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EXHIBIT 10.1




CENTRUE FINANCIAL CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN




          Centrue Financial Corporation (the “Company”), hereby adopts the Centrue Financial Corporation
Executive Deferred Compensation Plan (the “Plan”), for the benefit of a select group of executives
of the Company and its affiliated companies. The Plan is an unfunded arrangement for the benefit
of executives. The Plan is effective as of January 1, 2008.




ARTICLE 1.

DEFINITIONS





	1.01	 	Account. The bookkeeping accounts established for each Participant as provided in Section
5.01 hereof. As provided in Section 5.01, separate bookkeeping accounts shall be established
for the Participant’s Deferrals, the “Deferral Account, and the Company Contributions made on
behalf of a Participant, the Company Contributions Account.
	 
	1.02	 	Administrator. Such person or entity as determined by the Board, and in the absence of such
determination, the Company.
	 
	1.03	 	Affiliate. A business entity that is either a wholly owned subsidiary of the Company,
including not by way of limitation, the Bank, or considered to be under common control with
the Company pursuant to the provisions of Code Sections 414(b), (c), (m) or (o) of the Code.
	 
	1.04	 	Bank. Centrue Bank.
	 
	1.05	 	Board. The Board of Directors of the Company.
	 
	1.06	 	Cause. An Executive’s termination of employment
with the Company shall be considered to
occur for Cause upon any of the
following events:






	 	(a)	 	the willful and continued failure by the Executive to perform substantially
the Executive’s duties (other than any such failure resulting from the Executive’s
incapacity due to physical or mental illness or any such failure subsequent to the
delivery to the Executive of a notice of intent to terminate the Executive’s
employment without Cause or subsequent to the Executive’s delivery of a notice of the
Executive’s intent to terminate employment for Constructive Discharge), and such
willful and continued failure continues after a demand for substantial performance is
delivered to the Executive that specifically identifies the manner in which the
Executive has not substantially performed the Executive’s duties




 









 






	 	(b)	 	the Executive is removed or suspended from banking pursuant to Section 8(e)
of the Federal Deposit Insurance Act, as amended (“FDIA”), or any other applicable
state or federal law; or
	 
	 	(c)	 	the willful engaging by the Executive in illegal conduct or gross misconduct
which is materially and demonstrably injurious to the business or reputation of the
Company.






	 	 	For purposes of determining whether “Cause” exists, no act or failure to act on the
Executive’s part shall be considered “willful” unless done, or omitted to be done, by the
Executive in bad faith and without reasonable belief that the action or omission was in, or
not opposed to, the best interests of the Company. Any act, or failure to act, based upon
authority given pursuant to a resolution duly adopted by the Board, based upon the advice
of counsel for the Employer or upon the instructions to the Executive by a more senior
officer shall be conclusively presumed to be done, or omitted to be done, by the Executive
in good faith and in the best interests of the Company. The Company must notify the
Executive of any event constituting Cause within ninety (90) days following its knowledge
of its existence or such event shall not constitute Cause under this Agreement.
	 
	1.07	 	Change of Control. Any one of:






	 	(a)	 	The consummation of the acquisition by any person (as such terms 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 Company;
	 
	 	(b)	 	Within any twelve (12) month period, a majority of the members of the Board
is replaced by individuals whose appointment or election is not endorsed by a majority
of the Board prior to the date of the appointment or election; or
	 
	 	(c)	 	Consummation of: (1) a merger or consolidation to which the Company is a
party if the stockholders of the Company immediately before such merger or
consolidation do not, as a result of such merger or consolidation, own, directly or
indirectly, more than sixty seven (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 Company’s voting securities outstanding immediately before such
merger or consolidation; or (2) a complete liquidation or dissolution or sale or other
disposition of all or substantially all of the assets of the Company or the Bank.




 









 






	 	 	 	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
Company’s then outstanding voting 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 (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.
	 
	 	 	 	Notwithstanding the foregoing, no event described in this Section 1.05 shall be
considered a Change of Control, unless the event also constitutes a change in the
ownership or effective control pursuant to Code Section 409A(a)(2)(A)(v) and the
regulatory guidance promulgated thereunder.






	1.08	 	Code. The Internal Revenue Code of 1986, as amended.
	 
	1.09	 	Company Contributions. The contributions to be credited to an Executive’s Plan accounts as
described in Section 3.02 hereof.
	 
	1.10	 	Company Contribution Date. The last day of the Plan Year for which the Company Contribution
is being made.
	 
	1.11	 	Compensation. The Executives annual base salary and annual incentive bonus.
	 
	1.12	 	Deferrals. The portion of the Compensation that a Participant elects to defer in accordance
with Section 3.01 hereof.
	 
	1.13	 	Deferral Date. The date the Deferrals will be credited to the Executive’s Account, which
date shall be the date it would otherwise have been payable to the Executive.
	 
	1.14	 	Deferral Election. The separate written agreement, submitted to the Administrator, by which
an Executive elects to participate in the Plan and to make Deferrals.
	 
	1.15	 	Disability. A Participant shall be considered disabled if the participant (i) is unable to
engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months; or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under an accident and health plan
covering employees of the Participant’s employer.
	 
	1.16	 	Effective Date. January 1, 2008.




 









 






	1.17	 	Executive. An executive of the Company or an Affiliate selected by the Board to participate
in the Plan.
	 
	1.18	 	Normal Retirement Date. The date on which the Executive attains age sixty-five (65) with five
(5) or more years of service, as measured under the Company’s 401(k) plan, provided that the Executive has not incurred a
Separation from Service prior to that date. For purposes of this Plan, years of service shall be measured in the same
manner as they are measured under the Centrue Financial Corporation 401(k) and Profit Sharing Plan.

	 
	1.19	 	Participant. An Executive who is a Participant as provided in ARTICLE 2.
	 
	1.20	 	Plan Year. January 1 to December 31.
	 
	1.21	 	Separation from Service. The termination of the Executive’s employment with the Company and
each of its Affiliates for reasons other than death or Disability. Whether a Separation from
Service takes place is determined by the Company based on the facts and circumstances
surrounding the termination of the Executive’s employment and whether the Company and the
Executive intended for the Executive to provide significant services for the Company following
such termination.






	 	(a)	 	A termination of employment will be presumed to constitute a Separation from
Service if the Executive continues to provide services as an employee of the Bank in
an annualized amount that is less than 20% of the services rendered, on average,
during the immediately preceding three years of employment (or, if employed less than
three years, such lesser period).
	 
	 	(b)	 	The Executive will be presumed to have not incurred a Separation from Service
if the Executive continues to provide services to the Bank in an annualized amount
that is 50% or more of the services rendered, on average, during the immediately
preceding three years of employment (or if employed less than three years, such lesser
period).
	 
	 	(c)	 	A Separation from Service will not have occurred if immediately following the
Executive’s termination of employment, the Executive becomes an employee of any
Affiliate of the Company, unless the services to be performed would be in amount that
would result in the presumption that a Separation from Service had occurred.






	1.22	 	Specified Employee. A key employee (as defined in Section 416(i) of the Code without regard
to paragraph 5 thereof) of the Company if any stock of the Company is publicly traded on an
established securities market or otherwise.




 









 











ARTICLE 2.

ELIGIBILITY AND PARTICIPATION





	2.01	 	Eligible Executives. The Board shall determine in its sole discretion which executives of the
Company and its Affiliates shall be eligible for participation in the Plan. In making this
determination, the Board shall only permit participation in the Plan by an executive who are
members of a select group of management or highly compensated employees who contribute
materially to the continued growth, development, and future business success of the Company.
	 
	2.02	 	Commencement of Participation. Each Executive shall become a Participant in the Plan on the
date the Executive’s Deferral Election first becomes effective.






	 	(a)	 	A Participant who is no longer an Executive shall not be permitted to submit
a Deferral Election and all Deferrals for such Participant shall cease as of the end
of the Plan Year in which such Participant is determined to no longer be an Executive.
	 
	 	(b)	 	Amounts credited to the Participant’s Account described in subsection (a)
shall continue to be held, pursuant to the terms of the Plan and shall be distributed
as provided in ARTICLE 6.






	2.03	 	Deferral Continuance upon Separation from Service. On or after the first day of any Plan
Year, a Participant’s Deferral Election with respect to that Plan Year shall be irrevocable.
A Participant may change a Deferral Election by delivering to the Administrator a written
revocation or modification of such election with respect to Compensation that relate to
services yet to be performed. The revocation or modification of the Deferral Election shall
be effective as of the first day of the Plan Year following the date the Participant delivers
the revocation or modification to the Administrator.





ARTICLE 3.

CONTRIBUTIONS





	3.01	 	Deferrals.






	 	(a)	 	The Company shall credit to the Participant’s Account an amount equal to the
amount designated in the Participant’s Deferral Election for that Plan Year. Such
amounts shall not be made available to such Participant, except as provided in ARTICLE
6, and shall reduce such Participant’s Compensation from the Company or Affiliate in
accordance with the provisions of the applicable Deferral Election; provided, however,
that all such amounts shall be subject to the rights of the general creditors of the
Company and Affiliates as provided in ARTICLE 8.
	 
	 	(b)	 	Each Executive shall deliver a Deferral Election to the Administrator before
any Deferrals may become effective. Except with respect to the deferral of all or a
portion of the Executive’s annual incentive bonus, such




 









 






	 	 	 	Deferral Election shall be void with respect to any Deferral unless submitted
before the beginning of the calendar year during which the amount to be deferred
will be earned. An Executive’s Deferral Election with respect to all or a portion
of the Executive’s annual incentive bonus shall be void with respect to any
Deferral unless submitted by June 30 of the Plan Year, provided that the annual
incentive bonus relates to the Executive’s performance over a period not shorter
than the Plan Year and further provided that the Board has established written
performance goals with respect to the annual incentive program. Notwithstanding
the foregoing, in the year in which an Executive is first eligible to participate,
such Deferral Election shall be filed within thirty (30) days of the date on which
an Executive is first eligible to participate, respectively, with respect to
Compensation earned during the remainder of the calendar year.
	 
	 	(c)	 	Subject to the limitation set forth in Section 3.01, the Deferral Election
shall remain effective until modified or revoked and will contain the following:






	 	(i)	 	the Participant’s designation as to the amount of
Compensation to be deferred;
	 
	 	(ii)	 	the beneficiary or beneficiaries of the Participant; and
	 
	 	(iii)	 	such other information as the Administrator may require.






	 	(d)	 	The maximum amount that may be deferred each Plan Year is fifty percent (50%)
of the Participant’s base salary and one hundred percent (100%) of the Participant’s
annual incentive bonus.






	3.02	 	Company Contributions. The Board may determine for any Plan Year that the Company will make
matching contributions or a Company contribution on behalf of some or all Participants. The
Board may make such determination at such time as during the Plan Year that it determines
appropriate.
	 
	3.03	 	Time of Contributions. Deferrals shall be credited to the Account of the appropriate
Participant as of the Deferral Date. Company Contributions shall be credited to the Account
of the appropriate Participant as of Company Contribution Date.





ARTICLE 4.

VESTING





	4.01	 	Vesting of Deferrals. A Participant shall have a vested right to his Account attributable
to Deferrals and any earnings on the investment of such Deferrals. A Participant shall become
one hundred percent (100%) vested in Company Contributions on the fifth (5th) anniversary of
last day of the Plan Year in which the Company Contribution is credited to the Participant’s
Account, provided that the Executive remains employed by the Company or an Affiliate through
that date




 









 






	 	 	(e.g., all Company contributions credited to a Participant’s Account for the 2008 Plan Year
shall become vested on December 31, 2013), provided the Executive remains employed by the
Company or an Affiliate through that date. Each Company Contribution will become vested
separately. A Participant shall become one hundred percent (100%) upon a Change of Control
of the Company, the Executive’s Normal Retirement Date or the Participant’s death, provided
that the Participant is employed by the Company on the date of the Change of Control,
Normal Retirement Date or the Participant’s death. Upon the Participant’s Separation from
Service, the Participant shall forfeit all Company Contributions that have not yet become
vested under this Section. Upon the Administrator’s determination that the Participant’s
Separation from Service has occurred for Cause, the Participant shall forfeit the
Participant’s entire Company Contributions Account, regardless of whether all or a portion
of such Company Contributions had become vested under this Section. The Board may
accelerate vesting in Company Contributions in its sole discretion.





ARTICLE 5.

ACCOUNTS





	5.01	 	Accounts. The Administrator shall establish and maintain a bookkeeping account in the name
of each Participant. The Participant’s Deferral Account shall be credited with Units, as
defined in Section 5.02(a). To the extent that the Participant directs the investment of all
or a portion of Participant’s Company Contribution Account in Units, such Company Contribution
Account shall be credited with Units in the same manner as the Participant’s Deferral Account.
The Company shall specify additional investment measures, which shall be credited or debited
with investment gains and losses in the manner described in Section 5.02. Each Participant’s
Account shall be debited by any distributions made plus any federal, state and/or local tax
withholding as may be required by applicable law. Distributions under ARTICLE 6 shall be
equal to the Participant’s Account balance as of the date of the applicable distribution
thereunder.
	 
	5.02	 	Investments, Gains and Losses.






	 	(a)	 	The Participant’s Deferral Account and the portion of the Participant’s
Company Contribution Account which the Participant has directed to be invested in
Units will be credited with the hypothetical number of stock units (“Units”),
calculated to the nearest thousandths of a Unit, determined by dividing the amount of
the Deferrals on the Deferral Date or the Company Contribution Date by the closing
market price of the Company’s common stock as reported on the NASDAQ for such date or
if that date is not a trading day, for the trading day immediately preceding such
date. The Participant’s Account will also be credited with the number of Units
determined by multiplying the number of Units in the Participant’s Account by any cash
dividends declared by the Company on its common stock and dividing the product by the
closing market price of the




 









 






	 	 	 	Company’s common stock as reported on the NASDAQ on the related dividend payment
date, and also by multiplying the number of Units in the Participant’s Account by
any stock dividends declared by the Company on its common stock.
	 
	 	(b)	 	The portion of a Participant’s Company Contribution Account that is
investment alternatives made available by the Company other than Units shall be
credited or debited with earnings or losses that the would have been realized had the
Participant actually invested that portion of Participant’s Company Contribution
Account in such alternative investments, as determined by the Administrator.
	 
	 	(c)	 	The Administrator shall adjust the amounts credited to each Participant’s
Account to reflect Deferrals, distributions and any other appropriate adjustments,
including, not by way of limitation appropriate adjustments to reflect any change in
the outstanding common shares of the Company as a result of a merger, reorganization,
stock split, reverse stock split, stock dividend, recapitalization, combination,
reclassification. Such adjustments shall be made as frequently as is administratively
feasible.
	 
	 	(d)	 	The Participant’s Account, established pursuant to Section 5.01, will be
valued by the Administrator on a yearly basis.
	 
	 	(e)	 	Any amounts contributed to a “Rabbi Trust” as provided in Section 8.02 shall
be invested by the trustee of the Rabbi Trust in accordance with written directions
from the Company. Such directions shall provide the trustee with the investment
discretion to invest the above-referenced amounts within broad guidelines established
by Administrator and Company as set forth therein. Notwithstanding the foregoing,
unless required otherwise by applicable law, any purchases of Company common stock
shall occur on the Deferral Date or the dividend payment date the Rabbi Trust Trustee
will, unless such date is not a trading day in which case the purchase shall occur on
the next trading day.
	 
	 	(f)	 	To the extent that the Company contributes amounts to a Rabbi Trust to set
aside assets for the future payment of the Participant’s benefits under this Plan, the
provisions of this Article 5 relating to the adjustment to the Participant’s Account
to reflect investment gains or losses will not apply and instead, the Participant’s
Account will be adjusted for investment gains and losses by reference to the gains in
losses of the Rabbi Trust assets that are attributable to the Participant’s benefit
under this Plan.
	 
	 	(g)	 	The Company shall be responsible for the payment of any income taxes payable
as a result of Rabbi Trust earnings and such taxes shall not be paid from the assets
of the Rabbi Trust unless otherwise required by applicable law.




 









 











ARTICLE 6.

DISTRIBUTIONS





	6.01	 	Payment. Payment of the vested portion of a Participant’s Account shall commence as soon as
administratively feasible immediately following the Participant’s Separation from Service,
provided, however, that if a Participant, prior to commencing participation in the Plan and
prior to any Deferrals being made, executes an irrevocable election to commence payments upon
attainment of age sixty-five (65), payments shall commence as soon as administratively
feasible immediately following the Participant’s attainment of age sixty-five (65). The
Participant may elect, in writing, any one of the following forms of payment, provided that
such election is delivered to the Administrator and is made at the time of the Deferral
Election. Subject to the Administrator’s approval, the Participant may specify a combination
of the distribution forms described in (a) and (b), provided that the Participant designates
the portions of Participant’s Account that will be so distributed in increments of ten percent
(10%).






	 	(a)	 	single lump-sum payment of the value of the Participant’s Account; or
	 
	 	(b)	 	substantially equal annual installments over a period of either five (5)
years or ten (10) years.






	 	 	Notwithstanding any provision of this Plan to the contrary, if the Participant is
considered a Specified Employee at Separation from Service under such procedures as
established by the Company in accordance with Section 409A of the Code, benefit
distributions that are made upon Separation from Service may not, to the extent required by
Section 409A of the Code, commence earlier than six (6) months after the date of
such Separation from Service. Any such distribution or series of distributions to be made
due to a Separation from Service shall commence no earlier than the first day of the
seventh month following the Separation from Service, provided that to the extent permitted
by Section 409A of the Code, only payments scheduled to be paid during the first six (6)
months after the date of such Separation from Service shall be delayed and such delayed
payments shall be paid in a single sum on the first day of the seventh month following the
date of such Separation from Service.
	 
	6.02	 	Commencement of Payment upon Death or Change of Control.






	 	(a)	 	Upon the death of a Participant, all amounts credited to his Account shall be
paid in a single lump sum, as soon as administratively feasible, to his beneficiary or
beneficiaries, as determined under ARTICLE 7.
	 
	 	(b)	 	Upon a Change of Control, all amounts credited to a Participant’s Account
shall be paid in a single lump sum as of the date of the Change of Control, unless the
Participant elects in Participant’s Deferral Election to receive payment in accordance
with the Participant’s election described in Section 6.1 regardless of the occurrence
of a Change of Control. In the case of




 









 






	 	 	 	such election, a Participant’s Separation from Service shall not be considered to
have occurred for purposes of this Plan until the Participant’s Separation from
Service from the successor in interest to the Company or the Affiliate for which
the Executive was employed immediately prior to the Change of Control.






	6.03	 	Form of Payment.






	 	(a)	 	A Participant, former Participant, or deceased Participant’s beneficiary or
legal representative may elect at any time to have any or all payouts, or remaining
payouts, of the Participant’s Account that is invested in Units to be paid out in cash
or in shares of Company common stock. At any time before the end of the calendar year
prior to Separation from Service, an Executive may revise and supersede any or all of
his or her previous elections with respect to the form of payment (cash or shares of
common stock). The portion of a Participant’s Account that is not invested in Units
shall be payable only in cash.
	 
	 	(b)	 	If a Participant’s Account is payable in cash and in installments, the amount
of the first cash installment payment shall be a fraction of the Units in the
Participant’s Account on the date of the initial installment payment, the numerator of
which is one and the denominator of which is the total number of installments elected.
Each subsequent installment shall be calculated in the same manner as of each
subsequent annual payment except that the denominator shall be reduced by the number
of installments which have been previously paid. The amount of cash payable for
Deferrals accounted for as Units based on Company common stock value will be paid, as
described above, based on the number of Units in the Participant’s Account on the
payment date multiplied by the closing market price of the Company’s common stock as
reported on the NASDAQ for such date or, if that date is not a trading day, then for
the trading day immediately preceding such date
	 
	 	(c)	 	If a Participant’s Account is payable in Company common stock and in
installments, the amount of the first installment payment shall be a fraction of the
value of the Units in the Participant’s Account on the date of the initial installment
which is the total number of installments elected. Each of each subsequent annual
payment except that the denominator shall be reduced by the number of installments
which have been previously paid. Except for the final installment
payment, only whole shares shall be payable, and the value of any fractional share payable shall be
retained in the Participant’s Account until the final installment payment, at which
time the value of any fractional share payable shall be paid in cash, based on the
fractional share multiplied by the closing market price of the Company’s common stock
as reported on the NASDAQ for such date, or if that date is not a trading day, for the
trading day immediately preceding such date.




 









 











ARTICLE 7.

BENEFICIARIES





	7.01	 	Beneficiaries. Each Participant may from time to time designate one or more persons (who may
be any one or more members of such person’s family or other persons, administrators, trusts,
foundations or other entities) as his beneficiary under the Plan. Such designation shall be
made on a form prescribed by the Administrator. Each Participant may at any time and from
time to time, change any previous beneficiary designation, without notice to or comment of any
previously designated beneficiary, by amending his previous designation on a form prescribed
by the Administrator. If the beneficiary does not survive the Participant (or is otherwise
unavailable to receive payment) or if no beneficiary is validly designated, then the amounts
payable under this Plan shall be paid to the Participant’s estate. If more than one person is
the beneficiary of a deceased Participant, each such person shall receive a pro rata share of
any death benefit payable unless otherwise designated on the applicable form. If a
beneficiary who is receiving benefits dies, all benefits that were payable to such beneficiary
shall then be payable to the estate of that beneficiary.
	 
	7.02	 	Lost Beneficiary.






	 	(a)	 	All Participants and beneficiaries shall have the obligation to keep the
Administrator informed of their current address until such time as all benefits due
have been paid.
	 
	 	(b)	 	If a Participant or beneficiary cannot be located by the Administrator
exercising due diligence, then, in its sole discretion, the Administrator may presume
that the Participant or beneficiary is deceased for purposes of the Plan and all
unpaid amounts (net of due diligence expenses) owed to the Participant or beneficiary
shall be paid to the co-beneficiary or secondary beneficiary designated by the
Participant, or in the absence of a co-beneficiary or secondary beneficiary, to the
Participant’s estate.





ARTICLE 8.

FUNDING





	8.01	 	Prohibition Against Funding. Should any investment be acquired in connection with the
liabilities assumed under this Plan, it is expressly understood and agreed that the
Participants and beneficiaries shall not have any right with respect to, or claim against,
such assets nor shall any such purchase be construed to create a trust of any kind or a
fiduciary relationship between the Company and the Participants, their beneficiaries or any
other person. Any such assets shall be and remain a part of the general, unpledged,
unrestricted assets of the Company, subject to the claims of its general creditors. It is the
express intention of the parties hereto that this arrangement shall be unfunded for tax
purposes. Each Participant and beneficiary shall be required to look to the provisions of
this Plan and to the Company itself for enforcement of any and all benefits due under this




 









 






	 	 	Plan, and to the extent any such person acquires a right to receive payment under this
Plan, such right shall be no greater than the right of any unsecured general creditor of
the Company. The Company shall be designated the owner and beneficiary of any investment
acquired in connection with its obligation under this Plan.
	 
	8.02	 	Deposits. Notwithstanding paragraph 8.01, or any other provision of this Plan to the
contrary, the Company may deposit any amounts it deems appropriate to pay the benefits under
this Plan to a “Rabbi Trust” as established pursuant to Treasury Department Revenue Procedures
92-64 and 92-65.
	 
	8.03	 	Withholding of Executive Deferrals. The Administrator is authorized to make any and all
necessary arrangements with the Company in order to withhold the Participant’s Deferrals under
Section 3.01 hereof from the Participant’s Compensation. The Administrator shall determine
the amount and timing of such withholding.





ARTICLE 9.

CLAIMS ADMINISTRATION





	9.01	 	General. In the event that a Participant or his beneficiary does not receive any Plan
benefit that is claimed, such Participant or beneficiary shall be entitled to consideration
and review as provided in this ARTICLE 9.
	 
	9.02	 	Claim Review. Upon receipt of any written claim for benefits, the Administrator shall be
notified and shall give due consideration to the claim presented. If the claim is denied to
any extent by the Administrator, the Administrator shall furnish the claimant with a written
notice setting forth (in a manner calculated to be understood by the claimant):






	 	(a)	 	The specific reason or reasons for denial of the claim;
	 
	 	(b)	 	A specific reference to the Plan provisions on which the denial is based;
	 
	 	(c)	 	A description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or information
is necessary; and
	 
	 	(d)	 	An explanation of the provisions of this Article.






	9.03	 	Right of Appeal. A claimant who has a claim denied under Section 9.02 may appeal to the
Administrator for reconsideration of that claim. A request for reconsideration under this
Section 9.03 must be filed by written notice within sixty (60) days after receipt by the
claimant of the notice of denial under Section 9.02.




 









 






	9.04	 	Review of Appeal. Upon receipt of an appeal the Administrator shall promptly take action to
give due consideration to the appeal. Such consideration may include a hearing of the parties
involved, if the Administrator feels such a hearing is necessary. In preparing for this
appeal the claimant shall be given the right to review pertinent documents and the right to
submit in writing a statement of issues and comments. After consideration of the merits of
the appeal the Administrator shall issue a written decision, which shall be binding on all
parties subject to Section 9.06 below. The decision shall be written in a manner calculated
to be understood by the claimant and shall specifically state its reasons and pertinent Plan
provisions on which it relies. The Administrator’s decision shall be issued within sixty (60)
days after the appeal is filed, except that if a hearing is held the decision may be issued
within one hundred twenty (120) days after the appeal is filed.
	 
	9.05	 	Designation. The Administrator may designate any other person of its choosing to make any
determination otherwise required under this Article.
	 
	9.06	 	Arbitration. Each and every dispute or controversy arising pursuant to the Plan or a
Deferral Election shall, after exhaustion of the review procedure set forth in Section 9.04,
be settled exclusively by arbitration, conducted before a single arbitrator sitting in
Chicago, Illinois in accordance with the rules of JAMS then in effect. The costs and expenses
of arbitration, including the fees of the arbitrators, shall recover as expenses all
reasonable attorneys’ fees incurred by it in connection with the arbitration proceeding or any
appeals therefrom.





ARTICLE 10.

GENERAL PROVISIONS





	10.01	 	Administrator: The Administrator:






	 	(a)	 	Is expressly empowered to limit the amount of Compensation that may be
deferred; to deposit amounts in accordance with Section 8.02 hereof; to interpret the
Plan, and to determine all questions arising in the administration, interpretation and
application of the Plan; to employ actuaries, accountants, counsel, and other persons
it deems necessary in connection with the administration of the Plan; to request any
information from the Company it deems necessary to determine whether the Company would
be considered insolvent or subject to a proceeding in bankruptcy; and to take all
other necessary and proper actions to fulfill its duties as Administrator.
	 
	 	(b)	 	Shall not be liable for any actions by it hereunder, unless due to its own
negligence, willful misconduct or lack of good faith.
	 
	 	(c)	 	Shall be indemnified and saved harmless by the Company, if the Administrator
is not the Company, from and against all personal liability to which it may be subject
by reason of any act done or omitted to be done




 









 






	 	 	 	in its official capacity as Administrator in good faith in the administration of
the Plan, including all expenses reasonably incurred in its defense in the event
the Company fails to provide such defense upon the request of the Administrator.
The Administrator is relieved of all responsibility in connection with its duties
hereunder to the fullest extent permitted by law, short of breach of duty to the
beneficiaries.






	10.02	 	No Assignment. Benefits or payments under this Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors of the Participant or the Participant’s beneficiary, whether
voluntary or involuntary, and any attempt to so anticipate, alienate, sell, transfer, assign,
pledge, encumber, attach or garnish the same shall not be valid, nor shall any such benefit or
payment be in any way liable for or subject to the debts contracts, liabilities, engagement or
torts of any Participant or beneficiary, or any other person entitled to such benefit or
payment pursuant to the terms of this Plan, except to such extent as may be required by law.
If any Participant or beneficiary or any other person entitled to a benefit or payment
pursuant to the terms of this Plan becomes bankrupt or attempts to alienate, sell, transfer,
assign, pledge, encumber, attach or garnish any benefit or payment under this Plan, in whole
or in part, or if any attempt is made to subject any such benefit or payment, in whole or in
part, to the debts, contracts, liabilities, engagements or torts of the Participant or
beneficiary or any other person entitled to any such benefit or payment pursuant to the terms
of this Plan, then such benefit or payment, in the discretion of the Administrator, shall
cease and terminate with respect to such Participant or beneficiary, or any other such person.
	 
	10.03	 	No Rights to Remain an Employee. Participation in this Plan shall not be construed to
confer upon any Participant the legal right to be retained as a employee of the Company or an
Affiliate, or give a Participant or beneficiary, or any other person, any right to any payment
whatsoever, except to the extent of the benefits provided for hereunder. The Company’s or an
Affiliate’s right to terminate the employment of a Participant shall continue to the same
extent as if this Plan had never been adopted.
	 
	10.04	 	Incompetence. If the Administrator determines that any person to whom a benefit is payable
under this Plan is incompetent by reason of physical or mental disability, the Administrator
shall have the power to cause the payments becoming due to such person to be made to another
for his benefit without responsibility of the Administrator to see to the application of such
payments. Any payment made pursuant to such power shall, as to such payment, operate as a
complete discharge of the Company and the Administrator, if the Administrator is not the
Company.
	 
	10.05	 	Identity. If, at any time, any doubt exists as to the identity of any person entitled to
any payment hereunder or the amount or time of such payment, the Administrator shall be
entitled to hold such sum until such identity or amount or time is determined or until an
order of a court of competent jurisdiction is




 









 






	 	 	obtained. The Administrator shall also be entitled to pay such sum into court in accordance
with the appropriate rules of law. Any expenses incurred by the company or the
Administrator incident to such proceeding or litigation shall be charged against the
Account of the affected Participant.
	 
	10.06	 	No Liability. No liability shall attach to or be incurred by any manager of the Company, or
any Administrator under or by reason of the terms, conditions and provisions contained in this
Plan, or for the acts or decisions taken or made thereunder or in connection therewith; and as
a condition precedent to the establishment of this Plan or the receipt of benefits thereunder,
or both, such liability, if any, is expressly waived and released by each Participant and by
any and all persons claiming under or through any Participant or any other person. Such
waiver and release shall be conclusively evidenced by any act or participation in or the
acceptance of benefits or the making of any election under this Plan.
	 
	10.07	 	Expenses. All expenses incurred in the administration of the Plan, whether incurred by the
Company or the Plan, shall be paid by the Company.
	 
	10.08	 	Insolvency. Should the Company be considered insolvent, the Company, through its Board and
chief executive officer, shall give immediate written notice of such to the Administrator of
the Plan, if the Company is not the Administrator. Upon receipt of such notice, the
Administrator shall cease to make any payments to Participants and their beneficiaries and
shall hold any and all assets attributable to the Company for the benefit of the general
creditors of the Company.
	 
	10.09	 	Amendment and Termination.






	 	(a)	 	The Company may unilaterally terminate this Plan at any time. Except as
provided in this Section, the termination of this Plan shall not cause a distribution
of benefits under this Plan. Rather, upon such termination benefit distributions will
be made at the time specified in ARTICLE 6.
	 
	 	(b)	 	If the Company terminates the Plan within thirty (30) days before, or twelve
(12) months after a Change in Control, distributions may be made provided that all
distributions are made no later than twelve (12) months following such termination of
the Plan and further provided that all of the Company’s plans that would be aggregated
with this Plan under Code Section 409A or the regulations thereunder are
terminated so that all participants in the similar arrangements are required to
receive all amounts of compensation deferred under the terminated Plans within twelve
(12) months of the termination of the Plans.
	 
	 	(c)	 	The Company may terminate the Plan upon the Company’s dissolution or with the
approval of a bankruptcy court provided that the amounts deferred under the Plan are
included in the Executive’s gross income in the latest of (i) the calendar year in
which the Agreement terminates; (ii) the




 









 






	 	 	 	calendar year in which the amount is no longer subject to a substantial risk of
forfeiture; or (iii) the first calendar year in which the distribution is
administratively practical.
	 
	 	(d)	 	The Company may terminate the Plan and all other Plans required to be
aggregated with this Plan under Section 409A of the Code or the regulations
thereunder), provided such termination does not occur proximate to a downturn in the
financial health of the Company, and further provided that all distributions are made
no earlier than twelve (12) months and no later than twenty-four (24) months following
such termination, and the Company does not adopt any new non-account balance plans for
a minimum of three (3) years following the date of such termination
	 
	 	(e)	 	Any funds remaining after the termination of the Plan, and satisfaction of
all liabilities to Participants and others, shall be returned to the Company.






	10.10	 	Company Determinations. Any determinations, actions or decisions of the Company (including
but not limited to, Plan amendments and Plan termination) shall be made by the Board or a
properly delegated committee thereof in accordance with its established procedures.
	 
	10.11	 	Construction. All questions of interpretation, construction or application arising under or
concerning the terms of this Plan shall be decided by the Administrator, in its sole and final
discretion, whose decision shall be final, binding and conclusive upon all persons.
	 
	10.12	 	Governing Law. This Plan shall be governed by, construed and administered in accordance
with the laws of the State of Illinois, other than its laws respecting choice of law.
	 
	10.13	 	Headings. The Article headings contained herein are inserted only as a matter of
convenience and for reference and in no way define, limit, enlarge or describe the scope or
intent of this Plan, nor in any way shall they affect this Plan or the construction of any
provision thereof.
	 
	10.14	 	Terms. Capitalized terms shall have meanings as defined herein. Singular nouns shall be
read as plural, masculine pronouns shall be read as feminine, and vice versa, as appropriate.
	 
	10.15	 	Compliance with Code Section 409A. The Company intends that this Plan comply with the
applicable provisions of applicable law, including, by way of example and not limitation,
Section 409A of the Code and the regulations promulgated thereunder. Any provision of this
Plan which is not in compliance with such laws shall be deemed amended in such manner as is
necessary to comply with applicable law and the Participant’s rights under this Plan shall be
subject to the provisions of the Plan so amended.




 









 











          IN WITNESS WHEREOF, the Company has adopted this Plan as of the date indicated below.




	 	 	 	 	 
	 	CENTRUE FINANCIAL CORPORATION

 	 
	Dated: December 12, 2007 	By:  	/s/ Thomas Daiber
 	 



	 	 	 	 	 	 	 
	 

	 	Its:
	 	President and CEO