EXHIBIT
14.1

CENTRUE
FINANCIAL CORPORATION

CODE
OF ETHICS

INTRODUCTION

The Code of Ethics which follows has been adopted by
the Board of Directors of Centrue Financial Corporation and its subsidiary,
Centrue Bank, (collectively referred to as Centrue Financial Corporation or
the Company).  The Code is in­tended
to provide guidance to the directors, officers, and employ­ees concerning their
personal and professional ethics.  It is
not intended to be all inclusive nor is it intended to limit personal
activities.

The policy statements which follow concern adherence
to applicable laws and regulations and proper individual behavior when faced
with situations in which our personal interests conflict or appear to conflict
with the interests of other parties involved with Centrue Financial
Corporation.  Among the standards to be
observed are the following:

| |    |                                                                                                                                                                                                                                    
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | We will conduct our personal and business dealings
  in accord with the letter, spirit, and intent of relevant laws and
  regulations.                                                                                             
| |    |                                                                                                                                                                                                                                    
| | 2. | We will act toward others in a manner in which we
  desire them to act toward us.  We will
  not engage in any illegal, dishonest, or unethical conduct.  We will follow the highest ethical
  standards.                          
| |    |                                                                                                                                                                                                                                    
| | 3. | We will accept individual responsibility for our
  actions without seeking refuge or anonymity behind Centrue Financial
  Corporations reputation or that of any smaller group acting on Centrue
  Financial Corporations behalf.
| |    |                                                                                                                                                                                                                                    
| | 4. | We believe in providing fair and efficient service
  to our customers.                                                                                                                                                             
| |    |                                                                                                                                                                                                                                    
| | 5. | We will treat our fellow employees like customers,
  giving them the same exceptional service that our outside customers receive.                                                                                                  
| |    |                                                                                                                                                                                                                                    
| | 6. | We will be completely candid with our fellow
  employees in all business matters so that decisions will be reasonable and
  based upon all relevant facts.                                                                         

The Code should be read and an attempt be made to
understand not only the letter but the intent of the Code.  When faced with a confusing situation,
guidance may be sought from your immediate supervisor or a member of the Human
Resource Department.

| |                                
| | -------------------------------
| | /s/ Thomas A. Daiber           
| |                                
| | President &
  CEO              
| | Centrue
  Financial Corporation

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|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

INDEX

|                                               |  |                                                                       |               |   
|---------------------------------------------- |  | --------------------------------------------------------------------- | ------------- | --
|Policy                                         |  |                                                                       | Page
  Number
|                                               |  |                                                                       |              
|                                               |  |                                                                       |              
|CE.000                                         |  | Responsibilities of Employees                                         |               | 3 
|CE.000                                         |  | General Philosophy                                                    |               | 4 
|CE.001                                         |  | Bank Bribery Act                                                      |               | 6 
|CE.010                                         |  | Compliance Certification                                              |               | 7 
|CE.020                                         |  | Confidential Information                                              |               | 8 
|CE.030                                         |  | Conflicts of Interest                                                 |               | 9 
|CE.040                                         |  | Directors Code of Ethics                                             |               | 12
|CE.050                                         |  | Dishonesty                                                            |               | 13
|CE.060                                         |  | Gifts, Fees, Legacies, and
  Investments                              |               | 14
|CE 065                                         |  | Purchasing                                                            |               | 16
|CE.070                                         |  | Outside Employment & Business
  Interests                             |               | 18
|CE.080                                         |  | Political Activity                                                    |               | 19
|CE.090                                         |  | Recordkeeping                                                         |               | 20
|CE.100                                         |  | Soft Dollar Arrangement                                               |               | 21
|CE.110                                         |  | Undue Influence                                                       |               | 22
|CE.120                                         |  | Insider Trading                                                       |               | 23
|CE.130                                         |  | Extensions of Credit                                                  |               | 24
|CE.140                                         |  | Fair Dealing                                                          |               | 25
|CE.150                                         |  | Protection and Proper Use of Centrue
  Financial Corporation Property |               | 26
|CE.160                                         |  | Compliance With Laws, Rules, and
  Regulation                         |               | 27
|CE.170                                         |  | Reporting of Illegal or Unethical
  Behavior                          |               | 29
|CE.180                                         |  | Administration and Waiver of Code of
  Ethics                         |               | 31
|CE.190                                         |  | Misleading Financial Information                                      |               | 32
|CE.200                                         |  | Special Rules That Apply to
  Investment Officers                     |               | 33
|CE.210                                         |  | Senior Financial Officers Code of
  Ethics                           |               | 34
|                                               | 
|Code of Ethics
  Employee Acknowledgement Form | 
|Investment Officer
  Code of Conduct Statement | 

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|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.000Subject
Responsibilities
  of EmployeesEffective
January 30, 2007Revised
February 8, 2008


RESPONSIBILITIES OF EMPLOYEES

As an employee, you have a number of responsibilities
with regard to Centrue Financial Corporations Code of Ethics.  These responsibilities include the
following:

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | You must learn, understand, and comply with the
  various laws that are applicable to you in performing your duties on behalf
  of Centrue Financial Corporation.  If you
  have doubt about what the law requires, you should ask your supervisor for an
  explanation.                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 2. | As a community bank that provides exceptional
  customer service, we will treat all customers and suppliers in an honest,
  ethical, and fair manner. Customer satisfaction is a priority.                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 3. | Directors/officers/employees are prohibited from
  exercising undue influence over subordinates in situations that would not be
  in the best interest of Centrue Financial Corporation.  Any such situation should be reported
  promptly to the President and Chief Executive Officer.  If you become aware of a situation where
  you believe that the President and CEO is exercising undue influence, you
  should promptly report your finding to the Chairman of the Board or the
  Chairman of the Audit Committee.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 4. | Avoid situations where personal interests are, or
  appear to be, in conflict with those of Centrue Financial Corporation.                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 5. | Safeguard and properly use Centrue Financial
  Corporations proprietary information, assets, and resources, as well as the
  proprietary information, financial information, assets, and resources of
  customers.                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 6. | Maintain confidentiality of nonpublic information
  and do not act on such information for personal gain.  Acting on such information is not only a
  violation of this code, but would also be a violation of law.                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 7. | Exercise good judgment in making legal political
  contributions or in using political influence in your personal political
  activities.                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 8. | Promptly report violations of the Code of Ethics to
  the President and Chief Executive Officer or if the violation involves the
  President and CEO then promptly report the situation to the Chairman of the
  Board or the Chairman of the Audit Committee.  You may also report violations to the Human Resource Department
  or through the Companys anonymous hotline.                                                                                                                                              

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|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.000Subject
General
  PhilosophyEffective
March 31, 2003Revised
February 8, 2008


GENERAL PHILOSOPHY

Centrue Financial Corporation strictly forbids any
employee, officer, director, agent, or attorney of this Company to solicit for
themselves or a third party anything of value from anyone in return for any
business, service, or confidential information of the Company.  Similarly, it is forbidden for a person
associated with the Company to accept anything of value from anyone in
connection with the business of the Company, either before or after a
transaction is discussed or consummated.
Furthermore, if any individual is offered something of value from a
customer beyond what is expressly authorized in this policy statement, that
individual must disclose the facts of the offer to the Human Resource
Department immediately.

Title
18 U.S. Code, Section 215, makes it a criminal offense for any Centrue Financial
Corporation
employee to corruptly:

| |   |                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ▪ | Solicit
  for himself or herself or for a third party anything of value from anyone in
  return for any business, service, or confidential information of Centrue Financial
  Corporation; or                             
| |   |                                                                                                                                                                                                                           
| | ▪ | Accept
  anything of value (other than normal authorized compensation) from anyone in
  connection with the business of Centrue Financial Corporation, either before or
  after a transaction is discussed or consummated.

Employees,
officers, and directors are prohibited from:

| |   |                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ▪ | Personally
  benefiting from opportunities that are discovered through the use of Centrue Financial
  Corporation property, contacts, information, or position.                                       
| |   |                                                                                                                                                                                                       
| | ▪ | Accepting
  employment or engaging in a business (including consulting or similar
  arrangements) that may conflict with the performance of your duties or
  Centrue Financial Corporations interest.
| |   |                                                                                                                                                                                                       
| | ▪ | Soliciting,
  demanding, accepting, or agreeing to accept anything of value from any person
  in conjunction with the performance of your employment or duties at Centrue Financial
  Corporation.    
| |   |                                                                                                                                                                                                       
| | ▪ | Acting
  on behalf of Centrue Financial Corporation in any transaction
  in which you or your immediate family has a significant direct or indirect
  financial interest.                             

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|Centrue
  Financial Corporation
|Code of
  Ethics               
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Policy No.
CE.000Subject
General
  PhilosophyPage
2


There
are certain situations in which you may accept a personal benefit from someone
with whom you transact business such as:

| |   |                                                                                                                                                                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ▪ | Accepting
  a gift in recognition of a commonly recognized event or occasion (such as a
  promotion, new job, wedding, retirement, or holiday).  An award in recognition of service and
  accomplishment may also be accepted without violating these guidelines so
  long as the gift does not exceed $100 from any one individual in any calendar
  year.
| |   |                                                                                                                                                                                                                                                                                                                                                            
| | ▪ | Accepting
  something of value if the benefit is available to the general public under
  the same conditions on which it is available to you.                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                            
| | ▪ | Accepting
  meals, refreshments, travel arrangements and accommodations, and
  entertainment of reasonable value in the course of a meeting or other
  occasion to conduct business.                                                                                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                            
| | ▪ | Fostering
  business relations if the expense would be reimbursed by Centrue Financial
  Corporation as a business expense if the other party did not pay for it.                                                                                                                                                                                          

This Code of Ethics:

| |   |                                                                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ▪ | Requires the highest standards for honest and
  ethical conduct, including proper and ethical procedures for dealing with
  actual or apparent conflicts of interest between personal and professional
  relationships.
| |   |                                                                                                                                                                                                                        
| | ▪ | Requires full, fair, accurate, timely, and
  understandable disclosure in the periodic reports required to be filed by
  Centrue Financial Corporation with governmental and regulatory agencies.                      
| |   |                                                                                                                                                                                                                        
| | ▪ | Requires compliance with applicable laws, rules, and
  regulations.                                                                                                                                                    
| |   |                                                                                                                                                                                                                        
| | ▪ | Addresses potential or apparent conflicts of
  interest and provides guidance for employees, officers, and directors to
  communicate those conflicts to Centrue Financial Corporation.                                
| |   |                                                                                                                                                                                                                        
| | ▪ | Addresses misuse or misapplication of Centrue
  Financial Corporation property and corporate opportunities.                                                                                                            
| |   |                                                                                                                                                                                                                        
| | ▪ | Requires the highest level of confidentiality and
  fair dealing within and outside the Centrue Financial Corporation
  environment.                                                                                   
| |   |                                                                                                                                                                                                                        
| | ▪ | Requires reporting of any illegal behavior.                                                                                                                                                                            

If anything prescribed herein will cause you
difficulty, you should discuss the problem with the Human Resource
Department.  Until a written waiver has
been granted by the Human Resource Department, we expect each of our directors,
officers, and employees to comply with this statement of Company policy.

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|Centrue
  Financial Corporation
|Code of
  Ethics               
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Policy No.
CE.001Subject
Bank Bribery ActEffective
January 20, 1997Revised
February 8, 2008


BANK BRIBERY ACT

The Bank Bribery Act provides in part that:

|   |                                                                                                                                                                                                                                                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Whoever corruptly gives, offers, or promises
  anything of value to any person, with intent to influence or reward an
  officer, director, employee, agent, or attorney of a financial institution in
  connection with any business or transaction of such institution; or                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                           
|2. | An officer, director, employee, agent, or attorney
  of a financial institution, corruptly solicits or demands for the benefit of
  any person, or corruptly accepts or agrees to accept anything of value from
  any person, intending to be influenced or rewarded in connection with any
  business or transaction of such institution shall be guilty of an
  offense.

Whoever commits the violation will be fined not more
than the greater of $1,000,000 or three times the value of the item received,
offered, etc., and/or imprisoned for not more than 30 years.  If the value of the item received, offered,
etc., does not exceed $100, the fine will be not more than $1,000 and/or
imprisonment for not more than 1 year.

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|Centrue
  Financial Corporation
|Code of
  Ethics               
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Policy No.
CE.010Subject
Compliance
  CertificationEffective
January 20, 1997Revised
January 30, 2007


COMPLIANCE CERTIFICATION

Centrue Financial Corporation asks that all directors
and employees annually sign a certificate attesting to compliance with this
policy statement.  The blank form used
for this purpose appears on the last page of this Code of Ethics.

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|Centrue
  Financial Corporation
|Code of
  Ethics               
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Policy No.
CE.020Subject
Confidential
  InformationEffective
January 20, 1997Revised
February 8, 2008


CONFIDENTIAL INFORMATION

In the course of performing normal duties, Centrue
Financial Corporation employees acquire confidential information (including but
not limited to information about customer finances, the business strategies
and/or plans of the Company, or other data acquired through affiliation with
the organization) consi­dered to be extremely sensitive.  This information shall not be revealed to
unauthorized persons nor shall customers finances be discussed with others
within the organization unless their duties require the information.  Information about customers can be released
only when authorized by the customer or subpoenaed by a court, the IRS, or
appropriate authorities.  The
information released must be accurate and within the confines of the
release-authorizing document.

Centrue Financial Corporation recognizes the
importance and duty to protect the confidential and private nature of
customers financial and personal information.
However, when customers use the Bank as a credit reference, they are
giving the Bank the authority to release credit information.  Banks also share credit information with
each other.  This sharing is done only
to:

| |    |                                                                                                                         
| | -- | ------------------------------------------------------------------------------------------------------------------------
| | 1. | Support credit decisions; and                                                                                           
| |    |                                                                                                                         
| | 2. | Give assurances that source confidentiality will be
  protected and that the information is accurate and not misleading.

The inherent conflict between the customers right to
confidence and privacy and the need for creditors to share credit experience
should be recognized.  This conflict
cannot be entirely resolved, but its consequences can be mitigated by
exercising extreme care when exchanging credit information.

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|Centrue
  Financial Corporation
|Code of
  Ethics               
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Policy No.
CE.030Subject
Conflicts of
  InterestEffective
January 20, 1997Revised
February 8, 2008


CONFLICTS OF INTEREST

Confidential information about Centrue Financial
Corporations customers that reflects favorably or adversely on the investment
value of any business enterprise is insider information.  It may not be used for personal investment
advantage or provided to others for their investment advantage.  A Centrue Financial Corporation employee may
not represent Centrue Financial Corporation in any transaction where he or she
has a material connection or a financial interest.  Examples of material connections would include rela­tives or
personal friends - whether the transaction involves them as individuals or as principals
in a firm doing business with Centrue.
An example of a financial interest would be an employees involvement as
a proprietor, partner, or joint venturer in a firm doing business with Centrue
Financial Corporation.

Centrue Financial Corporation employees should avoid
taking part in transactions involving any of the above circumstances.  By transactions it means not only making
loans, but also approval of overdrafts, accepting checks on uncollected funds, waiving
of NSF fees, overdraft or late charges, and waiving the requirement for
financial statements or collateral documents.
When there is a potential conflict of interest, the transaction should
be referred to someone of equal or higher authority.

It is impossible to list every situation where such
conflict could occur, but the following guidelines may help you determine
whether or not your actions are a conflict of interest violation.  These represent some of the kinds of
business dealings where conflicts of interest could occur:

| |    |                                                                                                                                                                                                                                                                                                         
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | The confidential nature of account relationships has
  been breached.                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                         
| | 2. | Fiduciary responsibilities are handled in a less
  than prudent manner; business is done with Centrue Financial Corporation on
  the basis of friendship, family ties, the giving and receiving of gifts or
  vendor sponsored incentive contests, or to curry favor with some special
  interest group.
| |    |                                                                                                                                                                                                                                                                                                         
| | 3. | Centrue Financial Corporations name is used to
  enhance opportunities for others in their political, investment, or retail
  purchasing activities.                                                                                                                                                   

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|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.030Subject
Conflicts of
  InterestPage
2


For example, when Centrue Financial Corporation
employees are asked to be directors of outside corporations, the relationship
generally involves the use of Centrue Financial Corporations name, which can
create the impression of an endorsement of financial responsibility and
business practices.  Since such duties
also involve time, it is Centrue Financial Corporations policy for officers
and employees ordinarily not to serve in such capacities with for-profit
corporations; and, when compelling business or personal reasons are present,
such service may be authorized on a case-by-case basis but only with approval
of the President and Chief Executive Officer.
Special consideration is usually made for boards of small family
corporations and cooperative and condominium apartments where no public aspects
are involved.

The following policies with respect to these
relationships should be kept in mind:

| |    |                                                                                                                                                                                                                                                                                                                
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | It should be understood that an officer or employee
  will withdraw from the directorship at such time as the Board feels it to be
  appropriate.                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                
| | 2. | The amount of time devoted to the activity shall not
  interfere with normal duties.                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                
| | 3. | The officer or employee involved will abstain from
  approving Centrue Financial Corporation extensions of credit to the
  organization.                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                
| | 4. | Because of the conflict of interest, inside
  information, and possible trading problems, it is not appropriate for
  investment and fiduciary unit personnel and committee members to serve as
  directors of publicly owned companies.
  Any exception to this policy must receive the approval of the Board.

The policy described above is applicable to service
with for-profit corporations and is to be contrasted with service with
not-for-profit civic, charitable, or religious organizations.  Service with the latter organizations
generally does not carry the same risks of implied endorsement by Centrue
Financial Corporation and can provide valuable opportunities for employees,
officers, and our communities.  Service
with these organizations can also assist the Bank in maintaining familiarity
with the credit and other financial needs of residents of our communities.  Centrue Financial Corporation therefore
strongly encourages involvement by its employees, officers, and directors in
not-for-profit civic, charitable, and community groups.

All officers must refrain from participating in the
approval of an extension of credit (or any modification of credit terms) to a
business of which they are an officer, owner, or director.

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|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.030Subject
Conflicts of
  InterestPage
3


When a Centrue Financial Corporation officer or other
employee, as a director or officer of another corporation, is granted any
signing authority over any of the other corporations accounts with Centrue
Financial Corporation, approval of the Chief Executive Officer must be obtained
before exercising the signing authority.
In this regard, the best practice is for the Centrue Financial
Corporation employee to decline the opportunity to have signing authority over
any Centrue Financial Corporation account which the corporation maintains.

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|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.040Subject
Directors Code
  of EthicsEffective
January 20, 1997Revised
February 8, 2008


DIRECTORS CODE OF ETHICS

The directors of Centrue Financial Corporation and its
subsidiary, Centrue Bank, were elected to serve the needs of the stockholders,
the communities and the employees - not to serve the financial needs of
directors.  Legal, regulatory, and
ethical considerations make it mandatory that directors avoid most of the conflicts
of interest situations outlined in CC.030 for employees.  In addition, directors must:

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Conflicts
of Interest. Disclose to the Chairman of the Board of
Centrue Financial Corporation any actual or potential conflicts of interest
as soon as the situation arises. (This includes disclosure of any material
interest in the business of a borrower, an applicant, or other customer. It
also includes any gift or monetary offers made for the purpose of influ­encing
a Centrue Financial Corporation decision.) Directors are
specifically required to divulge all conflict of interest situations to the
Chairman and to thereafter abstain from voting (or influencing other votes)
regarding the conflict. In addition, directors are not to use pressure or
undue influence when discussing pending Company business with officers.
Specifically, using undue influence on behalf of family, business associates,
or close friends is prohibited.                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | Arms
  Length Transaction. Use only arms length transaction when
  buying, selling, or leasing assets or services to Centrue Financial
  Corporation. (It is Centrue Financial Corporations policy to contract for
  assets and services using only arms length transactions that are in the best
  interest of Centrue Financial Corporation. Directors are asked to honor this
  policy and to refrain from asking for special consideration as Centrue
  Financial Corporation contracts for assets or services.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | Independence. Centrue Financial Corporation and its subsidiarys boards of directors
consist of inside directors (directors who are also officers) and outside
directors (directors who are not officers). Some of our directors have close
associations with owners of large blocks of Company stock and others have no
such association. Regardless of whether a director is an inside director or
an outside director, and regardless of whether a director is associated with
blocks of ownership stock or not, once elected to serve on the board of
directors each director has a duty of independence. This means that each
director, regardless of affiliations, has a legal and ethical duty of
speaking, acting, and voting in accordance with the dictates of his or her
conscience. Not only is this an ethical duty, it is a regulatory requirement,
it is the conduct expected of each director, and it is the conduct that is in
the best interests of the Company and its stakeholders.

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|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.050Subject
DishonestyEffective
January 20, 1997Revised
February 8, 2008


DISHONESTY

Because trust is the cornerstone of Centrue Financial
Corporations relationships with its customers, employees must refrain from
conduct which might give even the slightest appearance of dishonesty.
Therefore, Centrue Financial Corporation employees must not among others:

|   |                                                                                                  
|-- | -------------------------------------------------------------------------------------------------
|1. | Transfer amounts to or from their personal accounts
  from or to customers accounts;            
|   |                                                                                                  
|2. | Sign customers names to customer withdrawal slips,
  documents, drafts, checks, or money orders;
|   |                                                                                                  
|3. | Be an attorney in fact (Power of Attorney) for a
  customer who is not a close relative.         

Any theft or embezzlement of Centrue Financial
Corporation customer funds or falsification of records by any employee will
subject the employee to disciplinary action including termination of
employment. Any employee who has knowledge of any such theft, embezzlement, or
falsification and fails to report such information to their immediate
supervisor or senior management will be subject to disciplinary action
including termination of employment.

Written notification of any defalcations will be
reported to the appropriate regulators and law enforcement agencies as
prescribed by Federal and State regulations.

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|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.060Subject
Gifts, Fees,
  Legacies, and InvestmentsEffective
January 20, 1997Revised
February 8, 2008


GIFTS, FEES, LEGACIES, AND INVESTMENTS

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Employees should not accept a loan from a customer
  or supplier. This prohibition does not apply to loans from banks or other
  financial institutions on customary terms to finance proper credit needs.
  Upon request, key employees may be asked to report all their bor­rowings from
  other financial institutions to their respective Board of Directors.                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | Employees should not accept a fee for per­forming
  any act that Centrue Financial Corporation could have performed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | It is improper for employees to accept a gift from a
  customer or from any other person seeking a relationship with Centrue
  Financial Corporation. This rule does not apply to (a) food, refreshments, or
  entertainment at luncheon or business meetings; (b) advertising or
  promotional material of nominal value; (c) awards from charitable
  organizations; or (d) gifts of nominal value given on special occasions such
  as Christmas. (Nominal value is a value that would be within the employees
  ability to reciprocate on a personal basis or with a legitimate claim for
  reimburse­ment under similar circumstances.)
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | Officers and employees, in their personal capacities,
  may give gifts at their expense to whomever they choose. However, all
  personnel are expected to consider the appearance of such action if the
  recipient is a customer, supplier, or government official, in addition to
  being a personal friend or acquaintance. The context of such action is
  important, and if the officer or employee believes his personal gift might be
  interpreted as consideration for an official or business favor, then
  something should be done to rebut this presumption and reinforce the personal
  nature of the gift.                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | Each director, officer and employee of Centrue
  Financial Corporation and any of its affiliates, must report any stock owned
  in another financial institution that operates in the same market area (as
  later defined) as Centrue Financial Corporation and any of its affiliates.
  The ownership of stock in another financial institution is not prohibited
  unless the Board of Directors determines that the individuals ownership of
  the stock conflicts with the individuals performance of service to Centrue
  Financial Corporation.                                                                                     

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.060Subject
Gifts, Fees,
  Legacies, and InvestmentsPage
2


|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Centrue Financial Corporations market area is
  considered to be northwest Illinois, central Illinois, southern Illinois,
  metropolitan Chicago, western Indiana, and metropolitan St. Louis, Missouri.                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Ownership of stock in publicly traded banks, bank
  holding companies or financial institutions is expressly permitted unless the
  individual owns more than ten percent of the stock or has influence over the
  management of the company.                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Exceptions to this policy include stock acquired
  through inheritance, or gift. In addition, if an individual owns stock in a
  bank or bank holding company that has a branch in a county in which Centrue
  Financial Corporation or any of its affiliates opens a branch subsequent to
  the stock purchase, the individual would not be required to dispose of the
  subject stock. Bank or bank holding company stock owned or acquired in any of
  these ways would require disclosure to the Board.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6. | Employees should not sell or lease anything to a
  customer at a value in excess of its market value nor should he or she
  purchase or lease anything from a customer at a price below its market value.
  (Acceptance of discounts or rebates on merchandise is permitted if they are
  also available to other routine customers of the firm.)                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7. | An employee should refuse any legacy or be­quest
  from a customer. He or she should also refuse to serve personally as
  executor, trustee, or guardian of a customers estate or trust unless the
  customer is a close relative (i.e., a parent/guardian, child, spouse,
  sibling, aunt, uncle, in-law, or cousin).                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8. | Employees should not indirectly perform any act that
  these rules prohibit directly. For example, it is just as wrong to arrange
  for a member of the family to re­ceive a gift as it is for the employee to
  accept the gift directly.                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9. | Speculative investing such as playing the commodities
  market, margin buying, short accounts, puts, calls, or combinations are not
  prudent for employees.                                                                                                                                                                                                                                                                                                                                               

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE. 065Subject
PurchasingEffective
January 30, 2007Revised
February 8, 2008


PURCHASING

The overall guideline for personnel engaged in
purchasing equipment, supplies, and services is that all employees will remove
themselves from situations which may or appear to influence unduly their
relationships with vendors in a position to transact business with any of our
companies or other employees. The disclosure procedures described below are
designed for personnel employed in the purchasing department, as well as other
personnel making purchases, and personnel in Centrue Financial Corporation
engaged in hiring employees.

All individuals performing purchasing and human
resources duties may be required (as a condition of employment, and from time
to time) to sign a memorandum affirming their knowledge of and intention to
adhere to these policies and procedures. Persons found in violation of these
policies and procedures will be subject to disciplinary action, including
termination of employment.

Any special situations in which preferential treatment
is extended to an officer or employee by a vendor in a non-Centrue Financial
Corporation related transaction because of that vendors association or
dealings with Centrue Financial Corporation, must be brought to the attention
of and approved by the Chief Executive Officer. An individuals purchase of
goods for personal use from a vendor at a price lower than that offered to the
general public will not be approved. Under no circumstances should a Centrue
Financial Corporation employee actively seek or accept a discount from a
Centrue Financial Corporation supplier or bidder on an item for his personal
use. If Centrue Financial Corporation has arranged in writing for discounts to
be offered to other employees, then personnel involved in purchasing may obtain
these benefits without prior clearance.

It is Centrue Financial Corporations policy that all
items purchased, and specifically items from or arranged by any other Centrue
Financial Corporation employee or director, or their related interests, must be
purchased though the Head of Operations of Centrue Financial Corporation. Any
deviations from this policy are to be reported to the Board.

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.065Subject
PurchasingPage
2


Reciprocity

It is the policy of Centrue Financial Corporation to
purchase all equipment, supplies, and services needed by it on the basis of
quality, utility, and the price offered by the vendor. Only in circumstances
where customers demonstrate the best quality, utility, and price, will
customers of Centrue Financial Corporation be given orders involving Centrue
Financial Corporation purchases. In this connection, information concerning
products or services supplied by us to any customer should not be made available to or obtained
by personnel concerned with purchasing. Similarly, information as to vendor
relationships should not be furnished to lending personnel in Centrue Financial
Corporation. It must be kept in mind that not only will customers of Centrue
Financial Corporation not be given preferential treatment on purchases, but
care must also be taken to ensure that no vendors are left with the impression,
however erroneous, that it is necessary for him/her or helpful, to purchase
products or services which are offered by Centrue Financial Corporation.

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.070Subject
Outside Employment
  & Business InterestsEffective
January 20, 1997Revised
February 8, 2008


OUTSIDE EMPLOYMENT & BUSINESS INTERESTS

Outside employment and business interests of Centrue
Financial Corporation employees must be carefully monitored to avoid even the
appearance of impropriety. For that reason, outside employment and business
interests must be reported to the Human Resource Department immediately. For
purposes of this policy, outside employment means any employment (even if no
compensation or remuneration of any sort is received), including self
employment, of a Centrue Financial Corporation employee other than by the
corporation. Outside business interest shall be construed as broadly as
possible to include, but not be limited to, any ownership or other financial interest
in, or management, direction, or control of, any business other than
Centrue Financial Corporation. Any potential conflict of interest identified by
the Human Resource Department regarding outside employment and/or business
interests will be reported to the Board of Directors.

The following are examples of the types of outside
employment and business interests, which may create potential conflicts of
interest and therefore be inappropriate:

| |   |                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------
| |  | Securities/commodities brokerage                                                                                           
| |   |                                                                                                                            
| |  | Insurance                                                                                                                  
| |   |                                                                                                                            
| |  | Practice of law                                                                                                            
| |   |                                                                                                                            
| |  | Accounting/bookkeeping                                                                                                     
| |   |                                                                                                                            
| |  | Financial, estate, or business planning                                                                                    
| |   |                                                                                                                            
| |  | Investment or debt counseling                                                                                              
| |   |                                                                                                                            
| |  | Any employment or activity in which confidential
  information is received or a fiduciary relationship is otherwise created
| |   |                                                                                                                            
| |  | Any entity which provides goods or services to
  Centrue Financial Corporation                                             
| |   |                                                                                                                            
| |  | Any entity which provides the same or similar
  services or products as those provided by Centrue Financial Corporation    
| |   |                                                                                                                            
| |  | Any other financial institution                                                                                            

This list is not meant to be exhaustive, and other
types of outside employment and business interests may be deemed inappropriate.

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.080Subject
Political
  ActivityEffective
January 20, 1997Revised
February 8, 2007


POLITICAL ACTIVITY

Centrue Financial Corporation supports the democratic
political system as a critical part of its environment. However, written
approval must be obtained from the Human Resource Department before accepting
nomination or appointment to public office. Additionally, all employees shall
annually report all public offices held.

Centrue Financial Corporation prohibits the following
activities:

|   |                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Any contribution or
  expenditure of its funds either directly or indirectly to or for the benefit
  of, use of, in support or in opposition to, any political party, candidate,
  or political committee.
|   |                                                                                                                                                                                                           
|2. | The use of its premises,
  equipment, or supplies by any political party candidate.                                                                                                                       
|   |                                                                                                                                                                                                           
|3. | The loaning, temporary
  assigning, or otherwise making available of any of its employees to, or for
  the use of, any political party, candidate, or political committee.                              

- 19 -

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.090Subject
RecordkeepingEffective
January 20, 1997Revised
February 8, 2008


RECORDKEEPING

Attempted bribes will be reported immediately to Centrue
Financial Corporations President and Chief Executive Officer who will inform
the holding company Board of Directors. The President and Chief Executive
Officer then take appropriate action and will keep contemporaneous written
records of each case.

Written records will also be kept in the President and
Chief Executive Officers office of all waivers granted to any portion of this
Code of Ethics. The Human Resource Department will keep all compliance
certificates on file for a period not less than three years.

- 20 -

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.100Subject
Soft Dollar
  ArrangementEffective
January 20, 1997Revised
February 8, 2008


SOFT DOLLAR ARRANGEMENT

It is the policy of Centrue Financial Corporation to
discourage all forms of soft dollar remuneration. Centrue Financial
Corporation officers and employees are to avoid the acceptance of soft dollar
remuneration wherever possible and shall not under any circumstances accept any
form of soft dollar remuneration having a fair cash value of greater than
$100.

For purposes of this policy, soft dollar
remuneration includes, but is not limited to, gifts of property, meals, trips,
entertainment, and other non-cash compensation received by a Centrue Financial
Corporation officer or employee, directly or indirectly, from a securities firm
or broker, vendor, or other person, firm, or entity with whom Centrue Financial
Corporation contracts for goods or services.

Procedures

|   |                                                                                                                                                                                                                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Quarterly Report. All Centrue Financial Corporation
officers and employees shall, within ten (10) days after the end of each
calendar quarter, report any soft dollar remuneration received by them
during the preceding quarter. Such report shall identify the party providing
the soft dollar remuneration, a description thereof, the date provided, and
its value.
|   |                                                                                                                                                                                                                                                                                                                                                                            
|2. | Review by Board of Directors. Such report shall be
submitted to and reviewed by the respective Board of Directors.                                                                                                                                                                                                                                                         

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.110Subject
Undue InfluenceEffective
January 20, 1997Revised
February 8, 2008


UNDUE INFLUENCE

Generally speaking, undue influence is any conduct
by a person which, considering all of the relevant facts and circumstances,
influences, dominates, or controls the will of another person (the transferor)
and causes him or her to make a disposition of his or her property which he or
she otherwise would not have made. Undue influence may take many forms. Most
undue influence cases will involve transferors who are elderly or infirm or who
have limited mental capabilities. In many cases, the transferee or donee (often
a family member or close friend) will be a person who stands in a confidential
or fiduciary relationship to the transferor. In such cases, a presumption of
undue influence arises.

It is the policy of Centrue Financial Corporation that
all of its officers and employees shall be especially watchful for situations
and transac­tions in which undue influence may be present.

Procedures

|   |                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Where Undue Influence Is Suspected. In situations
where undue influence is suspected, the officer or employee handling the
transaction should (a) attempt to independently ascertain whether the
transferor understands the nature of the transaction and its consequences;
(b) before executing or completing the transaction, consult with his or her
immediate supervisor; and (c) consult with legal counsel.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | Report. In all cases in which undue influence is sus­pected,
  the officer or employee involved shall promptly prepare a report detailing
  the relevant facts and circumstances and the action taken. This report shall
  be transmitted to the security officer.                                                                                                                                               

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.120Subject
Insider TradingEffective
March 31, 2003Revised
February 8, 2008


INSIDER
TRADING

It is
both unethical and illegal to buy, sell, trade, or otherwise participate in
transactions involving Centrue Financial Corporation common stock or other
security while in possession of material information concerning Centrue Financial
Corporation that has not been released to the general public, but which when released
may have an impact on the market price of the Centrue Financial Corporation
common stock or other equity security. It is also unethical and illegal to buy,
sell, trade, or otherwise participate in transactions involving the common
stock or other security of any other company while in possession of similar
non-public material information concerning such company. Any questions
concerning the propriety of participating in a Centrue Financial Corporation or
other company stock or other security transaction should be directed to the
Centrue Financial Corporation Chief Executive Officer or Chief Financial Officer.

- 23 -

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.130Subject
Extension of
  CreditEffective
March 31, 2003Revised
February 8, 2008


EXTENSIONS
OF CREDIT

Centrue Financial Corporations affiliate bank,
Centrue Bank, may extend credit to any executive officer, director, or
principal shareholder of Centrue Financial Corporation only on substantially
the same terms as those prevailing for comparable transactions with other
persons or that may be available to employees generally as permitted by and in
accordance with Regulation O of the Board of Governors of the Federal Reserve
System.

- 24 -

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.140Subject
Fair DealingEffective
March 31, 2003Revised
February 8, 2008


FAIR
DEALING

Each
employee, officer, and director should undertake to deal fairly with Centrue Financial
Corporations
customers, suppliers, competitors, and employees. Additionally, no one should
take advantage of another through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
unfair-dealing practices.

Employees
must disclose prior to or at their time of hire the existence of any employment
agreement, non-compete or non-solicitation agreement, confidentiality
agreement, or similar agreement with a former employer that in any way
restricts or prohibits the performance of any duties or responsibilities of
their positions with Centrue Financial Corporation. Copies of such
agreements should be provided to the Human Resource Department to permit
evaluation of the agreement in light of the employees position. In no event
shall an employee use any trade secrets, proprietary information, or other
similar property, acquired in the course of his or her employment with another
employer, in the performance of his or her duties for or on behalf of Centrue Financial
Corporation.

Centrue Financial Corporations affiliates are
engaged in the business of serving as executor, trustee, and guardian of
estates of individuals. Employees are encouraged to recommend these services to
qualified individuals. Employees may serve as fiduciaries for members of their
own families (i.e., a parent/guardian, child, spouse, sibling, aunt,
uncle, in-law or cousin). With respect to any other
person, employees should not seek nor accept appointment to any fiduciary or
co-fiduciary position without the written approval of the officer in charge of
the member trust organization assigned to their geographic areas. Due to the
danger of customer misunderstandings, potential liability to Centrue Financial
Corporation or its employees, and inherent conflicts of
interest, such approval will not normally be given. Employees should not
directly or indirectly accept bequests under a will or trust if such bequests
have been made to them because of their employment with Centrue Financial
Corporation.

Employees are sometimes asked to advise customers
with respect to services and goods other than services and goods available from
Centrue Financial Corporation as to attorneys, accountants, insurance brokers,
or real estate agents with whom they might do business. This type of advice
must be avoided.

Centrue Financial Corporation and its employees do
not render advice other than with respect to goods and services that can be
made through or relate to those that can be made through Centrue Financial
Corporation.

- 25 -

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.150Subject
Protection and Proper
  Use of Centrue Financial Corporation PropertyEffective
March 31, 2003Revised
February 8, 2008


PROTECTION
AND PROPER USE OF 
CENTRUE FINANCIAL CORPORATION PROPERTY

All employees, officers, and directors should
protect Centrue Financial Corporations property and assets
and ensure their efficient and proper use. Theft, carelessness, and waste can
directly impact Centrue Financial Corporations profitability,
reputation, and success. Permitting Centrue Financial Corporation property (including data transmitted or stored electronically and
computer resources) to be damaged, lost, or used in an unauthorized manner is
strictly prohibited. Employees, officers, and directors may not use corporate,
bank, or other official stationery for personal purposes.

The proper handling of business expenses incurred
while away from the office is imperative if Centrue Financial Corporation
officers and employees are to avoid the appearance of a conflict of interest or
a reputation for self-enrichment at the expense of Centrue Financial Corporation,
its stockholders, and their fellow employees. The tax rules on deductibility
offer sound guidelines which must be followed for internal reporting purposes,
and therefore must also be adhered to in the course of external contacts. The
U.S. Internal Revenue Service standards are applied by Centrue Financial
Corporation for the purpose of determining the appropriateness of a business
expense. Any submitted expenses not complying with IRS requirements and Centrue
Financial Corporation policy will not be reimbursed. The reimbursed travel
expenses (if any) of a spouse, or other individual, accompanying a Centrue
Financial Corporation representative on a business trip, will be taxable to the
employee unless it can be demonstrated to Centrue Financial Corporations
satisfaction that their presence served a bona fide business purpose.

- 26 -

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.160Subject
Compliance With Laws,
  Rules, and RegulationEffective
March 31, 2003Revised
February 8, 2008


COMPLIANCE
WITH LAWS, RULES, AND REGULATIONS

This Code of Ethics is based on Centrue Financial
Corporations policy that all employees, officers, and
directors comply with the law. While the law prescribes a minimum standard of
conduct, this Code of Ethics requires conduct that often exceeds the legal
standard.

Centrue Financial Corporation specifically forbids
the following conduct:

| |    |                                                                                                                                                                                                                                                                                                                                                               
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | Theft, fraud, embezzlement, misappropriation, or
  any form of wrongful conversion of property belonging to Centrue Financial
  Corporation, an employee, or any Centrue
  Financial Corporation customer or client. This applies whether or not the
  conduct is a criminal act subject to prosecution.                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                               
| | 2. | Any act of fraud or deception involving Centrue
  Financial Corporation, a customer, a supplier, a government official, or any
  other party.                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                               
| | 3. | Any act of bribery, including a promise, offer, or
  gift of money or anything of value, made or offered to a government official
  or someone acting for the government or a person employed by, or acting on
  behalf of, a customer, supplier, or other organization with which Centrue
  Financial Corporation does business or has prospective business. 
| |    |                                                                                                                                                                                                                                                                                                                                                               
| | 4. | Any dishonest or unethical act against Centrue
  Financial Corporation or any regulatory official.                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                               
| | 5. | Political contributions of money, services, or
  other property of Centrue Financial Corporation that are in violation of
  applicable law.                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                               
| | 6. | Any act of discrimination based on a persons
  race, color, gender, creed, sexual orientation, marital status, age,
  religion, national origin, ancestry, place of birth, disability, veteran
  status or any other category protected by law.                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                               
| | 7. | Any act of harassment, which includes but is not
  limited to, slurs, jokes, and other verbal, graphic, or physical conduct that
  relates to an individuals race, color, gender, creed, sexual orientation,
  marital status, age, religion, national origin, ancestry, place of birth,
  disability, veteran status or any other category protected by law.

Certain other statutory and regulatory provisions
are applicable to officers, directors, and employees of banks and bank holding
companies. The following list is not exhaustive, but highlights a number of
areas Centrue deems particularly significant:

- 27 -

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.160Subject
Compliance with Laws,
  Rules, and RegulationsPage
2


| |     |                                                                                                                                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.  | Interlocks between management officials (officers,
  directors, employees) of non-affiliated financial institutions and holding
  companies of financial institutions are generally prohibited.
| |     |                                                                                                                                                                                                
| | 2.  | Bank employees receipt of compensation for acting
  as a co-fiduciary (co-trustee) with Centrue Financial Corporation is
  restricted.                                                        
| |     |                                                                                                                                                                                                
| | 3.  | Receipt of commission or gift for procuring a loan
  from Centrue Financial Corporation, or extension, renewal, or substitution of
  security, etc., is prohibited.                            
| |     |                                                                                                                                                                                                
| | 4.  | Offer of a loan or gratuity to a bank examiner is
  prohibited.                                                                                                                                
| |     |                                                                                                                                                                                                
| | 5.  | Certification of checks without adequate customer
  funds on deposit is prohibited.                                                                                                            
| |     |                                                                                                                                                                                                
| | 6.  | Lending and borrowing of trust funds is restricted
  and in some case prohibited.                                                                                                              
| |     |                                                                                                                                                                                                
| | 7.  | Embezzlement, theft, and misapplication of funds
  are illegal.                                                                                                                                
| |     |                                                                                                                                                                                                
| | 8.  | Unauthorized issuance of Centrue Financial
  Corporation obligations and intentional false entries
  are prohibited.                                                                           
| |     |                                                                                                                                                                                                
| | 9.  | Relationships with dealers in securities by
  Centrue Financial Corporation employees and
  directors are restricted.                                                                          
| |     |                                                                                                                                                                                                
| | 10. | Stock-secured loans to purchase or carry margin
  stocks are regulated and impose scrutiny responsibilities on Centrue Financial
  Corporation lending officers.                               
| |     |                                                                                                                                                                                                
| | 11. | Convictions of criminal offenses preclude serving
  as an officer, director, or employee.                                                                                                      
| |     |                                                                                                                                                                                                
| | 12. | Requiring a borrower to purchase or obtain other Centrue
  Financial Corporation products other than certain direct deposit account
  relationships is prohibited.                             

Certain Centrue Financial Corporation business units have policies and procedures governing topics covered by
this Code of Ethics. These policies and procedures reflect the special
requirements of these business units.

- 28 -

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.170Subject
Reporting of Illegal or
  Unethical BehaviorEffective
March 31, 2003Revised
February 8, 2008


REPORTING
OF ILLEGAL OR UNETHICAL BEHAVIOR

All employees, officers and directors are expected
to demonstrate the ability to properly manage their personal finances,
particularly the prudent use of credit. Centrue Financial Corporation recognizes that its customers must have faith and confidence in
the
honesty and character of its employees, officers, and directors. In addition to
the importance of maintaining customer confidence, there are specific laws that
outline the actions Centrue Financial Corporation must take regarding
any known, or suspected, crime involving the affairs of Centrue Financial
Corporation. With regard to financial affairs, the Company must
make a criminal referral in the case of any known, or suspected, theft,
embezzlement, check/debit card kiting, misapplication, or other defalcation
involving Company funds or personnel in any amount.

Fraud is an element of business that can
significantly affect the reputation and success of Centrue Financial
Corporation. Centrue Financial Corporation requires its employees, officers and directors to talk to supervisors,
managers, or other appropriate personnel to report and discuss any known or
suspected criminal activity involving Centrue Financial Corporation or its employees. If, during the course of employment, you become
aware
of any suspicious activity or behavior including concerns regarding
questionable accounting or auditing matters, you must promptly report
violations of laws, rules, regulations, or this Code of Ethics to the Human
Resource Department, the President and Chief Executive officer, the Chairman of
the Board, the Chairman of the Board Audit Committee, or through the Companys
anonymous hotline.

Centrue Financial
Corporation has contracted with an outside vendor to receive the Companys
Sarbanes-Oxley related complaints. This vendor may also receive the Companys
Human Resources related complaints. Listed below are the procedures for this
process:

| |    |                                                                                                                                                                                                                                                                                                              
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | An employee can initiate
  an anonymous complaint via e-mail or by phone to the vendor. The vendor will
  track and retain all complaints. The contact information for the vendor can
  be found on the Companys website.                                                                                   
| |    |                                                                                                                                                                                                                                                                                                              
| | 2. | The vendor then contacts
  the designated Centrue Financial Corporation recipients via e-mail; the Risk Management
  Officer and Chairman of the Audit Committee for Sarbanes-Oxley related issues
  and the Risk Management Officer and the Director of Human Resources for Human
  Resource-related issues.

-
29 -

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.170Subject
Reporting of Illegal or
  Unethical BehaviorPage
2


| |    |                                                                                                                                             
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------
| | 3. | The designated recipients
  will take the appropriate action necessary to handle the complaint. This may
  include contacting legal counsel.
|
| | 4. | Follow-up will be
  conducted by the designated recipients on the complaints received.                                                      

No retaliation will be
allowed to occur against an employee who reports potential fraud or a complaint
in good faith.

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.180Subject
Administration and
  Waiver of Code of EthicsEffective
March 31, 2003Revised
February 8, 2008


ADMINISTRATION
AND WAIVER OF CODE OF ETHICS

This Code of Ethics shall be administered and
monitored by the Centrue Financial Corporation Human Resource Department. Any questions and further information on this
Code of Ethics should be directed to this department.

All managers and direct supervisors are responsible
for reviewing this Code of Ethics with their subordinates each time a new
edition of the Code of Ethics is published.

It is also the responsibility of the Human Resource
Department to reaffirm compliance with this Code of Ethics by all employees and
officers, and to obtain a signed certificate that each employee and officer has
read and understands the guidelines and will comply with them. The provisions
of the Code of Ethics Policy will be included in the Centrue Financial
Corporation Employee Handbook. The Employee Handbook will be issued to all new
employees and officers at the time of employment and reissued to existing
employees and officers from time to time. Employees will be required to sign a
receipt form for the Employee Handbook indicating they have read this Code of
Ethics and comply with its provisions.

Employees, officers, and directors of Centrue Financial
Corporation are expected to follow this Code of Ethics at
all times. Generally, there should be no waivers to this Code of Ethics.
However, in rare circumstances, conflicts may arise that necessitate waivers.
Waivers will be determined on a case-by-case basis by the Centrue Financial
Corporation Human Resource Department with the advice of legal counsel.

However, waivers for directors and executive
officers must be determined by the board of directors. For members of the board
of directors and executive officers, the board of directors shall have the sole
and absolute discretionary authority to approve any deviation or waiver from
this Code of Ethics. Any waiver and the grounds for such waiver by directors or
executive officers may need to be disclosed to stockholders in the Centrue
Financial Corporation Annual Proxy Statement.

Known or suspected violations of this Code of Ethics
will be investigated and may result in disciplinary action up to and including
immediate termination of employment.

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.190Subject
Misleading Financial
  InformationEffective
March 31, 2003Revised
February 8, 2008


MISLEADING
FINANCIAL INFORMATION

Centrue Financial Corporation will be honest and forthright in all of its financial reporting. We will
use generally accepted accounting procedures (GAAP) to account for all
transactions. We will then use the resulting accounting data to prepare
financial reports that are as accurate as we can make them. No one associated
with this company is authorized to slant this financial data in ways that might
mislead a third party into believing the Companys financial situation is
better than it actually is.

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.200Subject
Special Rules That
  Apply to Investment OfficersEffective
March 31, 2003Revised
February 8, 2008


SPECIAL
RULES THAT APPLY TO INVESTMENT OFFICERS

Anyone making investments on behalf of the Company
is prohibited from taking advantage of the special circumstances associated
with this duty. Specifically, an investment officer is prohibited from buying
securities for his or her own account through dealers from which he or she buys
securities for the Companys account. The investment officer is also prohibited
from accepting gifts, entertainment, free travel, and so forth from a
securities dealer or from employees who work for a securities firm. If the
investment officer is ever approached with a deal that would benefit him or her
personally, he or she must immediately report the circumstances to the
president and the chairperson of the board and stop placing investment orders
through that firm. (Exhibit 2A.2 following this policy contains a statement that
the Company requires its investment officers to sign.)

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Policy No.
CE.210Subject
Senior Financial
  Officers Code of EthicsEffective
March 31, 2003Revised
February 8, 2008


SENIOR
FINANCIAL OFFICERS
CODE OF ETHICS

GENERAL PHILOSOPHY

Honesty, integrity, and sound judgment of senior
financial officers are fundamental to the reputation and success of Centrue Financial
Corporation. While all employees, officers, and directors are
required to adhere to the Centrue Financial Corporation Code of Ethics, the
professional and ethical conduct of senior financial officers (Chief Financial
Officer, Controller and Chief Investment Officer) is essential to the proper
function and success of Centrue Financial Corporation as a leading financial services provider.

SENIOR FINANCIAL OFFICERS CODE OF
ETHICS

To the best of their knowledge and ability, senior
financial officers of Centrue Financial Corporation performing accounting, auditing, financial management, or similar
functions must:

| |   |                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ▪ | Act with honesty and integrity; avoid actual or
  apparent conflicts of interest in personal and professional relationships.                                                                   
| |   |                                                                                                                                                                                                
| | ▪ | Provide colleagues with information that is
  accurate, complete, objective, relevant, timely, and understandable.                                                                             
| |   |                                                                                                                                                                                                
| | ▪ | Comply with applicable laws, rules, and
  regulations of federal, state, and local governments (both United States and
  foreign) and other appropriate private and public regulatory agencies.
| |   |                                                                                                                                                                                                
| | ▪ | Act in good faith, with due care, competence and
  diligence, without misrepresenting material facts or allowing independent
  judgment to be subordinated.                                    
| |   |                                                                                                                                                                                                
| | ▪ | Respect the confidentiality of information
  acquired in the course of employment.                                                                                                             
| |   |                                                                                                                                                                                                
| | ▪ | Share knowledge and maintain skills necessary and
  relevant to Centrue Financial Corporations needs.                                                                                         
| |   |                                                                                                                                                                                                
| | ▪ | Proactively promote ethical and honest behavior
  within the Centrue Financial Corporation environment.                                                                                        
| |   |                                                                                                                                                                                                
| | ▪ | Assure responsible use and control of all assets,
  resources, and information of Centrue Financial Corporation.                                                                               

All senior financial officers are expected to adhere
to both the Centrue Financial Corporation Code of Ethics and the Code of Ethics
for Senior Financial Officers at all times. The board of directors shall have
the sole and absolute discretionary authority to approve any deviation or
waiver from the Code of Ethics for Senior Financial Officers. Any waiver and
the grounds for such waiver for a senior financial officer shall be promptly
disclosed through a filing with the Securities and Exchange Commission on Form
8-K. Additionally, any change of this Code of Ethics for senior financial
officers shall be promptly disclosed to stockholders.

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Employee Acknowledgement Form

I have received a copy of the Centrue Financial
Corporation Code of Ethics. After having read the Code, I certify that:

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | I have not directly, or indirectly through my
  family: (a) made any personal investment based on insider information; (b)
  otherwise acted on insider information contrary to the Centrue Financial
  Corporation policy statement; (c) accepted any gifts or enter­tainment; (d)
  accepted any fees or other remune­ration; (e) borrowed from a Centrue
  Financial Corporation customer or supplies; (f) sold or leased assets to or
  purchased or leased assets from a customer other than an arms length
  transaction; or (g) accepted any bequest, legacy, or fiduciary appointment,
  except as follows:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | I do not hold a position as director, officer,
  partner, or any other official position in any business or professional
  enterprise, except as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3. | I am not engaged in any outside employment,
  including self-employment, except as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4. | Neither I, nor any member of my immediate family, is
  engaged in any activity, which may reasonably be deemed in conflict with this
  Code of Ethics except as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

|                                 |  |     
|-------------------------------- |  | ----
|                                 |  |     
|Employee Signature               |  | Date
|                                 |  |     
|                                 |  |     
|Employee Name (Typed or Printed) |  |     

This
form must be signed and returned to the Human Resource Department.

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|                               
|-------------------------------
|Centrue
  Financial Corporation
|Code of
  Ethics               
|                               

Conflicts
of Interest: Investment Officer Code of Conduct Statement

Based
on instructions I have received from the board of directors, I understand that
I am prohibited from buying securities for my own account using dealers through
which I buy securities for the Companys account.

I also
understand that I may not accept gifts, entertainment, free travel, etc., from
a securities dealer or employees of a securities firm, directly or indirectly.
If I am ever offered a bribe or approached with a deal that would benefit me
personally, I will immediately report the circumstances of the offer to the
President and Chief Executive Officer and the chairperson of the board, and I
will immediately stop placing investment orders through that firm.

A
signed copy of this statement will be forwarded to each of the securities firms
with which the Company deals so that the salespeople of the firm will be
explicitly on notice that I am not to be approached with gifts, gratuities, or
unethical deals.

|                                             |  |     
|-------------------------------------------- |  | ----
|                                             |  |     
|Investment
  Officer Signature               |  | Date
|                                             |  |     
|                                             |  |     
|Investment
  Officer Name (Typed or Printed) |  |     

This form must be signed and returned
to the Human Resource Department.

Approved by the Board of Directors February 8, 2008

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