exv10w8



 





Exhibit 10.8




KEITH M. ROSELAND

Employment Agreement




     This Employment Agreement (this “Agreement”), is made and entered into as
of October    , 2003 (the “Effective Date”) by and between Centrue Bank, an
Illinois state bank with its main office in Kankakee, Illinois (the
“Employer”), and Keith M. Roseland (the “Executive”).



Recitals




     A. The Executive is currently employed as an executive of the Employer.



     B. The Employer and the Executive have made commitments to each other on a
variety of important issues concerning Executive’s employment, including the
performance that will be expected of Executive, the compensation the Executive
will be paid, how long and under what circumstances Executive will remain
employed and the financial details relating to any decision that either the
Employer or the Executive might ever make to terminate this Agreement.



     C. The Employer recognizes that circumstances may arise in which a change
of control of the Employer through acquisition or otherwise may occur thereby
causing uncertainty of employment without regard to the competence or past
contributions of the Executive which uncertainty may result in the loss of
valuable services of the Executive and the Employer and the Executive wish to
provide reasonable security to the Executive against changes in the employment
relationship in the event of any such change of control.



     NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter contained, it is covenanted and agreed by and between
the parties hereto as follows:



Agreements




     Section 1. Term. The term of this Agreement and the Executive’s
employment hereunder shall be for a term of one (1) year commencing as of the
Effective Date.



     Section 2. Position and Duties. The Employer hereby employs the Executive
as the President, Centrue West of the Employer or in such other senior
executive capacity or capacities as shall be mutually agreed between the
Employer and the Executive. During the period of the Executive’s employment
hereunder, the Executive shall devote his best efforts and full business time,
energy, skills and attention to the business and affairs of the Employer, its
parent company, Centrue Financial Corporation (the “Holding Company”) and the
other direct and indirect subsidiaries of the Holding Company (together with
the Employer, the “Subsidiaries” or “Subsidiary”). The Executive’s duties and
authority shall consist of and include all duties and authority customarily
performed and held by persons holding equivalent positions with business
organizations similar in nature and size to the Employer, as such duties and
authority are reasonably defined, modified and delegated from time to time by
the President and Chief Executive Officer of the Employer to whom the Executive
shall report during the term of this Agreement (the “Board”). The Executive
shall have the powers necessary to perform the duties



 









 





assigned to him and shall be provided such supporting services, staff,
secretarial and other assistance, office space and accoutrements as shall be
reasonably necessary and appropriate in the light of such assigned duties.



     Section 3. Compensation. As compensation for the services to be provided
by the Executive hereunder, the Executive shall receive the following
compensation, expense reimbursement and other benefits:



          (a) Base Compensation. The Executive shall receive an aggregate annual
minimum Base Salary of one hundred and ten thousand dollars ($110,000) payable
in installments in accordance with the regular payroll schedule of the Employer
(“Base Salary”). Such Base Salary shall be subject to review annually
commencing in 2004 and shall be maintained or increased during the term of this
Agreement in accordance with the Employer’s established management compensation
policies and plans.



          (b) Performance Bonus. The Executive shall be eligible to receive an
annual performance bonus, payable within sixty (60) days after the end of the
fiscal year of the Employer, in an amount not to exceed twenty-five percent
(25%) of the Executive’s Base Salary for the applicable year. The amount, if
any, shall be determined by the Board of Directors of the Employer (the
“Board”), or the appropriate committee thereof, and shall generally be based on
a combination of organization-wide and individual performance criteria.



          (c) Stock Option Grant. At the Effective Date, the Board of Directors of
the Holding Company, or the appropriate committee thereof, shall grant the
Executive an option to purchase two thousand five hundred (2,500) shares of
common stock of the Employer (the “Stock Option”) pursuant to the terms of the
Centrue Financial Corporation 2003 Stock Incentive Plan (the “Stock Incentive
Plan”). The Stock Option shall (i) have an exercise price per share equal to
the Fair Market Value (as defined in the Stock Incentive Plan) of the shares on
the date of grant; (ii) have a term of ten (10) years; (iii) be an “Incentive
Stock Option” (as defined in the Stock Incentive Plan), and (iv) vest twenty
percent (20%) on each anniversary of the date of grant (fully vested on the
fifth anniversary of the Effective Date).



          (d) Reimbursement of Expenses. The Executive shall be reimbursed, upon
submission of appropriate vouchers and supporting documentation, for all
travel, entertainment and other out-of-pocket expenses reasonably and
necessarily incurred by the Executive in the performance of his duties
hereunder and shall be entitled to attend seminars, conferences and meetings
relating to the business of the Employer consistent with the Employer’s
established policies in that regard.



          (e) Other Benefits. The Executive shall be entitled to all benefits
specifically established for him and, when and to the extent he is eligible
therefor, to participate in all plans and benefits generally accorded to senior
executives of the Employer, including, but not limited to, pension,
profit-sharing, supplemental retirement, incentive compensation, bonus,
disability income, group life medical and hospitalization insurance, and
similar or comparable plans, and also to perquisites extended to similarly
situated senior executives, provided, however, that such plans, benefits and
perquisites shall be no less than those made available to all other employees
of the Employer.



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          (f) Withholding. The Employer shall be entitled to withhold from amounts
payable to the Executive hereunder, any federal, state or local withholding or
other taxes which it is from time to time required to withhold. The Employer
shall be entitled to rely upon the opinion of its legal counsel with regard to
any question concerning the amount or requirement of any such withholding.



     Section 4. Confidentiality and Loyalty. The Executive acknowledges that
during the course of his employment he may produce and have access to material,
records, data, trade secrets and information not generally available to the
public regarding the Employer, the Holding Company and the Subsidiaries
(collectively, “Confidential Information”). Accordingly, during and subsequent
to termination of this Agreement, the Executive shall hold in confidence and
not directly or indirectly disclose, use, copy or make lists of any such
Confidential Information, except to the extent that such information is or
thereafter becomes lawfully available from public sources, or such disclosure
is authorized in writing by the Employer, required by a law or any competent
administrative agency or judicial authority, or otherwise as reasonably
necessary or appropriate in connection with the performance by the Executive of
his duties hereunder. All records, files, documents and other materials or
copies thereof relating to the business of the Employer, the Holding Company
and the Subsidiaries which the Executive shall prepare or use, shall be and
remain the sole property of the Employer, shall not be removed from the
premises of the Employer, the Holding Company or the Subsidiaries, as the case
may be, without the written consent of the Employer’s Chairman of the Board,
except as reasonably necessary or appropriate in connection with the
performance by the Executive of his duties hereunder, and shall be promptly
returned to the Employer upon termination of the Executive’s employment
hereunder. The Executive agrees to abide by the reasonable policies of the
Employer, as in effect from time to time, respecting avoidance of interests
conflicting with those of the Employer, the Holding Company and the
Subsidiaries.



     Section 5. Termination.



          (a) Termination Without Cause. Either the Employer or the Executive may
terminate this Agreement and the Executive’s employment hereunder for any
reason by delivering written notice of termination to the other party no less
than thirty (30) days before the effective date of termination, which date will
be specified in the notice of termination.



          (b) Voluntary Termination by Executive. If the Executive voluntarily
terminates his employment under this Agreement other than pursuant to Section
5(d) (Constructive Discharge) or Section 5(h) (Termination Upon Change of
Control), then the Employer shall only be required to pay the Executive such
Base Salary as shall have accrued through the effective date of such
termination plus the amount of any expense reimbursements for expenses incurred
prior to the effective date of such termination, provided that Executive shall
have submitted all reimbursement requests within ten (10) business days of the
effective date of such termination. After payment of the foregoing, neither
the Employer nor any of the Subsidiaries shall have any further obligations to
the Executive.



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          (c) Premature Termination.



               (i) In the event of the termination of this Agreement by the Employer
prior to the last day of the then current term for any reason other than a
termination in accordance with the provisions of Section 5(e) (Termination for
Cause), then notwithstanding any mitigation of damages by the Executive, the
Employer shall pay the Executive a sum equal to one (1) times the amount of the
Executive’s then-current annual Base Salary. In addition, the Employer shall
reimburse the Executive for continued coverage (COBRA continuation coverage)
for the Executive and the Executive’s dependents (if applicable) under the
health insurance programs maintained by the Employer for the twelve (12) month
period immediately following the Executive’s termination of employment;
provided, however, that the continued payment of these amounts by the Employer
shall not offset or diminish any compensation or benefits accrued as of the
date of termination.



               (ii) Payment to the Executive will be made on a monthly basis over the
twelve (12) month period immediately following the Executive’s termination of
employment. At the election of the Employer, payments may be made in a lump
sum. Payment of the amounts due under Section 5(c)(i) shall not be reduced in
the event the Executive obtains other employment following the termination of
employment by the Employer.



               (iii) If the Employer is not in compliance with its minimum capital
requirements or if the payments required under subsection (i) above would cause
the Employer’s capital to be reduced below its minimum capital requirements,
such payments shall be deferred until such time as the Employer is in capital
compliance.



          (d) Constructive Discharge. If at any time during the term of this
Agreement, except in instances where Employer has valid grounds to terminate
Executive’s employment pursuant to Section 5(e) (Termination for Cause), the
Executive is Constructively Discharged (as hereinafter defined), then the
Executive shall have the right, by written notice given to the Employer not
later than ninety (90) days after such Constructive Discharge, to terminate his
services hereunder, effective as of thirty (30) days after the date of such
notice, and the Executive shall have no rights or obligations under this
Agreement other than as provided in this Section 5(d), Section 4
(Confidentiality and Loyalty) and Section 6 (Non-Competition Covenant). In
such event, the Executive shall be entitled to an amount equal to the aggregate
cash payments due to the Executive under Section 5(c)(i) and reimbursement of
COBRA premiums as if such termination of his employment were pursuant to
Section 5(c) (Premature Termination). Payment to the Executive will be made on
a monthly basis over the twelve (12) month period immediately following the
Executive’s termination of employment.



For purposes of this Agreement, the Executive shall be “Constructively
Discharged” upon the occurrence of any one of the following events:



               (i) The Executive is removed from the position with the Employer set forth
in Section 2 (Position and Duties);



               (ii) There is a substantial diminution in the Executive’s responsibilities
as the Employer’s President, Centrue West to which the Executive has not
consented, provided



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that such diminution shall constitute a Constructive Discharge only if the
Executive submits a written statement to the Chairman of the Board in which the
Executive specifies the reasons that constitute such diminution and the written
statement is provided to the Chairman of the Board within thirty (30) days of
the action or actions alleged to constitute substantial diminution; or



               (iii) The Employer changes the primary employment location of the
Executive without the Executive’s consent to a place that is more than fifty
(50) miles from the main office of the Employer; or



               (iv) The Employer otherwise commits a material breach of its obligations
under this Agreement.



          (e) Termination for Cause. This Agreement may be terminated for Cause as
hereinafter defined. “Cause” shall mean: (i) the Executive’s death; (ii) the
Executive’s Permanent Disability, which shall mean the Executive’s inability,
as a result of physical or mental incapacity, substantially to perform his
duties hereunder for a period of six (6) consecutive months; (iii) a material
violation by the Executive of any applicable material law or regulation
respecting the business of the Employer, the Holding Company or the
Subsidiaries; (iv) the Executive being found guilty of a felony or an act of
dishonesty in connection with the performance of his duties as an officer of
the Employer, or which disqualifies the Executive from serving as an officer or
director of the Employer, the Holding Company or any one of the Subsidiaries;
(v) the willful or negligent failure of the Executive to perform his duties
hereunder in any material respect; (vi) the Executive engages in one or more
violations of Employer’s policies or procedures or directives of the Board and
that have a material financial adverse effect on the Employer or any one of the
Subsidiaries; or (vii) the Executive is removed or suspended from banking
pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the
“FDIA”), or any other applicable state or federal law. The Executive shall be
entitled to at least thirty (30) days’ prior written notice of the Employer’s
intention to terminate his employment for any cause (except the Executive’s
death) specifying the grounds for such termination and shall be provided a
reasonable opportunity to present to the Board his position regarding any
dispute relating to the existence of such cause. In the event of a dispute
regarding the Executive’s Permanent Disability, each of the Executive and the
Employer shall choose a physician who together will choose a third physician to
make a final determination thereof. Upon a termination of the Executive’s
employment with the Employer for Cause, the Executive shall be entitled to
receive from the Employer only such payments as are due and owing to the
Executive as of the effective date of such termination. If the Executive’s
employment is terminated for Cause pursuant to this Section, then the Employer
shall only be required to pay the Executive such Base Salary as shall have
accrued through the effective date of such termination and neither the Employer
nor any of the Subsidiaries shall have any further obligations to the
Executive.



          (f) Payments Upon Death. In the event payments are due and owing under
this Agreement at the death of the Executive, payment shall be made to such
beneficiary as the Executive may designate in writing, or failing such
designation, to the executor of his estate, in full settlement and satisfaction
of all claims and demands on behalf of the Executive.



          (g) Payments Prior to Permanent Disability. The Executive shall be
entitled to the compensation and benefits provided for under this Agreement for
any period



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during the term of this Agreement and prior to the establishment of the Executive’s
Permanent Disability during which the Executive is unable to work due to a
physical or mental infirmity. Notwithstanding anything contained in this
Agreement to the contrary, until the date specified in a notice of termination
relating to the Executive’s Permanent Disability, the Executive shall be
entitled to return to his position with the Employer as set forth in this
Agreement in which event no Permanent Disability of the Executive will be
deemed to have occurred.



          (h) Termination Upon Change of Control.



               (i) In the event of a Change of Control (as defined below) of the Employer
or the Holding Company and the termination of the Executive’s employment under
either A or B below, subject to Section 5(h)(iii) below, the Executive shall be
entitled to receive in lieu of any other payments provided for in this
Agreement an amount equal to one (1) times the amount of the Executive’s then
current Base Salary. In addition, the Employer shall reimburse the Executive
for continued coverage (COBRA continuation coverage) for the Executive and the
Executive’s dependents (if applicable) under the health insurance programs
maintained by the Employer for the twelve (12) month period immediately
following the Executive’s termination of employment upon a Change of Control;
provided, however, that the continued payment of these amounts by the Employer
shall not offset or diminish any compensation or benefits accrued as of the
date of termination. Payment to the Executive will be made on a monthly basis
over the twelve (12) month period immediately following the Executive’s
termination of employment. Either of the following shall constitute
termination of the Executive’s employment within the meaning of this Section
5(h):



                    A. The Executive voluntarily terminates his employment within the six (6)
month period immediately following the Change of Control.



                    B. The Executive’s employment is terminated by the Employer or its
successor within the one (1) year period immediately following the Change of
Control.



          (ii) For purposes of this Section, the term “Change of Control” shall mean
the following:



               A. The consummation of the acquisition by any person (as such term is
defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended (the “1934 Act”)) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the 1934 Act) of fifty percent (50%) or more of the
combined voting power of the then outstanding voting securities of the Holding
Company; or



               B. Consummation of: (1) a merger or consolidation to which the Holding
Company is a party if the stockholders immediately before such merger or
consolidation do not, as a result of such merger or consolidation, own,
directly or indirectly, more than sixty-seven percent (67%) of the combined
voting power of the then outstanding voting securities of the entity resulting
from such merger or consolidation in substantially the same proportion as their
ownership of the combined voting power of the Holding Company’s voting
securities outstanding immediately before such merger or consolidation; or (2)
a complete



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liquidation or dissolution or an agreement for the sale or other
disposition of all or substantially all of the assets of the Employer or the
Holding Company.



Notwithstanding the foregoing, a Change of Control shall not be deemed to occur
solely because fifty percent (50%) or more of the combined voting power of the
Holding Company’s then outstanding securities is acquired by: (1) a trustee or
other fiduciary holding securities under one or more employee benefit plans
maintained for employees of the entity or its subsidiaries; or (2) any
corporation which, immediately prior to such acquisition, is owned directly or
indirectly by the stockholders in the same proportion as their ownership of
stock immediately prior to such acquisition.



               (iii) It is the intention of the Employer and the Executive that no
portion of any payment under this Agreement, or payments to or for the benefit
of the Executive under any other agreement or plan, be deemed to be an “Excess
Parachute Payment” as defined in Section 280G of the Internal Revenue Code of
1986, as amended (the “Code”), or its successors. It is agreed that the
present value of and payments to or for the benefit of the Executive in the
nature of compensation, receipt of which is contingent on the Change of Control
of the Employer, and to which Section 280G of the Code applies (in the
aggregate “Total Payments”) shall not exceed an amount equal to one dollar
($1.00) less than the maximum amount which the Employer may pay without loss of
deduction under Section 280G(a) of the Code. Present value for purposes of
this Agreement shall be calculated in accordance with Section 280G(d)(4) of the
Code. Within ninety (90) days following the earlier of (A) the giving of the
notice of termination or (B) the giving of notice by the Employer to the
Executive of its belief that there is a payment or benefit due the Executive
which will result in an excess parachute payment as defined in Section 280G of
the Code, the Executive and the Employer, at the Employer’s expense, shall
obtain the opinion of such legal counsel and certified public accountants as
the Executive may choose (notwithstanding the fact that such persons have acted
or may also be acting as the legal counsel or certified public accountants for
the Employer), which opinions need not be unqualified, which sets forth (I) the
amount of the Base Period Income of the Executive, (II) the present value of
Total Payments and (III) the amount and present value of any excess parachute
payments. In the event that such opinions determine that there would be an
excess parachute payment, the payment hereunder or any other payment determined
by such counsel to be includable in Total Payments shall be modified, reduced
or eliminated as specified by the Executive in writing delivered to the
Employer within sixty (60) days of the Executive’s receipt of such opinions or,
if the Executive fails to so notify the Employer, then as the Employer shall
reasonably determine, so that under the bases of calculation set forth in such
opinions there will be no excess parachute payment. The provisions of this
subparagraph, including the calculations, notices and opinions provided for
herein shall be based upon the conclusive presumption that (y) the compensation
and benefits provided for in Section 3 hereof and (z) any other compensation
earned by the Executive pursuant to the Employer’s compensation programs which
would have been paid in any event, are reasonable compensation for services
rendered, even though the timing of such payment is triggered by the Change of
Control; provided, however, that in the event such legal counsel so requests in
connection with the opinion required by this subparagraph, the Executive and
the Employer shall obtain, at the Employer’s expense, and the legal counsel may
rely on in providing the opinion, the advice of a firm of recognized executive
compensation consultants as to the reasonableness of any item of compensation
to be received by the Executive. In the event that the provisions of



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Sections 280G and 4999 of the Code are repealed without succession, this
subparagraph shall be of no further force or effect.



          (i) Regulatory Suspension and Termination.



               (i) If the Executive is suspended from office and/or temporarily
prohibited from participating in the conduct of the Employer’s affairs by a
notice served under Section 8(e)(3) (12 U.S.C. § 1818(e)(3)) or 8(g) (12 U.S.C.
§ 1818(g)) of the FDIA, the Employer’s obligations under this contract shall be
suspended as of the date of service, unless stayed by appropriate proceedings.
If the charges in the notice are dismissed, the Employer may in its discretion
(A) pay the Executive all or part of the compensation withheld while their
contract obligations were suspended and (B) reinstate (in whole or in part) any
of the obligations which were suspended.



               (ii) If the Executive is removed and/or permanently prohibited from
participating in the conduct of the Employer’s affairs by an order issued under
Section 8(e) (12 U.S.C. § 1818(e)) or 8(g) (12 U.S.C. § 1818(g)) of the FDIA,
all obligations of the Employer under this contract shall terminate as of the
effective date of the order, but vested rights of the contracting parties shall
not be affected.



               (iii) If the Employer is in default as defined in Section 3(x) (12 U.S.C.
§ 1813(x)(1)) of the FDIA, all obligations of the Employer under this contract
shall terminate as of the date of default, but this paragraph shall not affect
any vested rights of the contracting parties.



               (iv) All obligations of the Employer under this contract shall be
terminated, except to the extent determined that continuation of the contract
is necessary for the continued operation of the institution by the Federal
Deposit Insurance Corporation (the “FDIC”), at the time the FDIC enters into an
agreement to provide assistance to or on behalf of the Employer under the
authority contained in Section 13(c) (12 U.S.C. § 1823(c)) of the FDIA, or when
the Employer is determined by the FDIC to be in an unsafe or unsound condition.
Any rights of the parties that have already vested, however, shall not be
affected by such action.



     Section 6. Non-Competition Covenant.



          (a) Restrictive Covenant. The Employer and the Executive have jointly
reviewed the customer lists and operations of the Employer and the Subsidiaries
and have agreed that the primary service area of the Employer’s, the Holding
Company’s and the Subsidiaries’ lending and deposit taking functions in which
the Employer, the Holding Company and the Subsidiaries have and will actively
participate extends separately to each area which encompasses the counties in
which the Employer, the Holding Company and the Subsidiaries have an office or
branch and the area within twenty-five (25) miles of the border of each such
county (the “Restrictive Area”). Therefore, as an essential ingredient of and
in consideration of this Agreement and the payment of the amounts described in
Section 3, the Executive hereby agrees that, except with the express prior
written consent of the Employer, for a period of one (1) year after the
termination of the Executive’s employment with the Employer (the “Restrictive
Period”):



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               (i) The Executive will not, directly or indirectly, engage or invest in,
own, manage, operate, finance, control, or participate in the ownership,
management, operation or control of, be employed by, associated with, or in any
manner connected with, lend the Executive’s name or any similar name to, lend
the Executive’s credit to, or render services or advice to, any person, firm,
partnership, corporation or trust which owns or operates, a bank, savings and
loan association, credit union or similar financial institution (a “Financial
Institution”) within the Restrictive Area; provided however, that the ownership
by the Executive of shares of the capital stock which are listed on a
securities exchange or quoted on the National Association of Securities Dealers
Automated Quotation System which do not represent more than five percent (5%)
of the outstanding capital stock of any Financial Institution, shall not
violate any terms of this Agreement.



               (ii) The Executive will not, directly or indirectly, either for himself,
or any other Financial Institution: (A) induce or attempt to induce any
employee of the Employer or the Subsidiaries to leave the employ of the
Employer or the Subsidiaries; (B) in any way interfere with the relationship
between Employer or the Subsidiaries and any employee of Employer or the
Subsidiaries; (C) employ, or otherwise engage as an employee, independent
contractor or otherwise, any employee of Employer or the Subsidiaries; or (D)
induce or attempt to induce any customer, supplier, licensee, or business
relation of Employer or the Subsidiaries to cease doing business with the
Employer or the Subsidiaries or in any way interfere with the relationship
between any customer, supplier, licensee or business relation of Employer or
the Subsidiaries.



               (iii) The Executive will not, directly or indirectly, either for himself,
or any other Financial Institution, solicit the business of any person or
entity known to the Executive to be a customer of the Employer or the
Subsidiaries, whether or not such Executive had personal contact with such
person or entity, with respect to products or activities which compete in whole
or in part with the products or activities of the Employer or the Subsidiaries.



               (iv) The Executive will not, directly or indirectly, serve as the agent,
broker or representative of, or otherwise assist, any person or entity in
obtaining services or products from any Financial Institution within the
Restrictive Area.



               (v) The Executive expressly agrees that the covenants contained in this
Section 6(a) are reasonable with respect to their duration, geographical area,
and scope.



          (b) Violation of Restrictive Covenant. If the Executive violates the
restrictions contained in Section 6(a) and the Employer brings legal action for
injunctive or other relief, the Employer shall not, as a result of the time
involved in obtaining such relief, be deprived of the benefit of the full
period of the Restrictive Period. Accordingly, the Restrictive Period shall be
deemed to have the duration specified in Section 6(a) computed from the date
the relief is granted but reduced by the time between the period when the
Restrictive Period began to run and the date of the first violation of the
restrictions contained in Section 6(a) by the Executive. In the event that a
successor assumes and agrees to perform this Agreement, the restrictions
contained in Section 6(a) shall continue to apply only to the primary service
area of the Employer as it existed immediately before such assumption and shall
not apply to any of the successor’s other offices.



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          (c) Remedies for Breach of Restrictive Covenant. The Executive
acknowledges that the restrictions contained in Sections 4 and 6(a) of this
Agreement are reasonable and necessary for the protection of the legitimate
business interests of the Employer, that any violation of these restrictions
would cause substantial injury to the Employer and such interests, that the
Employer would not have entered into this Agreement with the Executive without
receiving the additional consideration offered by the Executive in binding
himself to these restrictions and that such restrictions were a material
inducement to the Employer to enter into this Agreement. In the event of any
violation or threatened violation of these restrictions, the Employer, in
addition to and not in limitation of, any other rights, remedies or damages
available to the Employer under this Agreement or otherwise at law or in
equity, shall be entitled to preliminary and permanent injunctive relief to
prevent or restrain any such violation by the Executive and any and all persons
directly or indirectly acting for or with him, as the case may be.



     Section 7. Intercorporate Transfers. If the Executive shall be
voluntarily transferred to a Subsidiary, such transfer shall not be deemed to
terminate or modify this Agreement and the employing corporation to which the
Executive shall have been transferred shall, for all purposes of this
Agreement, be construed as standing in the same place and stead as the Employer
as of the date of such transfer, provided however, that this Section 7 shall
not modify Employer’s obligations under Section 2, 3 and 5 hereof.



     Section 8. Interest in Assets. Neither the Executive nor his estate shall
acquire hereunder any rights in funds or assets of the Employer, otherwise than
by and through the actual payment of amounts payable hereunder; nor shall the
Executive or his estate have any power to transfer, assign, anticipate,
hypothecate or otherwise encumber in advance any of said payments; nor shall
any of such payments be subject to seizure for the payment of any debt,
judgment, alimony, separate maintenance or be transferable by operation of law
in the event of bankruptcy, insolvency or otherwise of the Executive.



     Section 9. Indemnification. The Employer shall provide the Executive
(including his heirs, personal representatives, executors and administrators)
for the term of this Agreement with coverage under a standard directors’ and
officers’ liability insurance policy at its expense.



     Section 10. General Provisions.



          (a) Successors; Assignment. This Agreement shall be binding upon and
inure to the benefit of the Executive, his heirs, legatees and personal
representatives, the Employer and its successors and assigns, and any successor
or assign of the Employer shall be deemed the “Employer” hereunder. The
Employer shall require any successor to all or substantially all of the
business and/or assets of the Employer, whether directly or indirectly, by
purchase, merger, consolidation, acquisition of stock, or otherwise, by an
agreement in form and substance satisfactory to the Executive, expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent as the Employer would be required to perform if no such succession had
taken place.



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          (b) Entire Agreement; Modifications. This Agreement constitutes the entire
agreement between the parties respecting the subject matter hereof, and
supersedes all prior negotiations, undertakings, agreements and arrangements
with respect thereto, whether written or oral. Except as otherwise explicitly
provided herein, this Agreement may not be amended or modified except by
written agreement signed by the Executive and the Employer.



          (c) Survival. The provisions of Sections 4 and 6 and the payment
obligations of Section 5 shall survive the expiration or termination of this
Agreement, in each case for the period set forth in such section.



          (d) Enforcement and Governing Law. The provisions of this Agreement shall
be regarded as divisible and separate; if any of said provisions should be
declared invalid or unenforceable by a court of competent jurisdiction, the
validity and enforceability of the remaining provisions shall not be affected
thereby. This Agreement shall be construed and the legal relations of the
parties hereto shall be determined in accordance with the laws of the State of
Illinois without reference to the law regarding conflicts of law.



          (e) Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration,
conducted before a panel of three arbitrators sitting in a location selected by
the Executive within twenty-five (25) miles from the location of the main
office of the Employer, in accordance with the employment rules of the American
Arbitration Association then in effect. Judgment may be entered on the
arbitrator’s award in any court having jurisdiction; provided, however, that
the Executive shall be entitled to seek specific performance of his right to be
paid through the date of termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement.



          (f) Legal Fees. All reasonable legal fees paid or incurred by the
Executive pursuant to any dispute or question of interpretation relating to
this Agreement shall be paid or reimbursed by the Employer if the Executive is
successful on the merits pursuant to a legal judgment, arbitration or
settlement.



          (g) Waiver. No waiver by either party at any time of any breach by the
other party of, or compliance with, any condition or provision of this
Agreement to be performed by the other party, shall be deemed a waiver of any
similar or dissimilar provisions or conditions at the same time or any prior or
subsequent time.



          (h) Notices. Notices pursuant to this Agreement shall be in writing and
shall be deemed given when received; and, if mailed, shall be mailed by United
States registered or certified mail, return receipt requested, postage prepaid;
and if to the Employer, addressed to the principal headquarters of the
Employer, attention: Chairman of the Board; or, if to the Executive, to the
address set forth below the Executive’s signature on this Agreement, or to such
other address as the party to be notified shall have given to the other.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.



	 	 	 	 	 	 	 	 	 
	CENTRUE BANK	 	KEITH M. ROSELAND
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 	 	
	 	

	

	 	Its:
	 	 	 	Address:	 	 
	

	 	 	 	

	 	 	 	

	 	 	 	 	 	 	

	 	 	 	 	 	 	









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