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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
  OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  Commission File Number 1-15025 CENTRUE FINANCIAL CORPORATION  Delaware
(State or other jurisdiction of
incorporation or organization)
    
    36-3846489
(I.R.S. Employer
Identification Number)310 S. Schuyler Avenue, Kankakee, Illinois
(Address of principal executive offices)
    
    60901
(Zip Code)
 Registrants telephone number, including area code: (815) 937-4440 Securities Registered Pursuant to Section 12(b) of the Act: NONE
 Securities Registered Pursuant to Section 12(g) of the Act:Common Stock, par value $.01 per share
Preferred Share Purchase Rights
(Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months
(or for such shorter period that the Registrant was required to file such reports), and (2) has
been subject to such requirements for the past 90 days. þ o
 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.o Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Act). YES o NO
þ The aggregate market value of the voting and non-voting common equity held by non-affiliates
of the registrant, based on the last sales price ($27.71) on the American Stock Exchange on June
30, 2004, the last business day of the registrants most recently completed second fiscal quarter,
was approximately $65,486,358. As of March 4, 2005, the Registrant had issued and outstanding 2,377,501 shares of the
Registrants common stock. DOCUMENTS INCORPORATED BY REFERENCE PARTS II and IV of Form 10-KPortions of the 2004 Annual Report to Stockholders.




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CENTRUE FINANCIAL CORPORATION 2004 ANNUAL REPORT ON FORM 10-K Table of Contents Page NumberPART IItem 1. Business
    
    
    4Item 2. Properties
    
    
    16Item 3. Legal Proceedings
    
    
    17Item 4. Submission of Matters to a Vote of Security Holders
    
    
    17PART IIItem 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    17Item 6. Selected Financial Data
    
    
    17Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    18Item 8. Financial Statements and Supplementary Data
    
    
    18Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    18Item 9A. Controls and Procedures
    
    
    18Item 9B. Other Information
    
    
    18PART IIIItem 10. Directors and Executive Officers of the Registrant
    
    
    18Item 11. Executive Compensation
    
    
    20Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    20Item 13. Certain Relationships and Related Transactions
    
    
    21Item 14. Principal Accountant Fees and Services
    
    
    21PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    22Form 10-K Signature Page
    
    
    25Director Fee ScheduleSubsidiariesConsent of Independent Registered Public Accounting FirmCertification of Chief Executive OfficerCertification of Chief Financial OfficerCertification of Corporate ControllerCertification of Chief Executive OfficerCertification of Chief Financial OfficerCertification of Corporate Controller
  2




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PART I 
 Item 1. Business THE COMPANY General Centrue Financial Corporation, a Delaware corporation (the Company), is a financial holding
company registered under the Bank Holding Company Act of 1956, as amended (the BHCA). The
Companys primary business activity is acting as the holding company for Centrue Bank, a state
chartered commercial bank (the Bank). The Bank has one subsidiary, Centrue Service Corp., and its
wholly-owned subsidiary, Centrue Insurance Agency, Inc., which engage in the business of providing
securities brokerage services and insurance and annuity products to its customers. All references
to Centrue Service Corp. include Centrue Insurance Agency, Inc., unless clearly indicated
otherwise. At December 31, 2004, the Company had consolidated assets of $611.9 million, deposits
of $495.8 million and stockholders equity of $43.2 million. The Companys focus is to serve retail customers and small businesses in central Illinois,
southern Illinois, western Indiana and metropolitan St. Louis, Missouri with a wide array of
financial services. The Company is principally engaged in originating commercial business,
commercial real estate, mortgage, consumer, multi-family, and construction loans, and attracting
deposits from the general public. The Company also offers debit card services, online banking and
bill payment services and, on an agency basis through Centrue Service Corp. and a relationship with
a third party, securities brokerage services and insurance and annuity products to the Companys
customers. The Bank is the Companys only financial institution subsidiary and was initially chartered as
an Illinois state savings and loan association in 1885. The Bank converted to a federally
chartered savings and loan association in 1937 and changed its name to Kankakee Federal Savings
Bank in connection with its conversion to stock form in 1992. The Bank changed its name to KFS
Bank, F.S.B., as of December 1, 2002. Upon the acquisition of Aviston Financial Corporation
(Aviston Financial) in October 2003, the Bank merged into the State Bank of Aviston, became a
state chartered commercial bank and changed its name to Centrue Bank. All references to the
Company include the Bank and its subsidiaries unless clearly indicated otherwise. In February 2003, the Company sold its Hoopeston, Illinois branch with assets of approximately
$19 million. On October 9, 2003, the Company acquired Aviston Financial. At the time of the
acquisition, Aviston Financial had approximately $98 million in total assets. Subsequent to the
acquisition, the remaining corporation changed its name to Centrue Financial Corporation. On
October 30, 2003, the Company effected a 2 for 1 stock split in the form of a dividend to
stockholders of record as of October 20, 2003. All references to share prices in this document are
adjusted for the split. On March 5, 2004, the Company acquired Parish Bank and Trust Company in
Momence, Illinois, a community bank with approximately $21 million in total assets. The Company
continues to explore opportunities to expand its banking markets through mergers and acquisitions,
as well as branching opportunities. 3




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In 2003 and 2004, management has been restructured to fulfill the Companys service goals,
while increasing its growth objectives and profitability goals. Previously, the Companys
operations and decision making activities were primarily conducted at the Companys headquarters in
Kankakee. Management has been reorganized based upon four geographic regions, each led by its own
regional president and management team. Each regional president has responsibility for staffing,
loans, deposits and pricing in his or her respective region. Certain operational and decision
making activities have been transferred to the regional level in order to improve efficiency,
competitiveness and overall customer service. Centralized operations, including accounting and
information technology remain at the Companys headquarters in Kankakee. Management also revised
its employee compensation system to more accurately tie employee compensation to both individual
and financial performance. Management believes this organizational structure and revised
compensation structure has allowed the Company to maintain its community focus, and improve
customer service and efficiency, while growing the Companys asset base. The executive offices of the Company are located at 310 S. Schuyler Avenue, Kankakee, Illinois
60901 and its telephone number at that address is (815) 937-4440. Recent Developments On December 31, 2004, the Company signed a definitive agreement to acquire Illinois Community
Bancorp, Inc., a bank holding company in Effingham, Illinois with approximately $33 million in
total assets. The proposed acquisition is subject to regulatory approval and the approval of
Illinois Community Bancorps stockholders. The acquisition is expected to be completed in the
second quarter of 2005. Beginning on February 25, 2005, the Companys common stock is listed on the Nasdaq National
Market System under the symbol TRUE. Prior to February 25, 2005, it was traded on the American
Stock Exchange under the symbol CFF. Lending Activities General. The Bank provides a broad range of commercial and retail lending services to
corporations, partnerships, individuals and government agencies. The Bank actively markets their
services to qualified borrowers. Lending officers actively solicit the business of new borrowers
entering the Companys market areas as well as long-standing members of the local business
community. The Bank has established lending policies which include a number of underwriting
factors to be considered in making a loan, including location, loan to value ratio, cash flow,
interest rate and the credit history of the borrower. The Banks loan portfolio is comprised
primarily of loans in the areas of residential real estate, commercial real estate, construction,
general commercial and consumer lending. As of December 31, 2004, residential mortgages made up
approximately 41.1% of its loan portfolio, commercial real estate loans comprised approximately
23.8%, construction and development lending comprised 7.3%, general commercial loans comprised
14.3% and consumer lending comprised 9.95%. Residential Real Estate Loans. A majority of the residential mortgage loans that the Bank 4




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originates and retains are in the form of 15 and 30 year variable rate loans. The Bank also
originates many 15 to 30 year fixed rate residential mortgages, which the Bank may sell to outside
investors while retaining the servicing of these loans. The Bank retains the servicing of almost
all of the residential mortgages that it originates. Management believes that the retention of
mortgage servicing provides the Company, on a consolidated basis, with a relatively steady source
of fee income as compared to fees generated solely from mortgage origination operations. Moreover,
the retention of such servicing rights allows the Bank to continue to have regular contact with
mortgage customers and solidifies the Companys involvement with the communities it serves. Commercial Real Estate Loans. A large portion of the loan portfolio is comprised of
commercial real estate loans. The primary repayment risk for a commercial real estate loan is the
failure of the business due to economic events or governmental regulations outside of the control
of the borrower or lender that negatively impact the future cash flow and market values of the
affected properties. In most cases, the Bank has collateralized these loans and/or taken personal
guarantees to help assure repayment. The commercial real estate loans are primarily made based on
the identified cash flow of the borrower and secondarily on the underlying real estate acting as
collateral. Credit support provided by the borrower for most of these loans and the probability of
repayment is based on the liquidation of the real estate and enforcement of a personal guarantee,
if any exists. Construction Loans.The Bank originates loans to finance the construction of residential
properties located in the Companys market area. The Bank uses underwriting and construction loan
guidelines for financing where reputable contractors are involved. Construction loans are
structured either to be converted to permanent loans at the end of the construction phase or to be
paid off upon receiving financing from another financial institution. Construction loans are based
on the appraised value of the property, as determined by an independent appraiser, and an analysis
of the potential marketability and profitability of the project. Construction loans generally have
terms of up to 18 months, with extensions as needed. The Bank disburses loan proceeds in
increments as construction progresses and as inspections warrant. Construction loans afford the Bank the opportunity to increase the interest rate sensitivity
of their loan portfolio and to receive yields higher than those obtainable on ARM loans secured by
existing residential properties. These higher yields correspond to the higher risks associated
with construction lending. Construction development loans involve additional risks attributable to the fact that loan
funds are advanced upon the security of the project under construction, which is of uncertain value
prior to its completion. Due to the uncertainties inherent in estimating construction costs as

well as the market value of the completed project and the effects of governmental regulation of
real property, it is relatively difficult to evaluate accurately the total funds required to
complete a project and the related loan-to-value ratio. As a result of the foregoing, construction
lending often involves the disbursement of substantial funds with repayment dependent, in part, on
the success of the ultimate project rather than the ability of the borrower or guarantor to repay
principal and interest. If the Bank is forced to foreclose on a project prior to or at completion
due to a default, there can be no assurance that the Bank will be able to recover all of the unpaid
balance of, and accrued interest on, the loan as well as related foreclosure and holding costs. In
addition, the Bank may be required to fund 5




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additional amounts to complete the project and may have
to hold the property for an unspecified period of time. The Bank has attempted to address these
risks through its underwriting procedures and by limiting the amount of construction development
lending. Commercial Loans. As noted above, the Bank is an active commercial lender. The areas of
emphasis include loans to wholesalers, manufacturers, building contractors, developers, business
services companies and retailers. The Bank provides a wide range of business loans, including
lines of credit for working capital and operational purposes and term loans for the acquisition of
equipment and other purposes. Collateral for these loans generally includes accounts receivable,
inventory, equipment and real estate. In addition, the Bank may take personal guarantees to help
assure repayment. Loans may be made on an unsecured basis if warranted by the overall financial
condition of the borrower. Terms of commercial business loans generally range from one to seven
years. A significant portion of the commercial business loans has floating interest rates or
reprice within one year. Consumer Loans. The Bank also provides all types of consumer loans including motor vehicle,
home improvement, home equity, student loans, credit cards, signature loans and small personal
credit lines. Consumer loans typically have shorter terms and lower balances with higher yields as
compared to the Banks other loans, but generally carry higher risks of default. Consumer loan
collections are dependent on the borrowers continuing financial stability, and thus are more
likely to be affected by adverse personal circumstances. Competition The Banks main office is located at 310 S. Schuyler Avenue, Kankakee, Illinois. The Bank
also has eighteen additional locations in the communities of Ashkum, Aviston, Bourbonnais, Bradley,
Braidwood, Champaign, Coal City (2), Diamond, Dwight (2), Fairview Heights, Herscher,
Manteno, Momence (2), St. Rose, and Urbana. The Companys market areas include central Illinois,
southern Illinois, western Indiana and metropolitan St. Louis, Missouri. The Company faces competition both in originating loans and in attracting deposits.
Competition in originating loans comes primarily from other commercial banks, savings institutions,
credit unions and mortgage bankers located in the Companys primary market areas. The Company
competes for loans principally on the basis of the interest rates and loan fees it charges, the
types of loans it originates and the quality of services it provides to borrowers. The Company faces substantial competition in attracting deposits from other commercial banks,
savings institutions, securities firms, money market and mutual funds, credit unions, insurance
companies and other investment vehicles. The ability of the Company to attract and retain deposits
depends on its ability to provide an investment opportunity that satisfies the requirements of
investors as to rate of return, liquidity, risk, convenient locations and other factors. The
Company competes for these deposits by offering a variety of deposit accounts at competitive rates
and delivery of services through locations with convenient business hours and with a staff focused
on serving the customer. 6




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Under the Gramm-Leach-Bliley Act, which became effective in 2000, securities firms and
insurance companies that elect to become financial holding companies may acquire banks and other
financial institutions. Although the Company has seen no significant impact from it, the
Gramm-Leach-Bliley Act has the potential to significantly change the competitive environment in
which the Company and the Bank conduct business. The financial services industry is also likely to
become more competitive as further technological advances enable more companies to provide
financial services. These technological advances may diminish the importance of depository
institutions and other financial intermediaries in the transfer of funds between parties. Employees As of December 31, 2004, the Company had 147 full-time employees and 47 part-time employees.
None of the Companys employees are represented by any collective bargaining group. The Company
offers a variety of employee benefits and management considers its relations with its employees to
be good. Code of Ethics The Company has a code of conduct in place that applies to all of its directors and employees.
The code sets forth the standard of ethics that it expects all directors and employees to follow,
including the Chief Executive Officer and Chief Financial Officer. The code of conduct is posted on
the Companys website at www.centrue.com. The Company intends to satisfy the disclosure
requirements under Item 5.05 of Form 8-K regarding any amendment to or waiver of the code with
respect to its Chief Executive Officer and Chief Financial Officer, and persons performing similar
functions, by posting such information on the Companys website. Internet Website The
Company maintains a website with the address www.centrue.com. The information contained
on our website is not included as a part of, or incorporated by reference into, this Annual Report
on Form 10-K. The Company makes available free of charge through its website the Annual Report on
Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to these
reports, as soon as reasonably practical after it has electronically filed such material with, or
furnished such material to, the Securities and Exchange Commission. 7




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SUPERVISION AND REGULATION Recent Regulatory Developments On March 1, 2005, the Board of Governors of the Federal Reserve System issued a final rule
regarding the continued inclusion of trust preferred securities in the Tier 1 capital of bank
holding companies, subject to stricter standards. As a result of the final rule, the Federal
Reserve will limit the aggregate amount of a bank holding companys cumulative perpetual preferred
stock, trust preferred securities and other minority interests to 25% of a companys core capital
elements, net of goodwill. Regulations in place at the time that the Company placed its currently
outstanding trust preferred securities did not require the deduction of goodwill. The rule also
provides that amounts of qualifying trust preferred securities and certain minority interests in
excess of the 25% limit may be included in Tier 2 capital but will be limited, together with
subordinated debt and limited-life preferred stock, to 50% of Tier 1 capital. The final rule
provides a five-year transition period for bank holding companies to meet these quantitative
limitations. While management does not anticipate that this final rule will have an impact on the
Company when the five-year transition period expires, it is not possible to predict the ultimate
impact of this rule on the Company. General Financial institutions, their holding companies and their affiliates are extensively regulated
under federal and state law. As a result, the growth and earnings performance of the Company may
be affected not only by management decisions and general economic conditions, but also by the
requirements of federal and state statutes and by the regulations and policies of various bank
regulatory authorities, including the Illinois Department of Financial and Professional Regulation
(the DFPR), the Board of Governors of the Federal Reserve System (the Federal Reserve) and the
Federal Deposit Insurance Corporation (the FDIC). Furthermore, taxation laws administered by the
Internal Revenue Service and state taxing authorities and securities laws administered by the
Securities and Exchange Commission (the SEC) and state securities authorities have an impact on
the business of the Company. The effect of these statutes, regulations and regulatory policies may
be significant, and cannot be predicted with a high degree of certainty. Federal and state laws and regulations generally applicable to financial institutions
regulate, among other things, the scope of business, the kinds and amounts of investments, reserve
requirements, capital levels relative to operations, the nature and amount of collateral for loans,
the establishment of branches, mergers and consolidations and the payment of dividends. This system
of supervision and regulation establishes a comprehensive framework for the respective operations
of the Company and its subsidiaries and is intended primarily for the protection of the
FDIC-insured deposits and depositors of the Bank, rather than shareholders. The following is a summary of the material elements of the regulatory framework that applies
to the Company and its subsidiaries. It does not describe all of the statutes, regulations and
regulatory policies that apply, nor does it restate all of the requirements of those that are
described. As such, the following is qualified in its entirety by reference to applicable law. Any
change in statutes, regulations or regulatory policies may have a material effect on the business
of the Company and its subsidiaries. 8




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The Company General.The Company, as the sole shareholder of the Bank, is a bank holding company. As a
bank holding company, the Company is registered with, and is subject to regulation by, the BHCA. In
accordance with Federal Reserve policy, the Company is expected to act as a source of financial
strength to the Bank and to commit resources to support the Bank in circumstances where the Company
might not otherwise do so. Under the BHCA, the Company is subject to periodic examination by the
Federal Reserve. The Company is also required to file with the Federal Reserve periodic reports of
the Companys operations and such additional information regarding the Company and its subsidiaries
as the Federal Reserve may require. Acquisitions, Activities and Change in Control.The primary purpose of a bank holding company
is to control and manage banks. The BHCA generally requires the prior approval of the Federal
Reserve for any merger involving a bank holding company or any acquisition by a bank holding
company of another bank or bank holding company. Subject to certain conditions (including certain
deposit concentration limits established by the BHCA), the Federal Reserve may allow a bank holding
company to acquire banks located in any state of the United States. In approving interstate
acquisitions, the Federal Reserve is required to give effect to applicable state law limitations on
the aggregate amount of deposits that may be held by the acquiring bank holding company and its
insured depository institution affiliates in the state in which the target bank is located
(provided that those limits do not discriminate against out-of-state depository institutions or
their holding companies) and state laws that require that the target bank has been in existence for
a minimum period of time (not to exceed five years) before being acquired by an out-of-state bank
holding company. The BHCA generally prohibits a bank holding company from acquiring direct or indirect
ownership or control of more than 5% of the voting shares of any company that is not a bank and
from engaging in any business other than that of banking, managing and controlling banks or
furnishing services to banks and their subsidiaries. This general prohibition is subject to a
number of exceptions. The principal exception allows bank holding companies to engage in, and to
own shares of companies engaged in, certain businesses found by the Federal Reserve to be so
closely related to banking ... as to be a proper incident thereto. This authority would permit
the Company to engage in a variety of banking-related businesses, including the operation of a
thrift, consumer finance, equipment leasing, the operation of a computer service bureau (including
software development), and mortgage banking and brokerage. The BHCA generally does not place
territorial restrictions on the domestic activities of non-bank subsidiaries of bank holding
companies. Additionally, bank holding companies that meet certain eligibility requirements prescribed by
the BHCA and elect to operate as financial holding companies may engage in, or own shares in
companies engaged in, a wider range of nonbanking activities, including securities and insurance
underwriting and sales, merchant banking and any other activity that the Federal Reserve, in
consultation with the Secretary of the Treasury, determines by regulation or order is financial in
nature, incidental to any such financial activity or complementary to any such financial activity
and does not pose a substantial risk to the safety or soundness of depository institutions or the
financial system generally. The Company has elected (and the Federal Reserve has accepted the
Companys election) to operate as a financial holding company. 9




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Federal law also prohibits any person or company from acquiring control of an FDIC-insured
depository institution or its holding company without prior notice to the appropriate federal bank
regulator. Control is conclusively presumed to exist upon the acquisition of 25% or more of the
outstanding voting securities of a bank or bank holding company, but may arise under certain
circumstances at 10% ownership. Capital Requirements.Bank holding companies are required to maintain minimum levels of
capital in accordance with Federal Reserve capital adequacy guidelines. If capital levels fall
below the minimum required levels, a bank holding company, among other things, may be denied
approval to acquire or establish additional banks or non-bank businesses. The Federal Reserves capital guidelines establish the following minimum regulatory capital
requirements for bank holding companies: (i) a risk-based requirement expressed as a percentage of
total assets weighted according to risk; and (ii) a leverage requirement expressed as a percentage
of total assets. The risk-based requirement consists of a minimum ratio of total capital to total
risk-weighted assets of 8% and a minimum ratio of Tier 1 capital to total risk-weighted assets of
4%. The leverage requirement consists of a minimum ratio of Tier 1 capital to total assets of 3%
for the most highly rated companies, with a minimum requirement of 4% for all others. For purposes
of these capital standards, Tier 1 capital consists primarily of permanent stockholders equity
less intangible assets (other than certain loan servicing rights and purchased credit card
relationships). Total capital consists primarily of Tier 1 capital plus certain other debt and
equity instruments that do not qualify as Tier 1 capital and a portion of the companys allowance
for loan and lease losses. The risk-based and leverage standards described above are minimum requirements. Higher capital
levels will be required if warranted by the particular circumstances or risk profiles of individual
banking organizations. For example, the Federal Reserves capital guidelines contemplate that
additional capital may be required to take adequate account of, among other things, interest rate
risk, or the risks posed by concentrations of credit, non-traditional activities or securities
trading activities. Further, any banking organization experiencing or anticipating significant
growth would be expected to maintain capital ratios, including tangible capital positions (i.e.,
Tier 1 capital less all intangible assets), well above the minimum levels. As of December 31,
2004, the Company had regulatory capital in excess of the Federal Reserves minimum requirements. Dividend Payments.The Companys ability to pay dividends to its shareholders may be affected
by both general corporate law considerations and policies of the Federal Reserve applicable to bank
holding companies.As a Delaware corporation, the Company is subject to the limitations of the
Delaware General Corporation Law (the DGCL), which allow the Company to pay dividends only out of
its surplus (as defined and computed in accordance with the provisions of the DGCL) or if the
Company has no such surplus, out of its net profits for the fiscal year in which the dividend is
declared and/or the preceding fiscal year. Additionally, policies of the Federal Reserve caution
that a bank holding company should not pay cash dividends that exceed its net income or that can
only be funded in ways that weaken the bank holding companys financial health, such as by
borrowing. The Federal Reserve also possesses enforcement powers over bank holding companies and
their non-bank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices
or violations of applicable statutes and regulations. Among these powers is the ability to
proscribe the payment of dividends by banks and bank holding companies. 10




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Federal Securities Regulation.The Companys common stock is registered with the SEC under
the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the
Exchange Act). Consequently, the Company is subject to the information, proxy solicitation,
insider trading and other restrictions and requirements of the SEC under the Exchange Act. The Bank General.The Bank is an Illinois-chartered commercial bank, the deposit accounts of which are
insured by the FDICs Savings Association Insurance Fund (SAIF) and its Bank Insurance Fund
(BIF). As an Illinois-chartered bank, the Bank is subject to the examination, supervision,
reporting and enforcement requirements of the DFPR, the chartering authority for Illinois banks,
and the FDIC, designated by federal law as the primary federal regulator of state-chartered,
FDIC-insured banks that, like the Bank, are not members of the Federal Reserve System (non-member
banks). Deposit Insurance.As an FDIC-insured institution, the Bank is required to pay deposit
insurance premium assessments to the FDIC. The FDIC has adopted a risk-based assessment system
under which all insured depository institutions are placed into one of nine categories and assessed
insurance premiums based upon their respective levels of capital and results of supervisory
evaluations. Institutions classified as well-capitalized (as defined by the FDIC) and considered
healthy pay the lowest premium while institutions that are less than adequately capitalized (as
defined by the FDIC) and considered of substantial supervisory concern pay the highest premium.
Risk classification of all insured institutions is made by the FDIC for each semi-annual assessment
period. During the year ended December 31, 2004, SAIF and BIF assessments ranged from 0% of deposits
to 0.27% of deposits. For the semi-annual assessment period beginning January 1, 2005, SAIF and
BIF assessment rates will continue to range from 0% of deposits to 0.27% of deposits. FICO Assessments.Since 1987, a portion of the deposit insurance assessments paid by SAIF
members has been used to cover interest payments due on the outstanding obligations of the
Financing Corporation (FICO). FICO was created in 1987 to finance the recapitalization of the
Federal Savings and Loan Insurance Corporation, the SAIFs predecessor insurance fund. As a result
of federal legislation enacted in 1996, beginning as of January 1, 1997, both SAIF members and BIF
members became subject to assessments to cover the interest payments on outstanding FICO
obligations until the final maturity of such obligations in 2019. These FICO assessments are in
addition to amounts assessed by the FDIC for deposit insurance. During the year ended December 31,
2004, the FICO assessment rate for SAIF members and BIF members was approximately 0.02% of
deposits. Supervisory Assessments.All Illinois banks are required to pay supervisory assessments to
the DFPR to fund the operations of the DFPR. The amount of the assessment is calculated on the
basis of an institutions total assets, including consolidated subsidiaries, as reported to the
DFPR. During the year ended December 31, 2004, the Bank paid supervisory assessments to the DFPR
totaling $80,000. Capital Requirements.Banks are generally required to maintain capital levels in excess of
other businesses. The FDIC has established the following minimum capital standards for
state-chartered insured non-member banks, such as the Bank: (i) a leverage requirement consisting
of a minimum ratio of Tier 1 capital to total assets of 3% for the most highly-rated banks with a 11




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minimum requirement of at least 4% for all others; and (ii) a risk-based capital requirement
consisting of a minimum ratio of total capital to total risk-weighted assets of 8% and a minimum
ratio of Tier 1 capital to total risk-weighted assets of 4%. For purposes of these capital
standards, the components of Tier 1 capital and total capital are the same as those for bank
holding companies discussed above. The capital requirements described above are minimum requirements. Higher capital levels will
be required if warranted by the particular circumstances or risk profiles of individual
institutions. For example, regulations of the FDIC provide that additional capital may be required
to take adequate account of, among other things, interest rate risk or the risks posed by
concentrations of credit, nontraditional activities or securities trading activities. Further, federal law and regulations provide various incentives for financial institutions to
maintain regulatory capital at levels in excess of minimum regulatory requirements. For example, a
financial institution that is well-capitalized may qualify for exemptions from prior notice or
application requirements otherwise applicable to certain types of activities and may qualify for
expedited processing of other required notices or applications. Additionally, one of the criteria
that determines a bank holding companys eligibility to operate as a financial holding company is a
requirement that all of its financial institution subsidiaries be well-capitalized. Under the
regulations of the FDIC, in order to be well-capitalized a financial institution must maintain a
ratio of total capital to total risk-weighted assets of 10% or greater, a ratio of Tier 1 capital
to total risk-weighted assets of 6% or greater and a ratio of Tier 1 capital to total assets of 5%
or greater. Federal law also provides the federal banking regulators with broad power to take prompt
corrective action to resolve the problems of undercapitalized institutions. The extent of the
regulators powers depends on whether the institution in question is adequately capitalized,
undercapitalized, significantly undercapitalized or critically undercapitalized, in each case
as defined by regulation. Depending upon the capital category to which an institution is assigned,
the regulators corrective powers include: (i) requiring the institution to submit a capital
restoration plan; (ii) limiting the institutions asset growth and restricting its activities;
(iii) requiring the institution to issue additional capital stock (including additional voting
stock) or to be acquired; (iv) restricting transactions between the institution and its affiliates;
(v) restricting the interest rate the institution may pay on deposits; (vi) ordering a new election
of directors of the institution; (vii) requiring that senior executive officers or directors be
dismissed; (viii) prohibiting the institution from accepting deposits from correspondent banks;
(ix) requiring the institution to divest certain subsidiaries; (x) prohibiting the payment of
principal or interest on subordinated debt; and (xi) ultimately, appointing a receiver for the
institution. As of December 31, 2004: (i) the Bank was not subject to a directive from the FDIC to increase
its capital to an amount in excess of the minimum regulatory capital requirements; (ii) the Bank
exceeded its minimum regulatory capital requirements under FDIC capital adequacy guidelines; and
(iii) the Bank was well-capitalized, as defined by FDIC regulations. Dividend Payments.The primary source of funds for the Company is dividends from the Bank.
Under the Illinois Banking Act, Illinois-chartered banks generally may not pay dividends in excess
of their net profits. The payment of dividends by any financial institution or its holding company is affected by
the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and 12




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##### Table of Contents



regulations, and a financial institution generally is prohibited from paying any dividends if,
following payment thereof, the institution would be undercapitalized. As described above, the
Bank exceeded its minimum capital requirements under applicable guidelines as of December 31, 2004.
Further, the Bank may not pay dividends in an amount that would reduce its capital below the
amount required for the liquidation account established in connection with the Banks conversion
from the mutual to the stock form of ownership in 1992. As of December 31, 2004, approximately
$4.8 million was available to be paid as dividends by the Bank. Notwithstanding the availability
of funds for dividends, however, the FDIC may prohibit the payment of any dividends by the Bank if
the FDIC determines such payment would constitute an unsafe or unsound practice. Insider Transactions.The Bank is subject to certain restrictions imposed by federal law on
extensions of credit to the Company, on investments in the stock or other securities of the Company
and the acceptance of the stock or other securities of the Company as collateral for loans made by
the Bank. Certain limitations and reporting requirements are also placed on extensions of credit
by the Bank to its directors and officers, to directors and officers of the Company, to principal
shareholders of the Company and to related interests of such directors, officers and principal
shareholders. In addition, federal law and regulations may affect the terms upon which any person
who is a director or officer of the Company or the Bank or a principal shareholder of the Company
may obtain credit from banks with which the Bank maintains a correspondent relationship. Safety and Soundness Standards.The federal banking agencies have adopted guidelines that
establish operational and managerial standards to promote the safety and soundness of federally
insured depository institutions. The guidelines set forth standards for internal controls,
information systems, internal audit systems, loan documentation, credit underwriting, interest rate
exposure, asset growth, compensation, fees and benefits, asset quality and earnings. In general, the safety and soundness guidelines prescribe the goals to be achieved in each
area, and each institution is responsible for establishing its own procedures to achieve those
goals. If an institution fails to comply with any of the standards set forth in the guidelines,
the institutions primary federal regulator may require the institution to submit a plan for
achieving and maintaining compliance. If an institution fails to submit an acceptable compliance
plan, or fails in any material respect to implement a compliance plan that has been accepted by its
primary federal regulator, the regulator is required to issue an order directing the institution to
cure the deficiency. Until the deficiency cited in the regulators order is cured, the regulator
may restrict the institutions rate of growth, require the institution to increase its capital,
restrict the rates the institution pays on deposits or require the institution to take any action
the regulator deems appropriate under the circumstances. Non-compliance with the standards
established by the safety and soundness guidelines may also constitute grounds for other
enforcement action by the federal banking regulators, including cease and desist orders and civil
money penalty assessments. Branching Authority.Illinois banks, such as the Bank, have the authority under Illinois law
to establish branches anywhere in the State of Illinois, subject to receipt of all required
regulatory approvals. Federal law permits state and national banks to merge with banks in other states subject to:
(i) regulatory approval; (ii) federal and state deposit concentration limits; and (iii) state law
limitations requiring the merging bank to have been in existence for a minimum period of time (not
to exceed five years) prior to the merger. The establishment of new interstate branches or the 13




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##### Table of Contents



acquisition of individual branches of a bank in another state (rather than the acquisition of
an out-of-state bank in its entirety) is permitted only in those states that authorize such
expansion. State Bank Investments and Activities.The Bank generally is permitted to make investments
and engage in activities directly or through subsidiaries as authorized by Illinois law. However,
under federal law and FDIC regulations, FDIC-insured state banks are prohibited, subject to certain
exceptions, from making or retaining equity investments of a type, or in an amount, that are not
permissible for a national bank. Federal law and FDIC regulations also prohibit FDIC-insured state
banks and their subsidiaries, subject to certain exceptions, from engaging as principal in any
activity that is not permitted for a national bank unless the bank meets, and continues to meet,
its minimum regulatory capital requirements and the FDIC determines the activity would not pose a
significant risk to the deposit insurance fund of which the bank is a member. These restrictions
have not had, and are not currently expected to have, a material impact on the operations of the
Bank. Federal Reserve System.Federal Reserve regulations, as presently in effect, require
depository institutions to maintain non-interest earning reserves against their transaction
accounts (primarily NOW and regular checking accounts), as follows: for transaction accounts
aggregating $47.6 million or less, the reserve requirement is 3% of total transaction accounts; and
for transaction accounts aggregating in excess of $47.6 million, the reserve requirement is $1.218
million plus 10% of the aggregate amount of total transaction accounts in excess of $47.6 million.
The first $7.0 million of otherwise reservable balances are exempted from the reserve requirements.
These reserve requirements are subject to annual adjustment by the Federal Reserve. The Bank is
in compliance with the foregoing requirements. 14




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##### Table of Contents



Item 2. Properties The following sets forth information concerning the main office and each office location
of the Bank at December 31, 2004. At December 31, 2004, the total net book value of our premises
and equipment (including land, building and leasehold improvements and furniture, fixtures and
equipment) was $18.3 million. Principal Business Office: 310 S. Schuyler Avenue, Kankakee, Illinois Banking Office Locations: Centrue North Main Street and U.S. 45, Ashkum, Illinois
680 S. Main Street, Bourbonnais, Illinois
980 N. Kinzie Avenue, Bradley, Illinois
654 N. Park Road, Herscher, Illinois
310 Section Line Road, Manteno, Illinois
29 N. Dixie Highway, Momence, Illinois
122 Gladiolus Avenue, Momence, Illinois Centrue South 101 S. Page Street, Aviston, Illinois
343 Fountains Parkway, Suite 101, Fairview Heights, Illinois (1)
18001 Main Street, St. Rose, Illinois Centrue East 1001 S. Neil Street, Champaign, Illinois
1708 S. Philo Road, Urbana, Illinois Centrue West 180 N. Front Street, Braidwood, Illinois (1)
100 S. Broadway Street, Coal City, Illinois (1)
660 S. Broadway Street, Coal City, Illinois
1275 E. Division Street, Diamond, Illinois
317 W. Waupansie Street, Dwight, Illinois (1)
302 W. Mazon Avenue, Dwight, Illinois (1) Leased facilities The Company is constructing a permanent branch location to replace the current
leased space in Fairview Heights, Illinois. The construction of the permanent branch is expected
to be completed in the second quarter of 2005. The Company believes that all other current
facilities are adequate to meet present and immediately foreseeable needs. 15




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##### Table of Contents



Item 3. Legal Proceedings The Company and the Bank are involved from time to time as plaintiff or defendant in various
legal actions arising in the normal course of their business. The Bank is currently involved in
litigation, however, while the ultimate outcome of current legal proceedings cannot be predicted
with certainty, it is the opinion of management that the resolution of these legal actions will not
have a material effect on the Companys consolidated financial position or results of operations. 
 Item 4. Submission of Matters to a Vote of Security Holders No matter was submitted to a vote of security holders, through the solicitation of proxies or
otherwise, during the quarter ended December 31, 2004. 
 PART II 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities The following table sets forth information about our stock repurchases for the three months
ended December 31, 2004: Total Number of
    
    
    Maximum Number ofShares Purchased as
    
    
    Shares that May YetPart of Publicly
    
    
    Be Purchased UnderTotal Number of
    
    
    Average Price Paid
    
    
    Announced Plans or
    
    
    the Plans orPeriod
    
    Shares Purchased
    
    
    per Share
    
    
    Programs
    
    
    ProgramsOctober 1  October 31, 2004
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    484,663November 1 - November 30, 2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    484,663December 1 - December 31, 2004
    
    
    40,000
    
    
    
    28.13
    
    
    
    40,000
    
    
    
    444,663Total
    
    
    40,000
    
    
    $
    28.13
    
    
    
    40,000
    
    
    
    444,663
 (1) The Company announced its current stock repurchase program on October 21, 2004,
which authorizes the Company to purchase up to 20% of the shares outstanding, or 484,663
shares. The plan will expire on December 31, 2005. The Company purchased all of the shares
listed above on the open market and under the repurchase program. Page 64 of the 2004 Annual Report to Stockholders is incorporated by reference. 
 Item 6. Selected Financial Data Page 4 of the 2004 Annual Report to Stockholders is incorporated by reference. 16




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations Pages 5 through 28 of the 2004 Annual Report to Stockholders are incorporated by reference. 
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk Pages 21 through 25 of the 2004 Annual Report to Stockholders are incorporated by
reference. 
 Item 8. Financial Statements and Supplementary Data Pages 29 through 62 of the 2004 Annual Report to Stockholders are incorporated by reference. 
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 
 Item 9A. Controls and Procedures An evaluation was performed under the supervision and with the participation of the Companys
management, including the Chief Executive Officer, Chief Financial Officer and Corporate
Controller, of the effectiveness of the design and operation of the Companys disclosure controls
and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) as of December 31,
2004. Based on that evaluation, the Companys management, including the Chief Executive Officer and
Chief Financial Officer, concluded that the Companys disclosure controls and procedures were
effective. There have been no significant changes in the Companys internal controls or in other
factors that could significantly affect internal controls. 
 Item 9B. Other Information None. 
 PART III 
 Item 10. Directors and Executive Officers of the Registrant Information concerning directors of the Company is incorporated by reference to the sections
Election of Directors and Corporate Governance and the Board of Directors located in the
Companys definitive Proxy Statement for the Annual Meeting of Stockholders to be held in 2005, a
copy of which was filed with the Securities and Exchange Commission on March 16, 2005 (the 2005
Proxy Statement). Executive Officers Who are Not Directors 17




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##### Table of Contents



The business experience during the past five years with respect to executive officers of the
Company and the Bank who do not serve on the Companys board of directors is listed below. Each
officer is elected annually to serve until his or her successor is elected and qualified, or until
he or she is no longer employed by the Company or the Bank or is removed by the board of directors.
There are no arrangements or understandings between the persons named and any other person pursuant
to which such officers were selected. James M. Lindstrom, age 32, was named Chief Financial Officer of the Company and the
Bank in July 2003. As Chief Financial Officer, Mr. Lindstrom is responsible for the Banks finance,
information technology, mortgage and operations departments. Prior to joining Centrue, he was a
principal from 2001 to 2003 with Stolberg Equity Partners, a private equity firm. From 1996 to
2000, Mr. Lindstrom held senior management roles with ChiRex, Inc., a pharmaceutical services
company. Mr. Lindstrom started his career in the investment banking department at Credit Suisse
First Boston and received his MBA at The Tuck School of Business at Dartmouth. Keith A. Francis, age 49, joined Centrue Bank in October 2004 as Chief Credit Officer, with
the responsibility of the administration of all commercial, residential and consumer lending
activity of the Bank. From 2000 to 2004, Mr. Francis served as Senior Vice President and Group
Manager with Allegiant Bank of St. Louis. During his career, Mr. Francis has worked in the
correspondent banking groups of Southwest Bank of St. Louis, Mercantile Bank of St. Louis, The
Boatmens National Bank of St. Louis and Centerre Bank. Mr. Francis started his career as a
National Bank Examiner with the Comptroller of the Currency. Carol S. Hoekstra, age 49, was elected Senior Vice President of the Bank in January 2004. Mrs.
Hoekstra is responsible for oversight of the Banks human resources, training, and consumer lending
departments. Mrs. Hoekstra was previously Executive Vice President and Interim Chief Operating
Officer of both the Company and the Bank in 2003 and also assumed the duties of President of
Centrue North on an interim basis until January 2004. She was a Senior Vice President of the Bank
since 1999 and an Assistant Secretary of the Company since 1992. Previously, she was a Vice
President of the Bank since 1995. Mrs. Hoekstra first joined the Bank in 1977. She rejoined the
Bank in 1991 as consumer loan manager, following her return to the area from Texas where she worked
at a commercial bank in consumer lending. Michael A. OGorman, age 38, joined the Bank in January 2004 as President of Centrue North
which consists of eight offices in Kankakee and Iroquois counties. From 2000 to 2004, he was
Community President of National City Bank in Kankakee, Illinois. From 1989 to 2000, Mr. OGorman
also held various positions with American National Bank and Trust Company of Chicago (now Bank
One), including Vice President and Division Head of its Central Illinois commercial banking
operations. Keith M. Roseland, age 55, was promoted in October 2003 from Senior Vice President to
President of Centrue West which consists of six offices in Grundy, Livingston, and Will counties.
Previously, Mr. Roseland was a Senior Vice President and Chief Commercial Lending Officer of the
Bank, a position he was appointed to in 2002. Mr. Roseland was Regional Commercial Lending 18




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##### Table of Contents



Officer of the Bank since 1999, and Regional Branch Manager responsible for the operation of
the Coal City, Diamond and Braidwood, Illinois branches of the Bank since 1998. He had previously
served as President, since 1986, of Coal City National Bank, which was acquired by the Bank in
January, 1998. Mr. Roseland had been with Coal City National Bank since 1967. Rick R. Parks, age 39, was promoted in October 2004 to the position of President of Centrue
South, after joining the company in January 2004 as senior vice president of commercial lending. He
was previously employed by Union Planters Bank for 13 years as a commercial lending team
leader/Senior Vice President in their Metro-East St. Louis market. Mr. Parks also worked as a loan
officer for First Federal Savings Bank in Mascoutah, Illinois, for two years, and for Edward Jones
as an investment representative prior to that. Rick began his banking career in 1987 at First Trust
and Savings Bank in Kankakee, Illinois, and earned his MBA from St. Louis University. Compliance with Section 16(a) of the Exchange Act Information concerning compliance with Section 16(a) of the Exchange Act called for by Item 10
of this Form 10-K is incorporated by reference from the sectionCompliance with Section 16(a) of
the Exchange Act in the Companys 2005 Proxy Statement. 
 Item 11. Executive Compensation Information concerning executive compensation called for by Item 11 of this Form 10-K is
incorporated by reference from the section Executive Compensation and Director Compensation
located in the Companys 2005 Proxy Statement. 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information concerning security ownership of certain beneficial owners and management called
for by Item 12 of this Form 10-K is incorporated by reference from the section Voting Securities
and Principal Holders in the Companys 2005 Proxy Statement. Aggregated Equity Plan Information The table below sets forth the following information as of December 31, 2004 for (i) all
compensation plans previously approved by our stockholders and (ii) all compensation plans not
previously approved by our stockholders:  (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 19




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##### Table of Contents



plans. EQUITY COMPENSATION PLAN INFORMATIONNumber of securities to be
    
    
    
    
    
    
    
    
    Number of securitiesissued upon exercise of
    
    
    
    Weighted-average exercise
    
    
    
    remaining available forPlan category
    
    
    outstanding options
    
    
    
    price of outstanding options
    
    
    
    future issuanceEquity compensation
plans approved by
security holders
    
    
    
    142,300
    
    
    
    $
    24.94
    
    
    
    
    282,850Equity compensation
plans not approved
by security holders
    
    
    
    5,000
    (1)
    
    
    $
    18.58
    
    
    
    
    0Total
    
    
    
    147,300
    
    
    
    $
    24.72
    
    
    
    
    282,850
   (1)
    
    Includes a grant of options to purchase 5,000 shares 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 Information concerning certain relationships and related transactions called for by Item 13 of
this Form 10-K is incorporated by reference from the section Certain Relationships and Related
Transactions located in the Companys 2005 Proxy Statement. 
 Item 14. Principal Accountant Fees and Services Information concerning accounting fees and services called for by item 14 of this Form 10-K is
incorporated by reference from the section Ratification of the Appointment of Auditors located in
the 2005 Proxy Statement. 20




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##### Table of Contents



PART IV 
 Item 15. Exhibits and Financial Statement Schedules (a)(1) Consolidated Financial Statements: The following information appearing in the Registrants 2004 Annual Report to Stockholders is
incorporated by reference in this Annual Report on Form 10-K as Exhibit 13.1. Pages inAnnual Report Section
    
    Annual ReportSelected Financial Data
    
    
    4Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    5-28Report of Independent Registered Public Accounting Firm
    
    
    29Consolidated Balance Sheets
    
    
    30Consolidated Statements of Income
    
    
    31Consolidated Statements of Stockholders Equity
    
    
    32Consolidated Statements of Cash Flows
    
    
    33-35Notes to Consolidated Financial Statements
    
    
    36-62Quarterly Financial Information
    
    
    62
 With the exception of those sections specifically incorporated by reference, the Registrants
2004 Annual Report to Stockholders is not deemed filed as part of this Annual Report on Form 10-K. (a)(2) Financial Statement Schedules: Financial statement schedules have been omitted as the required information is contained in
the consolidated financial statements and notes thereto, or because such schedules are not required
or applicable. 21




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##### Table of Contents



(a)(3) Exhibits: Regulation
    
    
    
    Reference to Prior FilingS-K Exhibit
    
    
    
    or Exhibit NumberNumber
    
    Document
    
    Attached Hereto3.1
    
    Articles of Incorporation
    
    
    (6
    )3.2
    
    Bylaws
    
    
    (1
    )4.1
    
    Form of Rights Agreement
    
    
    (4
    )10.1
    
    Stock Option Plan
    
    
    (2
    )10.2
    
    401(k) Plan
    
    
    (1
    )10.3
    
    Employment Agreement between the
Bank and Thomas A. Daiber
    
    
    (3
    )10.4
    
    Employment Agreement between the
Bank and James M. Lindstrom
    
    
    (3
    )10.5
    
    Employment Agreement between the
Bank and Michael A. OGorman
    
    
    (3
    )10.6
    
    Employment Agreement between the
Bank and Carol S. Hoekstra
    
    
    (3
    )10.7
    
    Indenture dated April 10, 2002,
between the Company and
Wilmington Trust Company
    
    
    (6
    )10.8
    
    Indenture dated April 22, 2004,
between the Company and U.S.
Bank, N.A.
    
    
    (5
    )10.9
    
    Non-employee Directors
Deferred Compensation Plan
    
    
    (7
    )10.10
    
    Director Fee Schedule
    
    
    10.1013.1
    
    2004 Annual Report to Stockholders
    
    
    (8
    )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)
    
    
    31.131.2
    
    Certification of Chief Financial
Officer Pursuant to Rule
13a-14(a)/15d-14(a)
    
    
    31.2
 22




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##### Table of Contents



Regulation
    
    
    
    Reference to Prior FilingS-K Exhibit
    
    
    
    or Exhibit NumberNumber
    
    Document
    
    Attached Hereto31.3
    
    Certification of Corporate
Controller Pursuant to Rule
13a-14(a)/15d-14(a)
    
    
    31.332.1
    
    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 Chief Financial
Officer Pursuant to 18 U.S.C.
Section 1350, as adopted Pursuant
to Section 906 of the
Sarbanes-Oxley Act of 2002
    
    
    32.232.3
    
    Certification of Corporate
Controller Pursuant to 18 U.S.C.
Section 1350, as adopted Pursuant
to Section 906 of the
Sarbanes-Oxley Act of 2002
    
    
    32.3
   (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 January 6, 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.(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 August 13, 2004, as an exhibit to the Registrants Form 10-Q. Such previously filed
document is hereby incorporated herein by reference in accordance with Item 601 of Regulation
S-K.(6)
    
    Filed on March 30, 2004, 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.(7)
    
    Filed on March 14, 2003, as an appendix to the Registrants Definitive Proxy Statement for
2003. Such previously filed document is hereby incorporated herein by reference in accordance
with Item 601 of Regulation S-K.(8)
    
    Filed on March 16, 2005, as an Annual Report to Shareholders. Such previously filed document
is hereby incorporated herein by reference in accordance with Item 601 of Regulation S-K. 23




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##### Table of Contents



SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized. CENTRUE FINANCIAL CORPORATIONDate: March 25, 2005
    
    By:
    
    /s/ Thomas A. DaiberThomas A. Daiber,Chief Executive Officer and PresidentBy:
    
    /s/ James M. LindstromJames M. Lindstrom, Chief Financial OfficerBy:
    
    /s/ John A. BettsJohn A. Betts, Corporate Controller
 24




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##### Table of Contents



Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed
below by the following persons on behalf of the Registrant and in the capacities and on the dates
indicated. /s/ Michael A. Griffith
    
    3-25-05
    
    Chairman of the BoardMichael A. Griffith
    
    Date/s/ Michael J. Hejna
    
    3-25-05
    
    DirectorMichael J. Hejna
    
    Date/s/ Wesley E. Walker
    
    3-25-05
    
    DirectorWesley E. Walker
    
    Date/s/ Thomas A. Daiber
    
    3-25-05
    
    President, Chief Executive Officer andThomas A. Daiber
    
    Date
    
    Director/s/ Mark L. Smith
    
    3-25-05
    
    DirectorMark L. Smith
    
    Date
 25




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##### Table of Contents



INDEX TO EXHIBITS Regulation
    
    
    
    Reference to Prior FilingS-K Exhibit
    
    
    
    or Exhibit NumberNumber
    
    Document
    
    Attached Hereto3.1
    
    Articles of Incorporation
    
    
    (6
    )3.2
    
    Bylaws
    
    
    (1
    )4.1
    
    Form of Rights Agreement
    
    
    (4
    )10.1
    
    Stock Option Plan
    
    
    (2
    )10.2
    
    401(k) Plan
    
    
    (1
    )10.3
    
    Employment Agreement between the
Bank and Thomas A. Daiber
    
    
    (3
    )10.4
    
    Employment Agreement between the
Bank and James M. Lindstrom
    
    
    (3
    )10.5
    
    Employment Agreement between the
Bank and Michael A. OGorman
    
    
    (3
    )10.6
    
    Employment Agreement between the
Bank and Carol S. Hoekstra
    
    
    (3
    )10.7
    
    Indenture dated April 10, 2002,
between the Company and
Wilmington Trust Company
    
    
    (6
    )10.8
    
    Indenture dated April 22, 2004,
between the Company and U.S. Bank
N.A.
    
    
    (5
    )10.9
    
    Non-employee Directors Deferred
Compensation Plan
    
    
    (7
    )10.10
    
    Director Fee Schedule
    
    
    10.1013.1
    
    2004 Annual Report to Stockholders
    
    
    (8
    )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
 26




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##### Table of Contents



Regulation
    
    
    
    Reference to Prior FilingS-K Exhibit
    
    
    
    or Exhibit NumberNumber
    
    Document
    
    Attached Hereto31.2
    
    Certification of Chief Financial
Officer Pursuant to Rule
13a-14(a)/15d-14(a)
    
    
    31.231.3
    
    Certification of Corporate
Controller Pursuant to Rule
13a-14(a)/15d-14(a)
    
    
    31.332.1
    
    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 Chief Financial
Officer Pursuant to 18 U.S.C.
Section 1350, as adopted Pursuant
to Section 906 of the
Sarbanes-Oxley Act of 2002
    
    
    32.232.3
    
    Certification of Corporate
Controller Pursuant to 18 U.S.C.
Section 1350, as adopted Pursuant
to Section 906 of the
Sarbanes-Oxley Act of 2002
    
    
    32.3
   (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 January 6, 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.(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 August 13, 2004, as an exhibit to the Registrants Form 10-Q. Such previously filed
document is hereby incorporated herein by reference in accordance with Item 601 of Regulation
S-K.(6)
    
    Filed on March 30, 2004, 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.(7)
    
    Filed on March 14, 2003, as an appendix to the Registrants Definitive Proxy Statement for
2003. Such previously filed document is hereby incorporated herein by reference in accordance
with Item 601 of Regulation S-K.(8)
    
    Filed on March 16, 2005, as an Annual Report to Shareholders. Such previously filed document
is hereby incorporated herein by reference in accordance with Item 601 of Regulation S-K.