2000, until paid in full.

PAYMENT. Borrower will pay this loan in 15 principal payments of $6,875.00 each
and one final principal and interest payment of $149,945.12. Borrower's first
principal payment is due April 7, 2000, and all subsequent principal payments
are due on the same day of each quarter after that. In addition, Borrower will
pay regular quarterly payments of all accrued unpaid interest due as of each
payment date. Borrower's first interest payment is due April 7, 2000, and all
subsequent interest payments are due on the same day of each quarter after that.
Borrower's final payment due January 7, 2004, will be for all principal and
accrued interest not yet paid. Interest on this Note is computed on a 30/360
simple interest basis: that is, with the exception of odd days in the first
payment period, monthly interest is calculated by applying the ratio of the
annual interest rate over a year of 360 days, multiplied by the outstanding
principal balance, multiplied by a month of 30 days. Interest for the odd days
is calculated on the basis of the actual days to the next full month and a
360-day year. Borrower will pay Lender at Lender's address shown above or at
such other place as Lender may designate in writing. Unless otherwise agreed or
required by applicable law, payments will be applied first to accrued unpaid
interest, then to principal, and any remaining amount to any unpaid collection
costs and late charges.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges
are earned fully as of the date of the loan and will not be subject to refund
upon early payment (whether voluntary or as a result of default), except as
otherwise required by law. Except for the foregoing, Borrower may pay without
penalty all or a portion of the amount owed earlier than it is due. Early
payments will not, unless agreed to by Lender in writing, relieve Borrower or
Borrower's obligation to continue to make payment under the payment schedule.
Rather, they will reduce the principal balance due and may result in Borrower
making fewer payments.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
5.000% of the regularly scheduled payment or $15.00, whichever is less.

DEFAULT. Borrower will be default if any of the following happens: (a) Borrower
fails to make any payment when due. (b) Borrower breaks any promise Borrower has
made to Lender, or Borrower fails to comply with or to perform when due any
other term, obligation, covenant, or condition contained in this Note or any
agreement related to this Note, or in any agreement or loan Borrower has with
Lender. (c) Any representation or statement made or furnished to Lender by
Borrower or on Borrower's behalf is false or misleading in any material respect
either now or at the time made or furnished. (d) Borrower dies or becomes
insolvent, a receiver is appointed for any part of Borrower's property, Borrower
makes an assignment for the benefit of creditors, or any proceeding is commenced
either by Borrower or against Borrower under any bankruptcy or insolvency laws.
(e) Any creditor tries to take any of Borrower's property on or in which Lender
has a lien or security interest. This includes a garnishment of any of
Borrower's accounts, including deposit accounts, with Lender. (f) Any of the
events described in this default section occurs with respect to any guarantor of
this Note. (g) A material adverse change occurs in Borrower's financial
condition, or Lender believes the prospect of payment or performance of the
indebtedness is impaired. (h) Lender in good faith deems itself insecure.

If any default, other than a default in payment, is curable and if Borrower has
not been given a notice of a breach of the same provision of this Note within
the preceding twelve (12) months, it may be cured (and no event of default will
have occurred) if Borrower, after receiving written notice from Lender demanding
cure of such default: (a) cures the default within fifteen (15) days; or (b) if
the cure requires more than fifteen (15) days, immediately initiates steps which
Lender deems in Lender's sole discretion to be sufficient to cure the default
and thereafter continues and completes all reasonable and necessary steps
sufficient to produce compliance as soon as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount. Upon default, including failure
to pay upon final maturity, Lender, at its option, may also, if permitted under
applicable law, increase the interest rate on this Note 3.000 percentage points.
The interest rate will not exceed the maximum rate permitted by applicable law.
Lender may hire or pay someone else to help collect this Note if Borrower does
not pay. Borrower also will pay Lender that amount. This includes, subject to
any limits under applicable law, Lender's attorneys' fees and Lender's legal
expenses whether or not there is lawsuit, including attorneys' and legal
expenses for bankruptcy proceedings (including efforts to modify or vacate any
automatic stay or injunction), appeals, and any anticipated post-judgment
collection services. If not prohibited by applicable law, Borrower also will pay
any court costs, in addition to all other sums provided by law. This Note has
been delivered to Lender and accepted by Lender in the State of Illinois. If
there is a lawsuit, Borrower agrees upon Lender's request to submit to the
jurisdiction of the courts of JACKSON County, the State of Illinois. This Note
shall be governed by and construed in accordance with the laws of the State of
Illinois.

<PAGE>

RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts held jointly with someone else and all accounts Borrower may open
in the future, excluding however all IRA and Keogh accounts, and all trust
accounts for which the grant of a security interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on this Note against and all such accounts.

COLLATERAL. This Note is secured by A SEPARATE SECURITY AGREEMENT OF EVEN DATE.

ILLINOIS INSURANCE NOTICE. Unless Borrower provides Lender with evidence of the
insurance coverage required by Borrower's agreement with Lender, Lender may
purchase insurance at Borrower's expense to protect Lender's interests in the
Collateral. This insurance may, but need not, protect Borrower's interests. The
coverage that Lender purchases may not pay any claim that Borrower makes or any
claim that is made against Borrower in Borrower has obtained insurance as
required by their agreement. If Lender purchases insurance for the collateral,
Borrower will be responsible for the costs of that insurance, including interest
and any other charges Lender may impose in connection with the placement of the
insurance, until the effective date of the cancellation or expiration of the
insurance. The costs of the insurance may be added to Borrower's total
outstanding balance or obligation. The costs of the insurance may be more than
the cost of insurance Borrower may be able to obtain on Borrower's own.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF
A COMPLETED COPY OF THE NOTE.

BORROWER:

/s/ Barrett R. Rochman
- ----------------------
BARRETT R. ROCHMAN

<PAGE>

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement:

39000,000 shares of COMMUNITY FINANCIAL CORP.

Event of Default. The words "Event of Default" mean and include without
limitation any of the Event of Default set forth below in the section
titled "Events of Default".

Grantor. The word "Grantor" means BARRETT R. ROCHMAN.

Guarantor. The word "Guarantor" means and includes without limitation
each and all of the guarantors, sureties, and accommodation parties in
connection with the indebtedness.

Lender. The word "Lender" means First National Bank and Trust Company,
Carbondale, Illinois, its successors and assigns.

Obligor. The word "Obligor" means and includes without limitation any
and all persons or entitles obligated to pay money or to perform some
other act under the Collateral.

<PAGE>

trust accounts for which the grant of a security interest would be prohibited by
law. Grantor authorizes Lender, to the extent permitted by applicable law, to
charge or setoff all indebtedness against any and all such accounts. GRANTOR'S
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. Grantor
represents and warrants to Lender that :

Right to Pledge. Grantor has the full right, power and authority to
enter into this Agreement and to pledge the Collateral.

Binding Effect. This Agreement is binding upon Grantor, as well as
Grantor's heirs, successors, representatives and assigns, and is
legally enforceable in accordance with its terms.

No Further Assignment. Grantor has not, and will not, sell, assign,
transfer, encumber or otherwise dispose of any of Grantor's rights in
the Collateral except as provided in this Agreement.

No Violation. The execution and delivery of this Agreement will not
violate any law or agreement governing Grantor or to which Grantor is a
party.

Register Securities. Register any securities included in the
Collateral in lender's name and exercise any rights normally incident
to the ownership of securities.

Foreclosure. Maintain a judicial suit for foreclosure and sale of
Collateral.

<PAGE>

Other Rights and Remedies. Have and exercise any or all of the rights
and remedies of a secured creditor under the provisions of the Uniform
Commercial Code, at law, in equity, or otherwise.

Application of Proceeds. Apply any cash which is part of the
Collateral, or which is received from the collection or sale of the
Collateral, to reimbursement of any expenses, including any costs for
registration of securities, commissions incurred in connection with a
sale, attorney fees as provided below, and court costs, whether or not
there is a lawsuit and including any fees on appeal, incurred by Lender
in connection with the collection and sale of such Collateral and to
the payment of the Indebtedness of Grantor to Lender, with any excess
funds to be paid to Grantor as the interests of Grantor may appear.
Grantor agrees, to the extent permitted by law, to pay any deficiency
after application of the proceeds of the Collateral to the
Indebtedness.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

Caption Headings. Caption headings in this Agreement are for
convenience purposes only and are not to be used to interpret or define
the provisions of this Agreement.

<PAGE>

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS PLEDGE AND SECURITY
AGREEMENT, AND GRANTOR AGREES TO ITS TERMS. THIS AGREEMENT IS DATED JANUARY 7,
2000.

GRANTOR:

X /s/ Barrett R. Rochman
BARRETT R. ROCHMAN

<PAGE>

Exhibit 3

CLIENT'S MARGIN AGREEMENT

BARRETT ROCHMAN
Account Name (herein referred to as I)

1. I agree as follows with respect to all of my accounts, in which I have an
interest along or with others, which I have opened or open in the future, with
you purchase and sale of securities.

2. I am of full age and represent that I am not an employee of any exchange or
of a Member Firm of any Exchange or the NASD, or of a bank, trust company or
insurance company and that I will promptly notify you in writing if I become so
employed.

3. All transactions for my account shall be subject to the constitution, rules,
regulations, customs and usages, as the same may be constituted from time, of
the exchange or market (and its clearing house, if any) where executed.

4. Any and all credit balances, securities, and all other property of whatsoever
kind, including but not limited to: property belong to me, owned to me, which I
may have an interest held by you or carried for my accounts, shall be subject to
a general lien, for the discharge of my obligations (including unmatured and
contingent obligations) by you. This general lien would apply to all of my
obligations to you, however arising and without regard to whether or not you
made advances with respect to such property. Such craft balances, securities,
and all other property, as referenced above, may, without notice to carried in
your general loans, and all securities my be pledged, repledged, hypothecated or
rehypothecated, separately or in common with other security, any other property,
for the sum due to you thereon or for a greater sum, without retaining in your
possession and control, for delivery a like amount of securities or other
property. At any time and from time to time you may, in your discretion, without
notice to me, apply and/or transfer any securities, cast other property therein,
interchangeably between any accounts in which I may have an interest whether
individual, joint, or otherwise or from any accounts to any account guaranteed
by me. You are specifically authorized to transfer to my cash account on the
settlement day following an purchase in that account, excess funds available to
any of my other accounts, including but not limited to any free balances in any
margin account or in any non-regulated sufficient to make full payment of this
cash purchase. I agree that any debt occurring in any of my accounts may be
transferred by you at your option margin account.

5. I will maintain such margins as you may in your discretion require from time
to time and will pay on demand any debit balance owing with respect to any
accounts,. Whenever in your discretion you deem if desirable for your
protection, (and without the necessity of a margin call) including but not
limited to instances where a petition in bankruptcy or for the appointment of a
receiver is filed by or against me, or an attachment is levied against my
account, or event of notice of my death or incapacity, or in compliance with
orders of any Exchange, you may, without prior demand, tender, and without any
notice of time or place of sale, all of which are expressly waived, sell any or
all securities which may be in your possession, or which you may be carrying for
me, any securities of which my account or accounts may be short, in order to
close out in whole or in part any commitment in my behalf or you may place stop
orders with

<PAGE>

respect to such securities or commodities and such sale or purchase may be made
at your discretion on any Exchange or other market when business is then
transacted, or at public auction or private sale, with or without advertising
and nether any demands, calls tenders or notice which you make or give any one
or more instances nor any prior course of conduct or dealings between us shall
invalidate the aforesaid waivers on my part. You have the right to purchase for
your own account any or all of the aforesaid property at any such sale,
discharged of any right of redemption, which is hereby waived.

6. All transactions in any of my accounts are to be paid for or required margin
deposited no later than 2:00 p.m. (ET) on the settlement date.

7. I agree to pay interest and service charges upon y accounts monthly at the
prevailing rate as determined by you.

8. I agree that, in giving orders to sell, all "short" sale orders will be
designated as "short" by me and all "long" sale orders will be designated as
"long" and that the designation of a sell order as "long" is a representation on
my part that I own the security and, if the security is not in your possession
that it is not then possible to deliver the security to you forthwith and I will
deliver it on or before the settlement date.

9. Reports of the execution of orders and statements of a my account shall be
conclusive if not objected to in writing addressed to the branch manager office
servicing such account(s) within five days and ten days, respectively, after
transmittal to me by mail or otherwise.

10. All communications including margin calls may be sent to me at my address
given you, or at such other address as I may hereafter give you in writing all
communications so sent, whether in writing or otherwise, shall be deemed given
to me personally, whether actually received or not.

11. No waiver of any provision of this agreement shall be deemed a waiver of any
other provision, nor a continuing waiver of the provision or provisions so
waived.

12. I understand that no provision of this agreement can be amended or waived
except in writing signed by an officer of your Company, and that this Agreement
shall continue in force until its termination by me is acknowledged in writing
by an officer of your Company; or until written notice of termination by you
shall be mailed to me at my address last given you.

13. o Arbitration is final and binding on the parties.
o The parties are waiving their right to seek remedies in court,
including the right to jury trial.
o The arbitrators' award is not required to include factual findings
or legal reasoning and any party's right to appeal or to seek
modification of rulings by the arbitrator is strictly limited.
o The panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities
industry.

<PAGE>

The undersigned agrees, and by carrying an account for the undersigned you
agree, all controversies which may arise between us concerning any transaction
or the construction, performance or breach of this or any other agreement
between us, whether entered into prior, on or subsequent to the date hereof,
shall be determined by arbitration.

This contract shall be governed by the laws of the State of New York, and shall
inure to the benefit of your successors and assigns, and shall be binding on the
undersigned, my heirs, executors, representatives, attorneys-in-fact,
administrators and assigns. Any controversy arising out of or relating to my
account, to transactions with or for me or to this Agreement or the breach
thereof, and whether executed or to be executed within or outside of the United
States, shall be settled by arbitration before either the New York Stock
Exchange, Inc., or the National Association of Securities Dealers, Inc. or any
other anti-regulatory organization of which Wexford Clearing Services
Corporation is a member, as I may elect and under the then existing arbitration
procedures of the forum I have elected. If I do not make such election by
registered mail addressed to you at your main office within five (5) days after
demand by you that I make such election, then you may make such election. Notice
preliminary to, in conjunction with, or incident to such arbitration proceeding,
may be sent tome by mail and personal service is hereby waived. Judgment upon
any award rendered by the arbitrators may be entered in any court having
jurisdiction thereof, without notice to me. No person shall bring a putative or
certified class action to arbitration, nor seek to enforce any un-disputed
arbitration agreement against any person who has initiated in court a punitive
class action, or who is a member of a putative class who has not opted out of
the class with respect to any claims encompassed by the putative until (i) the
class certification is denied; or (ii) the class is certified; or (iii) the
customer is excluded from the class by the court. Such forbearance to enforce an
agreement to arbitrate shall not constitute a waiver of any rights under this
agreement except to the extent stated herein.

14. If any provision hereof is or at any should become inconsistent with any
present or future law, rule or regulation of any securities or commodities
exchange or of any sovereign government or a regulatory body thereof and if any
of these bodies have jurisdiction over the subject matter of this agreement,
said provision shall be deemed to be superseded or modified to conform to such
law, rule or regulation, but in all other respects this agreement shall continue
and remain in full force and effect.

15. I agree that my broker is a third-party beneficiary of this Agreement and
that the terms and conditions hereof, including the arbitration provision, shall
be applicable to all matters between or among myself and either my broker and
/or Wexford Clearing Services Corporation.

Lending Agreement

You and any firm succeeding to your firm are hereby authorized from time to time
to lend separately or together with the property of others, either to yourselves
or to others, any property, together with all attendant rights of ownership,
which you may be carrying for me on margin. In connection with such loans, you
may receive and retain certain benefits to which I will not be entitle. In
certain circumstances, such loans may limit, in whole or in part, my ability to
exercise voting rights of the securities lent. This authorization shall apply to
all accounts carried by you

<PAGE>

for me and shall remain in full force until written or revocation is received by
you at your principal office in New York.

By signing this agreement, I acknowledge that my securities may be loaned to you
or loaned out to others.

By signing this agreement, I acknowledge that I have received a copy of this
agreement.

This agreement contains a pre-dispute arbitration clause at pages 1 at paragraph
13.

Date 4/26/99
/s/ Barrett R. Rochman

Client's Signature

<PAGE>

Exhibit 4

Tucker Anthony Incorporated

Client's Agreement

Cleared through the courtesy of: Wexford Clearing Services Corporation (herein
referred to as "you")

Barrett Rochman
- --------------------------------------
Account Name (herein referred to as I)

1. I agree as follows with respect to all of my accounts, in which I have an
interest alone or with others, which I have opened or may open in the future,
with you for the purchase and sales of securities:

2. I am of full age and represent that I am not an employee of any exchange or
of a Member Firm of any Exchange or the NASD, or of a bank, trust company, or
insurance company and that I will promptly notify you in writing if I become so
employed.

3. All transactions for my account shall be subject to the constitution, rules,
regulations, customs and usages, as the same may be constituted from time to
time, of the exchange or market (and its clearing house, if any) where executed.

4. Any and all credit balances, securities, and all other property of whatsoever
kind, including but not limited to: property belonging to me, owed to me, or in
which I may have an interest held by you or carried for my accounts, shall be
subject to a general lien, for the discharge of my obligations (including
unmatured and contingent obligations) by you. This general lien shall apply to
all of my obligations to you, however arising and without regard to whether or
not you have made advances with respect to such property. Such credit balances,
securities, and all other property, as referenced above, may, without notice to
me, be carried in your general loans, and all securities may be pledged,
repledged, hypothecated or rehypothecated, separately or in common with other
securities or any other property, for the sum due to you thereon or for a
greater sum, without retaining in your possession and control, for delivery a
like amount of similar securities or other property. At any time and from time
to time you may, in your discretion, without notice to me, apply and/or transfer
any securities, cash or any other property therein, interchangeably between any
accounts in which I may have an interest whether individual, joint, or otherwise
or from any of my accounts to any account guaranteed by me. You are specifically
authorized to transfer to my cash account on the settlement day following a
purchase made in that account, excess funds available in any of my other
accounts, including but not limited to any free balances in any margin account
or in any non-regulated, sufficient to make full payment of this cash purchase.
I agree that any debit occurring in any of my accounts may be transferred by you
at your option to my margin account.

5. I will maintain such margins as you may in your discretion require from time
to time and will pay on demand any debit balance owing with respect to any of my
accounts. Whenever in your discretion you deem it desirable for your protection,
(and without the necessity of a margin call) including but not limited to an
instance where a petition in bankruptcy or for the appointment of a receiver is
filed by or against me, or an attachment is levied against my account, or in the
event of notice of my death or incapacity, or in compliance with the orders of
any Exchange, you may, without prior demand, tender, and without any notice of
the time or place of sale, all of which are expressly waived, sell any or all
securities which may be in your possession, or which you may be carrying for me,
or buy any securities of which my account or accounts may be short, in order to

<PAGE>

close out in whole or in part any commitment in my behalf or you may place stop
orders with respect to such securities or commodities and such sale or purchase
may be made at your discretion on any Exchange or other market where such
business is then transacted, or at public auction or private sale, with or
without advertising and neither any demands, calls, tenders or notices which you
may make or give in any one or more instances nor any prior course of conduct or
dealings between us shall invalidate the aforesaid waivers on my part. You shall
have the right to purchase for your own account any or all of the aforesaid
property at any such sale, discharged of any right of redemption, which is
hereby waived.

6. All transactions in any of my accounts are to be paid for or required margin
deposited no later than 2:00 p.m. (ET) on the settlement date.

7. I agree to pay interest and service charges upon my accounts monthly at the
prevailing rate as determined by you.

8. I agree that, in giving orders to sell, all "short" sale orders will be
designated as "short" by me and all "long" sale orders will be designated as
"long" by me and that the designation of a sell order as "long" is a
representation on my part that I own the security and, if the security is not in
your possession that it is not then possible to deliver the security to you
forthwith and I will deliver it on or before the settlement date.

9. Reports of the execution of orders and statements of my account shall be
conclusive if not objected to in writing addressed to the branch manager of the
office servicing such account(s) within five days and ten days, respectively,
after transmittal to me by mail or otherwise.

10. All communications including margin calls may be sent to me at my address
given you, or at such other address as I may hereafter give you in writing, and
all communications so sent, whether in writing or otherwise, shall be deemed
given to me personally, whether actually received or not.

11. No waiver of any provision of this agreement shall be deemed a waiver of any
other provision, nor a continuing waiver of the provision or provisions so
waived.

12. I understand that no provision of this agreement can be amended or waived
except in writing signed by an officer of your Company, and that this agreement
shall continue in force until its termination by me is acknowledged in writing
by an officer of your Company; or until written notice of termination by you
shall have been mailed to me at my address last given you.

13. o Arbitration is final and binding on the parties.
o The parties are waiving their right to seek remedies in court,
including the right to jury trial.
o Pre-arbitration discovery is generally more limited than and
different from court proceedings.
o The arbitrators' award is not required to include factual
findings or legal reasoning and any party's right to appeal or
to seek modification of rulings by the arbitrators is strictly
limited.

<PAGE>

o The panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities
industry.

This contract shall be governed by the laws of the State of New York, and shall
inure to the benefit of your successors and assigns, and shall be binding on the
undersigned, my heirs, executors, representatives, attorneys-in-fact,
administrators and assigns. Any controversy arising out of or relating to my
account, to transactions with or for me or to this Agreement or the breach
thereof, and whether executed or to be executed within or outside of the United
States, shall be settled by arbitration before either the New York Stock
Exchange, Inc. or the National Association of Securities Dealers, Inc. or any
other self-regulatory organization of which Wexford Clearing Services
Corporation is a member, as I may elect and under the then existing arbitration
procedures of the forum I have elected. If I do not make such election by
registered mail addressed to you at your main office within five (5) days after
demand by you that I make such election, then you may make such election. Notice
preliminary to, in conjunction with, or incident to such arbitration proceeding,
may be sent to me by mail and personal service is hereby waived. Judgment upon
any award rendered by the arbitrators may be entered in any court having
jurisdiction thereof, without notice to me. No person shall bring a putative
class action or certified class action to arbitration, nor seek to enforce any
pre-dispute arbitration agreement against any person who has initiated in court
a putative class action; or who is a member of a putative class who has not
opted out of the class with respect to any claims encompassed by the putative
class action until: (i) the class certification is denied; or (ii) the class is
decertified; or (iii) the customer is excluded from the class by the court. Such
forbearance to enforce an agreement to arbitrate shall not constitute a waiver
of any rights under this agreement except to the extent stated herein.

14. If any provision hereof is or at any time should become inconsistent with
any present or future law, rule or regulation of any securities or commodities
exchange or of any sovereign government or a regulatory body thereof and if any
of these bodies have jurisdiction over the subject matter of this agreement,
said provision shall be deemed to be superseded or modified to conform to such
law, rule or regulation, but in all other respects this agreement shall continue
and remain in full force and effect.

Lending Agreement

You and any firm succeeding to our firm are hereby authorized from time to time
to lend separately or together with the property of others, either to yourselves
or to others, any property, together with all attendant rights of ownership,
which you may be carrying for me on margin. In connection with

<PAGE>

such loans, you may receive and retain certain benefits to which I will not be
entitled. In certain circumstances, such loans may limit, in whole or in part,
my ability to exercise voting rights of the securities lent. This authorization
shall apply to all accounts carried by you for me and shall remain in full force
until written notice or revocation is received by you at your principal office
in New York.

By signing this Agreement, I acknowledge that my securities may be loaned to you
or loaned out to others.

By signing this Agreement, I acknowledge that I have received a copy of this
agreement.

This Agreement contains a pre-dispute arbitration clause at page 1 at paragraph
13.

/s/ Barrett R. Rochman
Date Client's Signature

Client: Please return White and Canary copies to the office serving your
account. Please retain the pink copy for your records.

Wexford Clearing Services Corporation, One New York Plaza, 11th Floor
New York, NY 10292-2011

<PAGE>

Exhibit 5

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

COMMUNITY FINANCIAL CORP.
- ------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

BARRETT R. ROCHMAN
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
N/A
---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
N/A
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
---------------------------------------------------------------------
(5) Total fee paid:
N/A
---------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
N/A
---------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
N/A
---------------------------------------------------------------------
(3) Filing Party:
N/A
---------------------------------------------------------------------
(4) Date Filed:
N/A
---------------------------------------------------------------------

<PAGE>

PROXY STATEMENT
OF
BARRETT R. ROCHMAN
1345 EAST PARK STREET
CARBONDALE, ILLINOIS 62901
(800) 529-3513

Solicitation of Proxies in Opposition to Proxies to be Solicited
by the Board of Directors of Community Financial Corp.

INTRODUCTION

My name is Barrett R. Rochman, and I am a significant stockholder of
Community Financial Corp. ("Community Financial"). I am the fourth largest
stockholder of Community Financial and own more shares of stock than any member
of its Board of Directors. I beneficially own 128,740 shares, which represents
approximately 5.8% of the outstanding shares of stock of Community Financial. I
am sending this Proxy Statement and the enclosed BLUE PROXY card to the holders
of common stock of Community Financial in connection with my solicitation of
proxies to be voted at the 2000 Annual Meeting of Stockholders of Community
Financial or, if directors are not elected at the next Annual Meeting, then at
the next meeting of stockholders at which directors are elected, and at any and
all adjournments of those meetings (the "Stockholders Meeting"). Although I do
not know the time and location of the next Stockholders Meeting, notice of such
meeting will be sent to you by Community Financial. I am soliciting proxies for
use at the Stockholders Meeting (i) to vote in favor of the election of Michael
B. Nadler and me to the Board of Directors of Community Financial, (ii) to vote
in favor of my stockholder proposal included in this Proxy Statement, and (iii)
to vote in my discretion on such other matters as may properly be presented at
the Stockholders Meeting.

I am sending this Proxy Statement to you directly or through your
broker or bank or through Community Financial on or about March 1, 2000.

You should receive two different proxy statements, each with its own
accompanying form of proxy, in connection with the Stockholders Meeting this
year. You are receiving this Proxy Statement and the enclosed BLUE PROXY card
from me. You also should receive a separate proxy statement and proxy card from
the Board of Directors of Community Financial (which probably will be white),
similar to the way you received these materials in prior years. These two proxy
statements will be very different because both the Board of Directors of
Community Financial and I will be attempting to obtain authority from you to
vote your shares at the Stockholders Meeting in accordance with our respective
recommendations. Even if you plan to attend the Stockholders Meeting, I
encourage you to sign and return only the enclosed BLUE PROXY card and not the
proxy card which you may receive from Community Financial. Any BLUE PROXY card
that you sign and return to me will be voted only in accordance with your
instructions.

Only one proxy of yours will be counted and used at the Stockholders
Meeting. If you sign, date and mail a BLUE PROXY card to me and if you later
sign and return a proxy card to Community Financial, the BLUE PROXY card will
not be counted when the votes are tabulated. I strongly urge you not to return
any proxy card sent to you by the Board of Directors of Community Financial.

-1-
<PAGE>

REASONS WHY I AM SOLICITING PROXIES

I decided to seek a position on the Board of Directors in an effort to
encourage the Board to take the following actions:

o to improve the financial performance of Community
Financial;

o to enhance stockholder value at Community Financial;
and

o to reduce directors fees at Community Financial.

I have experience in serving as a director of a publicly-held company,
as I served on the Board of Directors of Heartland Bancshares, Inc., a bank
holding company located in Herrin, Illinois, from December, 1998 to June, 1999,
at which time it was sold to Banterra Corp. Mr. Nadler, my other nominee, has 10
years of banking experience, with his most recent banking position being First
Vice President of Exchange National Bank in Chicago, Illinois from 1979 to 1981,
during which time he was responsible for a $100 million loan portfolio. Exchange
National was a bank with assets of approximately $1 billion before it was sold
and was a subsidiary of a holding company that was a publicly-held company.

As one of the significant stockholders of Community Financial, I am
very interested in the success of our company and in doing what is best for all
Community Financial stockholders. I believe that the current directors are not
operating Community Financial in a manner that is maximizing Community
Financial's financial performance or enhancing the value of Community
Financial's common stock. My belief is supported by the facts: in comparison to
the national averages for bank holding companies, consider for yourself
Community Financial's unfavorable return on stockholder equity, its unfavorable
return on total assets and its weak stock price. The Board of Directors must be
held accountable for Community Financial's weak performance.

COMMUNITY FINANCIAL'S PERFORMANCE - LOOK AT THE FACTS

The first fact that I would like to discuss comes straight out of
Community Financial's news release of February 17, 2000. In that release,
Community Financial reported earnings of 53 cents per share for the year ended
December 31, 1999, as compared to earnings of 57 cents per share for 1998. Last
year, our company's earnings decreased instead of increased. Wayne Benson, the
President and Chief Executive Officer of Community Financial, publicly said this
about our company's 1999 financial results, "While I was heartened to see
vigorous loan growth during the year, I am disappointed in our financial
results." I agree with Mr. Benson in that I too am disappointed with Community
Financial's 1999 financial results.

For many stockholders of companies, the price at which their stock is
trading is very important. I, for one, am happy when the price of my stock goes
up and am unhappy when the stock price remains relatively flat or goes down.
Well, I am very unhappy with the current stock price of Community Financial. On
February 25, 2000, the last trade was at $9-7/8.

If you look back a little farther, Community Financial's stock reached
a 4-year high of $23.50 per share on May 1, 1998. The price of $9-7/8 on
February 25, 2000 represents a decrease in value of almost 60% when compared to
the 4-year high of $23.50. To put it another way, if you had invested $1,000 in
the common stock of Community Financial at $23.50 a share, your investment would
now be worth about $420 (not including dividends). Something must be done to
increase the stock price of our company.

-2-
<PAGE>

Let me summarize for you below the high and low stock prices at which
the common stock of Community Financial has traded in the past 5 years. And
remember, when the stock of Community Financial was first sold to the public in
1995, the initial subscription price was $10 per share.

High Low
---- ---
1995 $14.00 $11.25
1996 $13.75 $11.75
1997 $20.25 $12.75
1998 $23.50 $11.00
1999 $11.50 $ 7.75

Many observers believe that one test of a company's performance is how
it compares to industry averages. Based upon its most recent reports on Form
10-Q and Form 10-K filed with the Securities and Exchange Commission (the
"SEC"), Community Financial had a return on average stockholders equity of 2.41%
for the quarterly period ended September 30, 1999 and a 3.43% return on average
stockholders equity for the year ended December 31, 1998. Based on statistics
included in the Bank Holding Company Performance Report provided by the Federal
Reserve Bank of St. Louis, the average return on equity for bank holding
companies nationwide with assets greater than $300 million, but less than $500
million, was 12.32% for the quarterly period ended September 30, 1999 and 13.21%
for 1998. So, you can easily see that Community Financial's recent returns on
average stockholders equity have been about 20% to 25% of the national averages.

In addition, based again upon its most recent reports on Form 10-Q and
10-K filed with the SEC, Community Financial had a return on average assets of
0.26% for the quarterly period ended September 30, 1999 and 0.40% for the year
ended December 31, 1998. Again, based on statistics included in the Bank Holding
Company Performance Report, the average return on assets for bank holding
companies nationwide with assets greater than $300 million, but less than $500
million, was 1.09% for the quarterly period ended September 30,1999 and 1.14%
for 1998. So, you can see that Community Financial's recent returns on assets
have been about 25% to 35% of the national averages.

I have summarized these facts in the table below.

<TABLE>
<CAPTION>
Bank holding companies
with greater than $300 but
Community Financial less than $500 million in assets
------------------- --------------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Return on Equity 2.41% 3.43% 12.32% 13.21%

Return on Assets 0.26% 0.40% 1.09% 1.14%
</TABLE>

Let's face reality and "cut to the chase." In my opinion, Community
Financial's recent financial performance has been relatively poor. To look at it
another way, those of you who bought stock of Community Financial in its initial
public offering in 1995 and who still hold the stock today probably would have
been better off financially investing your money in a 5% bank account five years
ago instead of

-3-
<PAGE>

investing in Community Financial stock.(1) All the while, Community Financial
has operated and continues to operate, in my opinion, at a sub-par level.

Now, consider the directors fees that Community Financial paid its
Board members in 1998. Each non-employee member of Community Financial's Board
who is also a director of Community Bank & Trust, N.A. ("CB&T"), Community
Financial's largest subsidiary, received an annual fee of $5,000, except for the
Chairman of the Board of CB&T, who received an annual fee of $15,000. If that is
not enough, the outside directors (other than the Chairman of the Board) also
received a fee of $350 for each Board meeting attended and $100 for each
committee meeting attended (that means an additional $4,200 in fees based on 12
Board meetings per year). Furthermore, certain directors were provided the
opportunity to make as much as $500 per board meeting attended with respect to
the various other subsidiaries of Community Financial.

Here is a summary of these fees based on information from last year's
annual meeting proxy statement.

Person Amount of Fees
------ --------------

Chairman of the Board $15,000 per year.

Other Directors (who are not also $9,200 per year, plus $100
employees of Community Financial) for each committee
meeting of Community
Financial attended.

Wayne H. Benson $16,200 in 1998.

Shirley B. Kessler $5,000 in 1998.

If I am elected, I will immediately recommend that the Board of
Directors reduce or eliminate all directors fees. While I believe people should
be paid for serving on Community Financial's Board of Directors, the directors
fees should be tied to Community Financial's performance. Thus, I would like to
see all directors fees eliminated or reduced until Community Financial's stock
price trades above $14 for six consecutive months and until reasonable earnings
goals are met.

To top it all off, directors are eligible to participate in Community
Financial's Management Recognition Plan (the "MRP"). Almost 60,000 shares have
been issued to directors of Community Financial under the MRP. The question we
stockholders should ask is, "what is our company recognizing?" It appears to me
that Community Financial has recognized and applauded poor company performance
resulting from the Board's actions and decisions. Let's face it, in order to
reflect the true performance of these individuals, the MRP should, at best, be
renamed the "Mediocre Results Plan."

If I am elected, I also will immediately recommend that the Board of
Directors hire a consultant or other advisor which specializes in financial
institutions to make recommendations to the Board regarding specific measures
designed to improve earnings at Community Financial and enhance stockholder
value. I plan to evaluate and recommend specific alternatives for enhancing
stockholder value after I have been

- --------

(1) Assumes a stock price of $9-7/8 as of February 25, 2000. Assuming you
bought stock in Community Financial's initial public offering in 1995 and
received dividends for 5 years at 25 cents per share, your investment would be
worth approximately $11-1/8 as of February 25, 2000. If you had instead invested
$10 in a bank account earning a 5% annual interest rate rather than in Community
Financial's stock in its initial public offering, your investment would have
been worth $12.50 after five years. Neither value has been compounded.

-4-
<PAGE>

elected to the Board of Directors of Community Financial and have had an
opportunity to review the operations of Community Financial as well as the
recommendations of the consultant. These measures and alternatives, if
implemented, hopefully would result in enhanced stockholder value and an
increase in Community Financial's stock price. Additionally, although I have no
plans to recommend or pursue an immediate sale of Community Financial, I am open
to considering a sale of Community Financial as part of a strategy for enhancing
stockholder value.

I believe I can serve the best interests of the stockholders of
Community Financial, but I need your support to elect Michael Nadler and me to
the Board of Directors.

ELECTION OF DIRECTORS OF COMMUNITY FINANCIAL

The Articles of Incorporation of Community Financial that are on file
with the SEC provide that the Board of Directors of Community Financial will
consist of not less than six nor more than eleven directors divided into three
classes as nearly equal in number as possible. The directors of each class are
elected to serve for a term of three years and until their successors have been
elected and qualified. One class is to be elected annually by the stockholders
of Community Financial. A class of two directors should be elected at the
Stockholders Meeting for a three-year term and until their successors have been
elected and qualified. I am soliciting proxies to elect Michael Nadler and me to
fill this class of directors.

The Articles of Incorporation of Community Financial provide that each
share of common stock is entitled to one vote. Directors will be elected by a
majority of the votes cast at a meeting at which a quorum is present. I intend
to vote for Michael Nadler and myself for election as directors whose terms will
expire in 2003.

Only your latest dated proxy will be counted at the Stockholders
Meeting. If you choose to vote by proxy for Michael Nadler and me by using the
enclosed BLUE PROXY, you may not also use the proxy card provided by Community
Financial to vote for any other nominees or any other matters. In addition, you
CANNOT use the proxy card provided by the Board of Directors of Community
Financial to vote for Michael Nadler or me.

I have agreed to serve as a director of Community Financial if elected.
Michael Nadler has informed me that he has agreed to serve as a director of
Community Financial if elected. This is the only agreement or understanding
between Michael Nadler and me. Michael Nadler and I have no agreements or
understandings as to how we will vote or what actions we will propose if elected
as directors. Michael Nadler and I, if elected, will each act in a manner that
we respectively believe will be in the best interests of Community Financial's
stockholders. I believe that immediate action must be taken to improve Community
Financial's financial performance and stock price.

Unless you instruct me otherwise, I will vote the BLUE PROXIES received
by me FOR the election of Michael Nadler and me as directors of Community
Financial.

APPROVAL OF MY PROPOSAL

I also intend to submit the proposal set forth below for consideration
by the stockholders of Community Financial at the upcoming Stockholders Meeting.
Additionally, I intend to submit the following statement in support of my
proposal. Absent instructions to the contrary, the BLUE PROXIES received by me
will be voted FOR my stockholder proposal. The affirmative vote of a majority of
the shares represented at the Stockholders Meeting is required to approve my
proposal.

-5-
<PAGE>

My Stockholder Proposal
-----------------------

RESOLVED, that the stockholders of Community Financial Corp.,
present in person or by proxy, recommend that the Board of Directors
(a) engage the services of a consultant or other advisor which has
experience in advising financial institutions to make recommendations
to the Board of Directors as to specific actions designed to improve
earnings of Community Financial Corp. and enhance stockholder value,
and (b) prepare a report regarding the advisor's or consultant's
recommendations, at reasonable expense, for distribution to
stockholders within six months of this meeting of stockholders.

My Statement in Support of My Proposal
--------------------------------------

I believe that the Board of Directors should hire a consultant
or other advisor which has experience in advising in financial
institutions to assist the Board in taking action designed to improve
earnings and enhance stockholder value at Community Financial and to
increase the stock price of Community Financial. Accordingly, I
respectfully ask you to vote in favor of my proposed resolution. Please
note, however, that if my resolution is approved by stockholders, it
would recommend that the Board of Directors take certain action but not
mandate any action.

INFORMATION ABOUT
BARRETT R. ROCHMAN AND MICHAEL B. NADLER

The following table shows the number and percentage of the outstanding
shares of common stock of Community Financial beneficially owned by my nominees
for election as directors:

Name Number Percentage *
---- ------ ----------

Barrett R. Rochman 128,740 5.8%

Michael B. Nadler 8,000 0.4%

* Based upon 2,213,645 outstanding shares of common stock of
Community Financial, as disclosed in Community Financial's Form 10-Q for the
quarter ended September 30, 1999.

o Barrett R. Rochman
- ---------------------

My principal occupation is the real estate investment business. My
principal real estate investment activities include owning and renting
commercial and residential real estate, purchasing tax certificates in Illinois
and managing real property acquired through tax certificates. I have over 30
years of experience as a real estate investor. I am 56 years old and both my
office and home are located in Carbondale, Illinois, where I have lived for the
past 35 years. My business address is 1345 East Park Street, Carbondale,
Illinois 62901. I engage in my principal occupation through the following
entities:

Rochman Rentals - 1345 East Park Street, Carbondale, Illinois 62901
(rental property company)
S.I. Securities - 1345 East Park Street, Carbondale, Illinois 62901
(real estate investment company)
S.I. Securities, Inc. - 1345 East Park Street, Carbondale,
Illinois 62901 (real estate investment company)
S.I.-P.I. - 1345 East Park Street, Carbondale, Illinois 62901
(real estate investment company)
Boo Noz Corp. - 1345 East Park Street, Carbondale, Illinois 62901
(real estate investment company)
S.I. Boo, LLC - 1345 East Park Street, Carbondale, Illinois 62901
(real estate investment company)

-6-
<PAGE>

The SEC instituted proceedings against me in 1998 alleging that I
violated Section 13(d) of the Securities Exchange Act of 1934 and certain rules
thereunder (collectively the "Laws"). These proceedings were settled on February
17, 1999 without me having to admit or deny any of the alleged violations. As
part of the settlement, the SEC ordered me to cease and desist from committing
or causing any violation or any future violation of the Laws. The proceedings of
the SEC related to certain reports that I was required to file with the SEC
because I owned more than 5% of the outstanding shares of common stock of
Heartland Bancshares, Inc. I was not required to pay any fine or penalty in
connection with the settlement.

o Michael B. Nadler
- --------------------

Mr. Nadler's principal occupation is real estate investment and
consulting. He has 10 years of experience in the banking industry, with his most
recent banking position being First Vice President of Exchange National Bank in
Chicago, Illinois from 1979 to 1981. Exchange National was bank with
approximately $1 billion in assets before it was sold. While at Exchange
National, Mr. Nadler was responsible for the management of a $100 million loan
portfolio. The holding company for Exchange National was a publicly-held
company. Mr. Nadler also has served as president and a senior level manager at
CNA Tax Investors, Ltd. (tax certificate purchasing) from 1982 to 1994 and
national risk manager at Capital Asset Research Corp. (tax certificate and
municipal lien purchasing) from 1994 to 1999. Mr. Nadler is 51 years old and he
resides in Riverwoods, Illinois, which is a suburb of Chicago. He has lived in
Riverwoods, Illinois for the past six years.

Mr. Nadler engages in his real estate investment and consulting
activities through KLN Real Estate Investors, Ltd. (tax purchasing and real
estate investments), 5225 West Touhy Avenue, Suite 213, Skokie, Illinois 60077
and Thornwood Partners, Ltd. (consultants on tax certificate purchasing), 1919
Thornwood Lane, Riverwoods, Illinois 60015.

-----------------------------------

Neither Michael Nadler or I nor any of our associates (i) are, or
within the past year have been, a party to any contract, arrangement or
understanding with any person with respect to any securities of Community
Financial, (ii) have, or during the past two years had, a direct or indirect
interest in any transaction or series of similar transactions or in any
currently proposed transaction or series of proposed transactions to which
Community Financial, or any of its subsidiaries, was or is to be a party, (iii)
have any arrangement or understanding with any person or among ourselves with
respect to any future transactions to which Community Financial or any of its
affiliates will or may be a party, (iv) have any arrangement or understanding
with any person or among ourselves with respect to future employment by
Community Financial or its affiliates, or (v) own any common stock of Community
Financial of record but not beneficially. Neither Michael Nadler or I nor any
companies that we control have had loans outstanding with Community Financial
since the beginning of its last fiscal year.

Michael Nadler and I do not have any arrangement or understanding
with any other person or among ourselves according to which any of us will be
nominated as a director of Community Financial. Neither Michael Nadler or I nor
any of our associates have any interest in the matters to be voted upon at the
Stockholders Meeting other than the respective interests of Michael Nadler and
me as stockholders of Community Financial.

I estimate that my total expenditures relating to my solicitation of
proxies will be approximately $75,000 (including, but not limited to, costs
related to attorneys, printing, transportation and other costs incidental to the
solicitation). My expenditures to date relating to this solicitation have been
approximately $1,700. If elected as a director, I intend to seek reimbursement
of these expenses from Community Financial.

-7-
<PAGE>

I do not know if the Board of Directors will submit my reimbursement request to
a vote of stockholders of Community Financial.

I have not purchased or sold any shares of common stock of Community
Financial prior to January 7, 1999. Since January 7, 1999, my only transactions
in shares of common stock of Community Financial consist of the following
purchases:

Date Number of Shares
---- ----------------
January 7, 1999 1,000 shares
January 8, 1999 800 shares
January 11, 1999 200 shares
February 1, 1999 200 shares
February 9, 1999 2,000 shares
July 1, 1999 8,500 shares
July 2, 1999 7,500 shares
August 25, 1999 5,000 shares
September 1, 1999 4,700 shares
September 8, 1999 2,000 shares
September 23, 1999 6,000 shares
October 5, 1999 6,000 shares
October 19, 1999 4,000 shares
October 20, 1999 3,000 shares
November 2, 1999 6,000 shares
November 4, 1999 5,000 shares
November 30, 1999 2,000 shares
December 27, 1999 600 shares
January 3, 2000 10,000 shares
January 5, 2000 2,000 shares
January 5, 2000 2,300 shares
January 6, 2000 2,300 shares
January 6, 2000 2,000 shares
January 6, 2000 1,000 shares
January 6, 2000 1,000 shares
January 7, 2000 1,000 shares
January 10, 2000 1,100 shares
February 1, 2000 12,500 shares

My wife, Marilyn Rochman, whose address also is 1345 East Park Street,
Carbondale, Illinois 62901, directly owns 6,340 shares of common stock of
Community Financial. During the past two years, Mrs. Rochman has completed the
following purchases of common stock of Community Financial:

Date Number of Shares
---- ----------------

July 6, 1999 440 shares
November 22, 1999 500 shares
December 22, 1999 2,000 shares
December 30, 1999 3,000 shares
January 4, 2000 400 shares

-8-
<PAGE>

The Boo Rochman Charitable Corp. and the Rochman Family Investment,
both of which I am administrator, own 20,300 and 2,400 shares of common stock of
Community Financial, respectively. I share the power to vote and dispose of
these shares with my wife. During the past two years, the Boo Rochman Charitable
Corp. or the Rochman Family Investment completed the following transactions in
the common stock of Community Financial, all of which were purchases except as
indicated:

Date Number of Shares
---- ----------------

January 11, 1999 3,000 shares
February 23, 1999 2,000 shares
April 6, 1999 2,500 shares
April 7, 1999 1,500 shares
December 6, 1999 2,000 shares
December 7, 1999 500 shares
December 8, 1999 1,100 shares
December 16, 1999 2,400 shares
December 21, 1999 8,700 shares
January 7, 2000 1,000 shares (sale)

As of the date of this Proxy Statement, the total amount of funds used
in the purchase of shares of common stock of Community Financial by my wife, the
Boo Rochman Charitable Corp., Rochman Family Investment and me totals
approximately $1,156,000. This amount is based on the total number of shares of
common stock of Community Financial that I have purchased, as well as the total
number of shares purchased by my wife, the Boo Rochman Charitable Corp. and
Rochman Family Investments, multiplied by the price per share paid and does not
include broker fees associated with such purchases. To date, I have obtained
personal loans in the amount of approximately $500,000 from the First National
Bank & Trust Company in Carbondale, Illinois, and my wife, the Boo Rochman
Charitable Corp., Rochman Family Investments and I have used a total of
approximately $656,000 of our respective funds, including funds obtained from
broker margin accounts, for such purchases.

Since January 1, 1999, Michael Nadler's transactions in shares of
Community Financial common stock have been the following purchases, all of which
were completed using his personal funds totaling approximately $77,000:

Date Number of Shares
---- ----------------

December 30, 1999 2,000 shares
January 10, 2000 2,000 shares
January 12, 2000 2,000 shares
February 22, 2000 2,000 shares

Mr. Nadler has not purchased or sold any other shares of common stock
of Community Financial.

CERTAIN INFORMATION ABOUT COMMUNITY FINANCIAL

Based upon Community Financial's report on Form 10-Q filed with the SEC
for the quarter ended September 30, 1999, there were 2,213,645 shares of common
stock, $.01 par value per share, of Community Financial outstanding. Under
Community Financial's Articles of Incorporation, each share of common stock is
entitled to one vote on each matter to be considered at the Stockholders
Meeting. The address of Community Financial's principal office is 240 East
Chestnut, Olney, Illinois 62450.

-9-
<PAGE>

DATE, TIME AND PLACE OF THE COMMUNITY FINANCIAL
STOCKHOLDERS MEETING

According to the By-Laws of Community Financial currently on file with
the SEC, the Stockholders Meeting will be held at the main office of Community
Financial at such date and time as Community Financial's Board of Directors may
determine. Notice of the date and time of such meeting will be sent to you by
Community Financial. I do not yet know the record date for stockholders entitled
to notice of and to vote at the Stockholders Meeting and any adjournment
thereof.

OTHER MATTERS

I will vote your shares of Community Financial common stock represented
by properly executed BLUE PROXIES in the manner which you direct. If no specific
direction is given, I will vote pursuant to the BLUE PROXIES FOR the election of
Michael Nadler and me to the Board of Directors of Community Financial and FOR
approval of my stockholder proposal set forth above. I am assuming that the only
matters to be presented at the Stockholders Meeting will be the election of
directors of Community Financial and my stockholder proposal. If other matters
are properly presented at the Stockholders Meeting, the BLUE PROXIES will grant
me authority to vote such proxies in my discretion on such matters. Although I
do not expect any such matters to be presented, if they are presented, I intend
to vote in accordance with my best judgment on such matters. I intend to deliver
this Proxy Statement and accompanying form of BLUE PROXY to holders of at least
the percentage of Community Financial's common stock required under applicable
law to carry my stockholder proposal.

Proxies marked as abstentions, broker non-votes or as withholding
authority to vote for Michael Nadler or me as directors or my stockholder
proposal will be treated as shares present for purposes of determining whether a
quorum for the Stockholders Meeting is present but will not be counted as votes
cast for Michael Nadler or me or my stockholder proposal.

Please refer to Community Financial's proxy statement relating to the
Stockholders Meeting that may be sent to all stockholders with respect to
information concerning (i) beneficial ownership by management of Community
Financial's securities, (ii) beneficial owners of 5% or more of Community
Financial's securities, (iii) committees of Community Financial's Board of
Directors, (iv) meetings of Community Financial's Board of Directors and all
committees thereof, (v) certain information regarding the existing directors as
well as management's nominees to serve as directors of Community Financial, (vi)
compensation and remuneration paid and payable to Community Financial's
directors and management, (vii) the date by which stockholders must submit
proposals to Community Financial for inclusion in Community Financial's next
annual meeting proxy statement, and (viii) other matters required by law to be
disclosed. I have no independent knowledge as to the accuracy or completeness of
the proxy statement that Community Financial's Board of Directors may send to
you in connection with the Stockholders Meeting.

The expense of preparing and mailing this Proxy Statement and my other
proxy soliciting material, as well as my cost of soliciting proxies, will be
borne by me but, if elected, I will seek reimbursement of such costs and
expenses from Community Financial. In addition to the use of the mails, proxies
may be solicited by me, by my employees or agents or by employees or agents of
S.I. Securities who will not be specially compensated for such soliciting,
through the use of telephone, fax, telegram, mail, overnight delivery services
and personal solicitation. Approximately two employees or agents will be
involved in soliciting proxies for me. I also will request brokerage firms,
banks, nominees, custodians and fiduciaries to forward my solicitation materials
to the beneficial owners of common stock of Community Financial held by such
institutions or persons, and I will reimburse such institutions and persons for
their reasonable costs of forwarding such material.

-10-
<PAGE>

Once the Board of Directors has established the agenda for the
Stockholders Meeting and the record date for stockholders of Community Financial
who are eligible to attend and vote at the meeting, I may send additional
information to you regarding the meeting. If you buy or sell shares of Community
Financial common stock between the date of this Proxy Statement and the record
date for the Stockholders Meeting, then you may have to complete and sign a new
BLUE PROXY.

IMPORTANT -- Please sign and date only the enclosed BLUE PROXY and mail
it as soon as possible in the self-addressed, postage-prepaid envelope provided.
When you receive a proxy card from Community Financial relating to the
Stockholders Meeting, please do not sign or return it to Community Financial. If
you do so, it may revoke any proxy that you return to me. If you want to revoke
any proxy you have given to me, you may do so by signing and returning a new
proxy (dated subsequent to any previous proxy), by attending the Stockholders
Meeting and voting in person or by sending me a written letter of revocation of
your proxy at the address shown on page 1 of this Proxy Statement.

The date of this Proxy Statement is March 1, 2000.

* * *

IMPORTANT

Your vote is important. No matter how many or how few shares you own,
please sign, date and return to me the enclosed BLUE PROXY as soon as possible.

Please sign and mail only the enclosed BLUE PROXY if you wish to vote
in accordance with my recommendations. Do not sign any proxy card that you may
receive from the Board of Directors of Community Financial.

You must sign your BLUE PROXY exactly as your name appears on your
stock certificate of Community Financial. If you own your stock jointly, both
owners should sign the BLUE PROXY.

STREET NAME STOCKHOLDERS: If your shares of common stock are held in
the name of your broker, bank or other nominee, you must to contact your broker,
bank or nominee and give them instructions as to the voting of your stock. Your
broker or bank cannot vote your shares without receiving your instructions.
Please contact the person responsible for your account and instruct them to
execute a BLUE PROXY as soon as possible.

The proxies that I am soliciting will be valid only at the Stockholders
Meeting. The proxies will not be used for any other meeting and may be revoked
at any time before they are exercised.

If you have any questions or need further assistance, please do not
hesitate to contact me at (800) 529-3513.

-11-
<PAGE>

BARRETT R. ROCHMAN
1345 East Park Street
Carbondale, Illinois 62901
(800) 529-3513

March 1, 2000

Dear Fellow Stockholder:

Enclosed are my proxy statement and proxy card relating to the 2000
annual meeting of stockholders of Community Financial Corp. ("Community
Financial") or, if directors are not elected at the annual meeting, the next
meeting of stockholders at which directors are elected. I decided to solicit
your vote in favor of electing Michael B. Nadler and me to the Board of
Directors of Community Financial because I am disappointed, among other reasons,
with the financial performance and stock price of Community Financial. I also am
soliciting proxies in favor of my stockholder proposal recommending that the
Board of Directors of Community Financial hire an advisor or other consultant
which has experience in advising financial institutions to make recommendations
of specific actions designed to improve earnings at Community Financial and
enhance stockholder value.

As my proxy statement indicates, I am soliciting proxies to elect a
class of two directors of Community Financial who are up for election this year.
I do have past experience with the board of directors of a publicly-held
company, having served on the board of directors of Heartland Bancshares, a bank
holding company in Herrin, Illinois, from December, 1998 to June, 1999, at which
time Heartland was sold to Banterra Corp.

Mr. Nadler, my other nominee, has 10 years of experience in the banking
industry, with his most recent banking position being First Vice President of
Exchange National Bank in Chicago, Illinois from 1979 to 1981. Exchange National
was a bank with approximately $1 billion in assets before it was sold. While at
Exchange National, Mr. Nadler was responsible for the management of a $100
million loan portfolio. The holding company for Exchange National also was a
publicly-held company.

If I am elected, I will encourage the Board of Directors to take
measures designed to improve earnings at Community Financial. These measures, if
implemented, hopefully will result in enhanced stockholder value and an increase
in Community Financial's stock price. Although I have no plans to recommend
pursuing an immediate sale of Community Financial, I remain open to considering
a sale as part of a strategy for enhancing stockholder value.

Among the things that trouble me with Community Financial is its
current stock price. When Community Financial's stock was first offered to the
public in 1995, it sold for $10 a share. On February 25, 2000, some 4 1/2 years
later, the last trade was at $9-7/8. Think about it for a moment, a person who
purchased Community Financial stock in the initial public offering in 1995 and
who still is a stockholder today probably would have been better off financially
investing his or her money in a bank account earning 5% per year rather than
investing in Community Financial stock.

Another thing that frustrates me with Community Financial is the amount
of directors fees paid to our directors. In 1998, each outside director of
Community Financial had the opportunity to receive at least $9,200 per year in
directors and committee fees, with the Chairman of the Board having the
opportunity to receive at least $15,000 per year. If directors fees are going to
be paid, then we should expect better results from

<PAGE>

Stockholders of Community Financial Corp.
March 1, 2000
Page 2

Community Financial. If elected, I will immediately recommend that directors
fees be eliminated or reduced until Community Financial's stock price has traded
above $14 per share for 6 consecutive months and until reasonable earnings goals
are met. I think our directors need an incentive to take appropriate steps to
increase our company's stock price. I would like our directors to establish
earnings and stock price goals each year and not accept directors fees unless
those goals are met.

I also am very disappointed with the Management Recognition Plan of
Community Financial. Under the Management Recognition Plan, approximately 60,000
shares of Community Financial were awarded to directors. That seems to me to be
a lot of stock to be awarded when the stock price of Community Financial is
trading at a price today that is lower than its initial public offering price of
$10 per share and when its returns on equity and assets are significantly below
its peers. The question we stockholders should ask is, "what is our company
recognizing?" It appears to me that the Management Recognition Plan has, at
best, rewarded mediocrity and should instead have been called the "Mediocre
Results Plan."

In addition, I recently read Community Financial's news release of
February 17, 2000. In that release, Community Financial reported earnings of 53
cents per share for the year ended December 31, 1999, as compared to earnings of
57 cents per share for 1998. Last year, our company's earnings decreased instead
of increased. Wayne Benson, the President and Chief Executive Officer of
Community Financial, publicly said this about our company's 1999 financial
results, "While I was heartened to see vigorous loan growth during the year, I
am disappointed in our financial results." I agree with Mr. Benson in that I too
am disappointed with Community Financial's 1999 financial results.

I have two more items to share with you. First, I was unhappy with the
financial performance and stock price of another bank holding company, Heartland
Bancshares, Inc., which was the holding company for Heartland National Bank in
Herrin, Illinois. Heartland was sold to Banterra Corp. last year. I owned almost
8% of the outstanding stock of Heartland Bancshares. I also ran for the board of
directors and solicited proxies in favor of my election. During the two months
before I went on Heartland's board, the stock was trading between about $9 and
$12 per share. Within about a month after I joined the board, the stock was
trading above $14 a share. Now, I'm not suggesting that my going on the board of
Heartland was the sole reason for the increase in the stock price, but I'd like
to think that my appointment to the board did have a positive effect on the
stock price. In addition, shortly after I joined the board at Heartland, it
decided to sell to Banterra Corp. That sale closed in mid-1999 at a sale price
of $15.75 a share. While I am not implying here that similar increases in
Community Financial's stock price or that a sale of Community Financial will
occur if I am elected to the Board, I did want you to know what happened at
another bank holding company on whose board I recently served.

Second, I also was disappointed with the financial performance and
stock price of another holding company, CSB Bancorp, which is the holding
company for Centralia Savings Bank in Centralia, Illinois. I own in excess of 3%
of the outstanding stock of CSB, and I asked the board of directors of CSB to
make another individual and me the management's nominees for election as
directors at the 2000 annual meeting of stockholders of CSB. I wanted to go on
the board with goals of trying to increase earnings and enhance stockholder
value at CSB. When CSB did not respond to my request, I was prepared to mail my
proxy materials to CSB's stockholders and engage in a proxy contest. About 2 or
3 days before I was going to mail my proxy materials, however, CSB announced
that it was going to sell to Midland States Bancorp, with

<PAGE>

Stockholders of Community Financial Corp.
March 1, 2000
Page 3

stockholders to receive a cash price of $16 for each share of CSB (incidentally,
I voluntarily determined not to mail my proxy materials after the merger
announcement was made). Before the announcement of its sale, CSB's stock had
traded at a high of about $11 and a low of about $9 during 1999. Again, while I
am not implying here that a sale of Community Financial will occur if I am
elected to the Board or if I solicit proxies in favor of my election and my
stockholder proposal, I did want you to know what happened at another bank
holding company where I was a significant stockholder and where I was actively
considering running a proxy contest in an effort to get elected to the board.

After you have read my proxy statement, please sign the enclosed BLUE
PROXY card and return it to me as soon as possible in the enclosed
self-addressed, postage pre-paid envelope. If you hold your shares through a
broker or a bank, please call the person responsible for your account as soon as
possible and ask him or her to vote the BLUE PROXY card and not to vote the
proxy card you may receive from Community Financial.

You also should receive a separate proxy statement and proxy card from
the Board of Directors of Community Financial similar to the way you received
those materials in the past. I encourage you to sign and return only the
enclosed BLUE PROXY card and not the proxy card you may receive from Community
Financial. If you do sign, date and return a BLUE PROXY card to me and if you
then later sign and return a proxy card to Community Financial, only the later
proxy will be counted and the BLUE PROXY will not be voted.

Thank you in advance for your support. If you have any questions at
all, need further assistance or want to discuss my views regarding Community
Financial, please do not hesitate to call me at (800) 529- 3513.

Sincerely,

Barrett R. Rochman

<PAGE>

PROXY PROXY

PROXY SOLICITED ON BEHALF OF BARRETT R. ROCHMAN
FOR USE AT THE 2000 ANNUAL MEETING OF STOCKHOLDERS
OF COMMUNITY FINANCIAL CORP. OR, IF DIRECTORS ARE NOT ELECTED AT THAT MEETING,
THEN AT THE NEXT MEETING OF STOCKHOLDERS AT WHICH DIRECTORS ARE ELECTED

The undersigned hereby appoints Barrett R. Rochman as proxy, with full
power to appoint his substitute, to represent and to vote, as indicated below,
all shares of common stock of Community Financial Corp. ("Community Financial")
which the undersigned is entitled to vote at the 2000 Annual Meeting of
Stockholders of Community Financial or, if directors are not elected at that
meeting, then at the next meeting of stockholders at which directors are
elected, and at any and all adjournments thereof (the "Stockholders Meeting"),
upon the following matters:

1. Election of Barrett R. Rochman and Michael B. Nadler as
Directors.
-------------------------------------------------------

[ ] FOR the election of both nominees listed above, except as
indicated below.

[ ] WITHHOLD AUTHORITY to vote for the election of both
nominees listed above.

INSTRUCTION: To withhold authority to vote for the election
of any individual nominee, write that nominee's name in the
space provided below.

2. Stockholder Proposal of Mr. Rochman. Approval of Mr.
Rochman's proposal with regard to hiring a consultant or other
advisor to make recommendations to the Board of Directors
regarding actions to be taken to improve earnings at Community
Financial and enhance stockholder value.

[ ] FOR [ ] WITHHOLD [ ] ABSTAIN

3. Other Matters. In his discretion, Mr. Rochman, as proxy, is
authorized to vote on such other matters as may properly be
presented at the Stockholders Meeting.

Please sign on reverse side

<PAGE>

This Proxy will be voted as directed, but if no direction is indicated,
this Proxy will be voted FOR the election of Barrett R. Rochman and Michael B.
Nadler as directors of Community Financial and FOR the proposal of Mr. Rochman
with regard to hiring a consultant or other advisor to make recommendations to
the Board of Directors regarding actions to be taken to improve earnings at
Community Financial and enhance stockholder value. With respect to any other
matters that may properly be presented at the Stockholders Meeting, Mr. Rochman
intends to vote in accordance with his best judgment on such matters.

THE UNDERSIGNED HEREBY REVOKES ANY AND ALL PROXIES RELATING TO THE
STOCKHOLDERS MEETING PREVIOUSLY GIVEN BY THE UNDERSIGNED WITH RESPECT TO ALL
SHARES OF COMMON STOCK OF COMMUNITY FINANCIAL OWNED BY THE UNDERSIGNED.

Dated: , 2000 ----------------------------------
--------------- (Signature)

----------------------------------
(Signature, if held jointly)

----------------------------------
(Title, if applicable)

Please sign exactly as your name
appears on the stock records of
Community Financial. If there are two
or more owners, both should sign this
proxy. When signing as attorney,
executor, administrator, trustee,
guardian or other representative
capacity, please give full title as
such. If owner is a corporation,
please indicate full corporate name
and sign by an authorized officer. If
owner is a partnership or limited
liability company, please indicate
the full partnership or limited
liability company name and sign by an
authorized person.