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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For
the transition period from  to
 Commission File Number 1-15025
 CENTRUE FINANCIAL CORPORATION
  Delaware
    
    36-3846489(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)
 303 Fountains Parkway, Fairview Heights, Illinois
    
    62208(Address of principal executive offices)
    
    (Zip Code)
 (618) 624-1323
  Name of Each ExchangeTitle of Each Class
    
    on which RegisteredCommon Stock, par value $.01 per share
    
    Nasdaq National Market SystemPreferred Share Purchase Rights
    
    Nasdaq National Market System
 NONE
  Yes o
    
    No þ
  Yes o
    
    No þ
  þ o
 o
  o o þ
  Yes o
    
    No þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



CENTRUE FINANCIAL CORPORATION
   Page NumberPART IItem 1. Business
    
    
    3Item 1A.Risk Factors
    
    
    14Item 1B.Unresolved Staff Comments
    
    
    19Item 2. Properties
    
    
    20Item 3. Legal Proceedings
    
    
    21Item 4. Submission of Matters to a Vote of Security Holders
    
    
    21PART IIItem 5. Market for the Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
    
    
    21Item 6. Selected Financial Data
    
    
    22Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    22Item 7A.Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 8. Financial Statements and Supplementary Data
    
    
    22Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure
    
    
    22Item 9A.Controls and Procedures
    
    
    23Item 9B.Other Information
    
    
    23PART IIIItem 10. Directors and Executive Officers of the Registrant
    
    
    23Item 11. Executive Compensation
    
    
    25Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    25Item 13. Certain Relationships and Related Transactions
    
    
    26Item 14. Principal Accountant Fees and Services
    
    
    26PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    27Form 10-K Signature Page
    
    
    30Subsidiaries of the RegistrantConsent of Independent Registered Public Accounting FirmCertification of CEO Pursuant to Rule 13a-14(a)/15d-14(a)Certification of PFO Pursuant to Rule 13a-14(a)/15d-14(a)Certification of CEO Pursuant to 18 U.S.C. Section 1350Certification of PFO Pursuant to 18 U.S.C. Section 1350
  2




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PART I
 
 Item 1. Business
 THE COMPANY
 General
    3




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Competition
    4




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Capital Management
   Employees
  5




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Code of Ethics
  Internet Website
  SUPERVISION AND REGULATION
 General
   6




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The Company
 General.
 Acquisitions, Activities and Change in Control.
  7




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Capital Requirements.
  i.e.
 Dividend Payments. .
 8




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Federal Securities Regulation.
 The Bank
 General.
 Deposit Insurance.
  FICO Assessments.
 Supervisory Assessments.
 9




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Capital Requirements.
     10




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Dividend Payments.
  Insider Transactions.
 Safety and Soundness Standards.
  11




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Branching Authority.
  State Bank Investments and Activities.
 Federal Reserve System.
 Recent Regulatory Developments
   12




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13




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Item 1A. Risk Factors
  Our business is concentrated in and dependent upon the continued growth and welfare of central and
southern Illinois, as well as metropolitan St. Louis.
  We may experience difficulties in managing our growth and our growth strategy involves risks that
may negatively impact our net income.
  
    
    potential exposure to unknown or contingent liabilities of banks and businesses we
acquire;
    
    exposure to potential asset quality issues of the acquired bank or related business;
    
    difficulty and expense of integrating the operations and personnel of banks and
businesses we acquire;
    
    potential liability exposure to unknown or undisclosed violations of laws, rules or
regulations which could ultimately result in fines or civil monetary penalties;
    
    potential disruption to our business;
    
    potential diversion of our managements time and attention; and
    
    the possible loss of key employees and customers of the banks and businesses we
acquire.
  14




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We face intense competition in all phases of our business from other banks and financial
institutions.
  Interest rates and other conditions impact our results of operations.
  We must effectively manage our credit risk.
  15




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Our loan portfolio has a large concentration of residential and commercial real estate loans, which
involve risks specific to real estate value.
   Our commercial construction loans are based upon estimates of costs and value associated with the
complete project as well as estimates for either the ultimate sales or lease-up of the project.
These estimates may be inaccurate and we may be exposed to more losses on these projects than on
other loans.
  16




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Our allowance for loan losses may prove to be insufficient to absorb potential losses in our loan
portfolio.
  Our continued pace of growth may require us to raise additional capital in the future, but that
capital may not be available when it is needed.
  Our community banking strategy relies heavily on our management team, and the unexpected loss of
key managers may adversely affect our operations.
  17




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Government regulation can result in limitations on our operations.
  We have a continuing need for technological change and we may not have the resources to effectively
implement new technology.
  There is a limited trading market for our common shares, and you may not be able to resell your
shares at or above the price stockholders paid for them.
  18




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System failure or breaches of our network security could subject us to increased operating costs as
well as litigation and other liabilities.
  We are subject to certain operational risks, including, but not limited to, customer or employee
fraud and data processing system failures and errors.
   
 Item 1B. Unresolved Staff Comments
  19




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Item 2. Properties
  Year
    
    Owned
    
    Lease
    
    NetLocation
    
    Opened (1)
    
    or Leased
    
    Expiration Date
    
    Book Value(In thousands)Main Office
310 S. Schuyler Avenue
Kankakee, Illinois
    
    1958
    
    Owned
    
    N/A
    
    $
    2,137Full Service Branches
Main Street and U.S. 45
Ashkum, Illinois
    
    1977
    
    Owned
    
    N/A
    
    
    13101 S. Page Street
Aviston, Illinois
    
    2003
    
    Owned
    
    N/A
    
    
    1,136680 S. Main Street
Bourbonnais, Illinois
    
    1974
    
    Owned
    
    N/A
    
    
    306980 N. Kinzie Avenue
Bradley, Illinois
    
    1998
    
    Owned
    
    N/A
    
    
    2,761180 N. Front Street
Braidwood, Illinois
    
    1998
    
    Leased
    
    July 24, 2010
    
    
    191001 S. Neil Street
Champaign, Illinois
    
    1992
    
    Owned
    
    N/A
    
    
    636100 S. Broadway
Coal City, Illinois
    
    1998
    
    Leased
    
    July 24, 2010
    
    
    20660 S. Broadway
Coal City, Illinois
    
    1998
    
    Owned
    
    N/A
    
    
    8171275 E. Division Street
Diamond, Illinois
    
    1998
    
    Owned
    
    N/A
    
    
    326317 W. Waupansie Street
Dwight, Illinois
    
    2003
    
    Leased
    
    November 30, 2009
    
    
    4302 W. Mazon Avenue
Dwight, Illinois
    
    1987
    
    Owned
    
    N/A
    
    
    3161300 N. Keller Dive
Effingham, Illinois
    
    2005
    
    Owned
    
    N/A
    
    
    2,204303 Fountains Parkway
Fairview Heights, Illinois
    
    2005
    
    Owned
    
    N/A
    
    
    5,493654 N. Park Road
Herscher, Illinois
    
    1998
    
    Owned
    
    N/A
    
    
    505310 Section Line Road
Manteno, Illinois
    
    1975
    
    Owned
    
    N/A
    
    
    37229 N. Dixie Highway
Momence, Illinois
    
    2004
    
    Owned
    
    N/A
    
    
    379122 Gladiolus
Ave 
Momence, Illinois
    
    2004
    
    Owned
    
    N/A
 20




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Year
    
    Owned
    
    Lease
    
    NetLocation
    
    Opened (1)
    
    or Leased
    
    Expiration Date
    
    Book Value(In thousands)18001 Main Street
St. Rose, Illinois
    
    2003
    
    Owned
    
    N/A
    
    
    571708 S. Philo Road

    
    1998
    
    Owned
    
    N/A
    
    
    657Urbana, IllinoisLoan Production Office
24001 West Lockport Suite A
Plainfield, Illinois
    
    2005
    
    Leased
    
    September 30, 2011 (2)
    
    
    9$
    18,167
 
 (1)
    
    Year opened refers to the year in which the current facility opened or was acquired.(2)
    
    The Company has the option to cancel this lease on September 30, 2008. 
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
  Total Number ofSharesPurchased as
    
    
    Maximum NumberPart of Publicly
    
    
    of Shares that MayAnnounced
    
    
    Yet Be PurchasedTotal Number of
    
    
    Average Price Paid
    
    
    Plans or
    
    
    Under the Plans orPeriod
    
    Shares Purchased
    
    
    per Share
    
    
    Programs
    
    
    ProgramsOctober 1 - October 31, 2005
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    369,298November 1 - November 30, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    369,298December 1 - December 31, 2005
    
    
    102,000
    
    
    
    27.20
    
    
    
    102,000
    
    
    
    267,298Total
    
    
    102,000
    
    
    $
    27.20
    
    
    
    102,000
    
    
    
    267,298
 
 (1)
    
    The Company announced its original stock repurchase program on October 21, 2004,
which authorizes the Company to purchase up to 20% of the shares outstanding, or 484,663.
The plan which 21




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would have expired on December 31, 2005, was extended through December 31,
2006. The Company purchased all of the shares listed above on the open market and under the repurchase
program.Page 64 of the 2005 Annual Report to Stockholders is incorporated by reference. 
 Item 6. Selected Financial Data
  
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  22




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Item 9A. Controls and Procedures
 Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  
 Item 9B. Other Information
  
 PART III
 
 Item 10. Directors and Executive Officers of the Registrant
  Executive Officers Who are Not Directors
   23




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24




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Compliance with Section 16(a) of the Exchange Act
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
   (a)
    
    the number of securities to be issued upon the exercise of outstanding
options, warrants and rights;(b)
    
    the weighted-average exercise price of such outstanding options, warrants and rights;(c)
    
    other than securities to be issued upon the exercise of such
outstanding options, warrants and rights, the number of securities
remaining available for future issuance under the plans.
 25




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EQUITY COMPENSATION PLAN INFORMATIONNumber of securities to be
    
    
    
    Number of securitiesissued upon exercise of
    
    Weighted-average exercise
    
    remaining available for futurePlan category
    
    outstanding options
    
    price of outstanding options
    
    issuanceEquity compensation
plans approved by
security holders
    
    218,800
    
    $21.64
    
    119,100Equity compensation
plans not approved
by security holders
    

5,000(1)
    
    $18.58
    
    Total
    
    223,800
    
    $21.57
    
    119,100
 (1)
    
    Includes a customary grant of options to purchase 5,000 shares to an incoming director
and was made in connection with the grant to Mr. Griffith upon his joining the board in
December, 2002.
 
 Item 13. Certain Relationships and Related Transactions
  
 Item 14. Principal Accountant Fees and Services
  26




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PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 (a)(1) Consolidated Financial Statements
  Pages inAnnual Report Section
    
    Annual ReportSelected Financial Data
    
    
    4Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    5-29Report of Independent Registered Public Accounting Firm
    
    
    30Consolidated Balance Sheets
    
    
    31Consolidated Statements of Income
    
    
    32Consolidated Statements of Stockholders Equity
    
    
    33Consolidated Statements of Cash Flows
    
    
    34-36Notes to Consolidated Financial Statements
    
    
    37-62Quarterly Financial Information
    
    
    62
  (a)(2) Financial Statement Schedules
  27




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(a)(3) Exhibits
 Reference to PriorFiling or ExhibitRegulation S-K
    
    
    
    Number AttachedExhibit Number
    
    Document
    
    Hereto3.1
    
    Articles of Incorporation
    
    (11)3.2
    
    Bylaws
    
    (1)4.1
    
    Form of Rights Agreement
    
    (4)10.1
    
    1992 Stock Option Plan
    
    (2)10.2
    
    Centrue Financial Corporation 2003 Stock Incentive Plan
    
    (2)10.3
    
    Centrue Bank 401(k) Savings Plan
    
    (1)10.4
    
    Employment Agreement between the Company and Thomas A. Daiber
    
    (3)10.5
    
    Employment Agreement between the Bank and William R. Britt
    
    (5)10.6
    
    Employment Agreement between the Bank and Michael A. OGorman
    
    (6)10.7
    
    Employment Agreement between the Bank and Carol S. Hoekstra
    
    (7)10.8
    
    Employment Agreement between the Bank and Ricky R. Parks
    
    (8)10.9
    
    Indenture dated April 10, 2002,
between the Company and Wilmington Trust Company
    
    (9)10.10
    
    Indenture dated April 22, 2004,
between the Company and U.S. Bank, N.A.
    
    (9)13.1
    
    2005 Annual Report to Stockholders
    
    (10)21.1
    
    Subsidiaries of the Registrant
    
    21.123.1
    
    Consent of Independent Registered Public Accounting Firm
    
    23.131.1
    
    Certification of Chief Executive
Officer Pursuant to Rule 13a-14(a)/15d-14(a)
    
    31.1
 28




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Reference to PriorFiling or ExhibitRegulation S-K
    
    
    
    Number AttachedExhibit Number
    
    Document
    
    Hereto31.2
    
    Certification of Principal
Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)
    
    31.232.1
    
    Certification of Chief Executive
Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
    
    32.132.2
    
    Certification of Principal
Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
    32.2
 
 (1)
    
    Filed on September 11, 1992, as exhibits to the Registrants Registration Statement No.
33-51950 on Form S-1. Such previously filed documents are hereby incorporated herein by
reference in accordance with Item 601 of Regulation S-K.(2)
    
    Filed on May 1, 2003, as exhibits to the Registrants Annual Report on Form 10-K. Such
previously filed documents are hereby incorporated herein by reference in accordance with Item
601 of Regulation S-K.(3)
    
    Filed on June 27, 2003, as an exhibit to the Registrants Registration Statement on Form S-4.
Such previously filed documents are hereby incorporated herein by reference in accordance
with Item 601 of Regulation S-K.(4)
    
    Filed on May 21, 1999, as an exhibit to the Registrants Form 8-K. Such previously filed
document is hereby incorporated herein by reference in accordance with Item 601 of Regulation
S-K.(5)
    
    Filed on July 18, 2005, as an exhibit to the Registrants Form 8-K. Such previously filed
documents are hereby incorporated herein by reference in accordance with Item 601 of
Regulation S-K.(6)
    
    Filed on September 8, 2005, as an exhibit to the Registrants Form 8-K. Such previously
filed documents are hereby incorporated herein by reference in accordance with Item 601 of
Regulation S-K.(7)
    
    Filed on January 26, 2006, as an exhibit to the Registrants Form 8-K. Such previously filed
documents are hereby incorporated herein by reference in accordance with Item 601 of
Regulation S-K.(8)
    
    Filed on September 8, 2005, as an exhibit to the Registrants Form 8-K. Such previously
filed documents are hereby incorporated herein by reference in accordance with Item 601 of
Regulation S-K.(9)
    
    Filed on March 25, 2005, as exhibits to the Registrants Annual Report on Form 10-K. Such
previously filed documents are hereby incorporated herein by reference in accordance with Item
601 of Regulation S-K.(10)
    
    Filed on March 23, 2006, as an Annual Report to Shareholders. Such previously filed
documents are hereby incorporated herin by reference in accordance with Item 601 of Regulation
S-K(11)
    
    Filed on March 30, 2004, as an exhibit to the Registrants Annual Report on Form 10K. Such
previously filed documents are hereby incorporated herein by reference in accordance with Item
601 of Regulation S-K 29




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SIGNATURES
  CENTRUE FINANCIAL CORPORATIONDate: March 23, 2006
    
    By:
    
    /s/ Thomas A. DaiberThomas A. Daiber,Chief Executive Officer and PresidentBy:
    
    /s/ John A. BettsJohn A. BettsCorporate Controller and Interim Principal FinancialOfficer and Accounting Officer
 30




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/s/ Michael A. Griffith
    
    3-23-06
    
    Chairman of the BoardMichael A. Griffith
    
    Date/s/ Michael J. Hejna
    
    3-23-06
    
    DirectorMichael J. Hejna
    
    Date/s/ Wesley E. Walker
    
    3-23-06
    
    DirectorWesley E. Walker
    
    Date/s/ Thomas A. Daiber
    
    3-23-06
    
    President, Chief Executive Officer andThomas A. Daiber
    
    Date
    
    Director/s/ Mark L. Smith
    
    3-23-06
    
    DirectorMark L. Smith
    
    Date
 31




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(a)(3) Exhibits
 Reference to PriorFiling or ExhibitRegulation S-K
    
    
    
    Number AttachedExhibit Number
    
    Document
    
    Hereto3.1
    
    Articles of Incorporation
    
    (11)3.2
    
    Bylaws
    
    (1)4.1
    
    Form of Rights Agreement
    
    (4)10.1
    
    1992 Stock Option Plan
    
    (2)10.2
    
    Centrue Financial Corporation 2003
Stock Incentive Plan
    
    (2)10.3
    
    Centrue Bank 401(k) Saving Plan
    
    (1)10.4
    
    Employment Agreement between the Company and Thomas A. Daiber
    
    (3)10.5
    
    Employment Agreement between the Bank and William R. Britt
    
    (5)10.6
    
    Employment Agreement between the Bank and Michael A. OGorman
    
    (6)10.7
    
    Employment Agreement between the Bank and Carol S. Hoekstra
    
    (7)10.8
    
    Employment Agreement between the Bank and Ricky R. Parks
    
    (8)10.9
    
    Indenture dated April 10, 2002,
between the Company and Wilmington Trust Company
    
    (9)10.10
    
    Indenture dated April 22, 2004,
between the Company and U.S. Bank, N.A.
    
    (9)13.1
    
    2005 Annual Report to Stockholders
    
    (10)21.1
    
    Subsidiaries of the Registrant
    
    21.123.1
    
    Consent of Independent Registered Public Accounting Firm
    
    23.131.1
    
    Certification of Chief Executive
Officer Pursuant to Rule 13a-14(a)/15d-14(a)
    
    31.1
 32




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Reference to PriorFiling or ExhibitRegulation S-K
    
    
    
    Number AttachedExhibit Number
    
    Document
    
    Hereto31.2
    
    Certification of Principal
Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)
    
    31.232.1
    
    Certification of Chief Executive
Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
    
    32.132.2
    
    Certification of Principal
Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
    32.2
 
 (1)
    
    Filed on September 11, 1992, as exhibits to the Registrants Registration Statement No.
33-51950 on Form S-1. Such previously filed documents are hereby incorporated herein by
reference in accordance with Item 601 of Regulation S-K.(2)
    
    Filed on May 1, 2003, as exhibits to the Registrants Annual Report on Form 10-K. Such
previously filed documents are hereby incorporated herein by reference in accordance with Item
601 of Regulation S-K.(3)
    
    Filed on June 27, 2003, as an exhibit to the
Registrants Registration Statement on Form S-4. Such
previously filed documents are hereby incorporated herein by reference in accordance with Item
601 of Regulation S-K.(4)
    
    Filed on May 21, 1999, as an exhibit to the Registrants Form 8-K. Such previously filed
document is hereby incorporated herein by reference in accordance with Item 601 of Regulation
S-K.(5)
    
    Filed on July 18, 2005, as an exhibit to the Registrants Form 8-K. Such previously filed
documents are hereby incorporated herein by reference in accordance with Item 601 of
Regulation S-K.(6)
    
    Filed on September 8, 2005, as an exhibit to the Registrants Form 8-K. Such previously
filed documents are hereby incorporated herein by reference in accordance with Item 601 of
Regulation S-K.(7)
    
    Filed on January 26, 2006, as an exhibit to the Registrants Form 8-K. Such previously filed
documents are hereby incorporated herein by reference in accordance with Item 601 of
Regulation S-K.(8)
    
    Filed on September 8, 2005, as an exhibit to the Registrants Form 8-K. Such previously
filed documents are hereby incorporated herein by reference in accordance with Item 601 of
Regulation S-K.(9)
    
    Filed on March 25, 2005, as exhibits to the Registrants Annual Report on Form 10-K. Such
previously filed documents are hereby incorporated herein by reference in accordance with Item
601 of Regulation S-K.(10)
    
    Filed on March 23, 2006, as an Annual Report to Shareholders. Such previously filed
documents are hereby incorporated herin by reference in accordance with Item 601 of Regulation
S-K(11)
    
    Filed on March 30, 2004, as an exhibit to the Registrants Annual Report on Form 10K. Such
previously filed documents are hereby incorporated herein by reference in accordance with Item
601 of Regulation S-K 33