EXHIBIT
10.19


CENTRUE FINANCIAL CORPORATION.

NON-EMPLOYEE DIRECTORS’ DEFERRED COMPENSATION PLAN


          Centrue
Financial Corporation (the “Company”), hereby adopts the Centrue Financial
Corporation Non-Employee Directors’ Deferred Compensation Plan (the “Plan”),
for the benefit of its non-employee Directors and the non-employee Directors of
its subsidiaries. The Plan is an unfunded arrangement for the benefit of
non-employee Directors and is intended to be exempt from the requirements of
the Employee Retirement Income Security Act of 1974, as amended. The Plan is
effective as of January 1, 2007.


ARTICLE 1. 

DEFINITIONS


	
 

	
 

	
 


	
1.01

	
Account. The
  bookkeeping account established for each Participant as provided in Section
  5.01 hereof.


	
 

	
 


	
1.02

	
Administrator.
  Such person or entity as determined by the Board, and in the absence of such
  determination, the Company.


	
 

	
 

	
 


	
1.03

	
Bank.
  Centrue Bank.


	
 

	
 


	
1.04

	
Board. The
  Board of Directors of the Company.


	
 

	
 

	
 


	
1.05

	
Change of
  Control. Any one of:


	
 

	
 

	
 


	
 

	
(a)

	
The
  consummation of the acquisition by any person (as such terms is defined in
  Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended
  (the “1934 Act”)) of beneficial ownership (within the meaning of Rule 13d-3
  promulgated under the 1934 Act) of thirty-five percent (35%) or more of the
  combined voting power of the then outstanding voting securities of the
  Company;


	
 

	
 

	
 


	
 

	
(b)

	
Within any
  twelve (12) month period, a majority of the members of the Board is replaced
  by individuals whose appointment or election is not endorsed by a majority of
  the Board prior to the date of the appointment or election; or 


	
 

	
 

	
 


	
 

	
(c)

	
Consummation
  of: (1) a merger or consolidation to which the Company is a party if the
  stockholders of the Company immediately before such merger or consolidation
  do not, as a result of such merger or consolidation, own, directly or
  indirectly, more than fifty percent (50%) of the combined voting power of the
  then outstanding voting securities of the entity resulting from such merger
  or consolidation in substantially the same proportion as their ownership of
  the combined voting power of the Company’s voting securities outstanding
  immediately before such merger or consolidation; or (2) a complete
  liquidation or dissolution or sale or other disposition of all or
  substantially all of the assets of the Company or the Bank.










	
 

	
 

	
 


	
 

	
 

	
Notwithstanding
  the foregoing, a Change of Control shall not be deemed to occur solely
  because thirty-five percent (35) or more of the combined voting power of the
  Company’s then outstanding voting securities is acquired by: (1) a trustee or
  other fiduciary holding securities under one or more employee benefit plans
  maintained for employees of the entity; or (2) any corporation which,
  immediately prior to such acquisition, is owned directly or indirectly by the
  stockholders in the same proportion as their ownership of stock immediately
  prior to such acquisition.


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
1.06

	
Code. The
  Internal Revenue Code of 1986, as amended.


	
 

	
 


	
1.07

	
Deferrals.
  The portion of the Fees that a Participant elects to defer in accordance with
  Section 3.01 hereof.


	
 

	
 


	
1.08

	
Deferral
  Date. The date of the Deferrals will be credited to the Director’s Account,
  which date shall be the date it would otherwise have been payable to the
  Director.


	
 

	
 


	
1.09

	
Deferral
  Election. The separate written agreement, submitted to the Administrator, by
  which a Director elects to participate in the Plan and to make Deferrals.


	
 

	
 


	
1.10

	
Director.
  Any person serving on the Board of the Company or the Bank and who is not an
  employee of the Company or the Bank in any capacity.


	
 

	
 


	
1.11

	
Disability.
  A Participant shall be considered disabled if the participant (i) is unable
  to engage in any substantial gainful activity by reason of any medically
  determinable physical or mental impairment which can be expected to result in
  death or can be expected to last for a continuous period of not less than 12
  months; or (ii) is, by reason of any medically determinable physical or
  mental impairment which can be expected to result in death or can be expected
  to last for a continuous period of not less than 12 months, receiving income
  replacement benefits for a period of not less than 3 months under an accident
  and health plan covering employees of the participant’s employer.


	
 

	
 


	
1.12

	
Effective
  Date. January 1, 2007.


	
 

	
 


	
1.13

	
Fees. The
  participant’s earned director fee remuneration for serving as a Director of
  the Company or the Bank, including any fees for committee participation.





2.






	
 

	
 


	
1.14

	
Participant.
  A Director who is a Participant as provided in ARTICLE 2.


	
 

	
 


	
1.15

	
Payment
  Date. For purposes of this Plan the term “Payment Date” shall mean the date
  as of which the event (e.g., Retirement, Change of Control, or Death, the
  attainment of age 65 or the date of a scheduled installment payment). If a
  Payment Date is not a trading day, then the Payment Date shall be the
  immediately preceding trading day.


	
 

	
 


	
1.16

	
Plan Year.
  January 1 to December 31.


	
 

	
 


	
1.17

	
Retirement.
  Retirement shall occur upon the termination of a Participant’s service,
  voluntary or involuntary, as a Director, provided that such termination of
  service qualifies as separation from service, as defined in Code Section 409A(a)(2)(A)(i) and the
  regulatory guidance promulgated thereunder.





ARTICLE 2. 

PARTICIPATION


	
 

	
 

	
 


	
2.01

	
Commencement
  of Participation. Each Director shall become a Participant of the Plan on the
  date the Director’s Deferral Election first becomes effective.


	
 

	
 

	
 


	
 

	
(a)

	
A
  Participant who is no longer a Director or who also becomes an employee of the
  Company or the Bank shall not be permitted to submit a Deferral Election and
  all Deferrals for such Participant shall cease as of the end of the Plan Year
  in which such Participant is determined to no longer be a Director or becomes
  an employee of the Company or the Bank.


	
 

	
 

	
 


	
 

	
(b)

	
Amounts
  credited to the Participant’s Account described in subsection (a) shall
  continue to be held, pursuant to the terms of the Plan and shall be
  distributed as provided in ARTICLE 6.


	
 

	
 

	
 


	
2.02

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





3.






ARTICLE 3. 

CONTRIBUTION


	
 

	
 

	
 

	
 


	
3.01

	
Deferrals.


	
 

	
 

	
 

	
 


	
 

	
(a)

	
The Company
  shall credit to the Participant’s Account an amount equal to the amount
  designated in the Participant’s Deferral Election for that Plan Year. Such
  amounts shall not be made available to such Participant, except as provided
  in ARTICLE 6, and shall reduce such Participant’s Fees from the Company or
  the Bank in accordance with the provisions of the applicable Deferral
  Election; provided, however, that all such amounts shall be subject to the
  rights of the general creditors of the Company and the Bank as provided in
  ARTICLE 8.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Each
  Director shall deliver a Deferral Election to the Administrator before any
  Deferrals may become effective. Such Deferral Election shall be void with
  respect to any Deferral unless submitted before the beginning of the calendar
  year during which the amount to be deferred will be earned; provided,
  however, that in the year in which a Director is first eligible to participate,
  such Deferral Election shall be filed within thirty (30) days of the date on
  which a Director is first eligible to participate, respectively, with respect
  to Fees earned during the remainder of the calendar year.


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Subject to
  the limitation set forth in Section 3.01, the Deferral Election shall remain
  effective until modified or revoked and will contain the following:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
the
  Participant’s designation as to the amount of Fees to be deferred;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
the
  beneficiary or beneficiaries of the Participant; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
such other
  information as the Administrator may require.


	
 

	
 

	
 

	
 


	
 

	
(d)

	
The maximum
  amount that may be deferred each Plan Year is one hundred percent (100%) of
  the Participant’s Fees.


	
 

	
 

	
 

	
 


	
3.02

	
Time of
  Contributions. Deferrals shall be credited to the Account of the appropriate
  Participant as of the Deferral Date.


	
 

	
 


	
ARTICLE 4. 

  VESTNG


	
 

	
 

	
 

	
 


	
4.01

	
Vesting of
  Deferrals. A Participant shall have a vested right to his Account
  attributable to Deferrals and any earnings on the investment of such
  Deferrals.





4.






ARTICLE 5. 

ACCOUNTS


	
 

	
 

	
 


	
5.01

	
Accounts.
  The Administrator shall establish and maintain a bookkeeping account in the
  name of each Participant. The Participant’s Account shall be credited with
  Units, as defined in Section 5.02(a). Each Participant’s Account shall be
  debited by any distributions made plus any federal, state and/or local tax
  withholding as may be required by applicable law. Distributions under ARTICLE
  6 shall be equal to the Participant’s Account balance as of the date of the
  applicable distribution thereunder.


	
 

	
 

	
 


	
5.02

	
Investments,
  Gains and Losses.


	
 

	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

	
The
  Administrator shall adjust the amounts credited to each Participant’s Account
  to reflect Deferrals, distributions and any other appropriate adjustments.
  Such adjustments shall be made as frequently as is administratively feasible.


	
 

	
 

	
 


	
 

	
(c)

	
The
  Participant’s Account, established pursuant to Section 5.01, will be valued
  by the Administrator on a yearly basis.


	
 

	
 

	
 


	
 

	
(d)

	
Any amounts
  contributed to a “Rabbi Trust” as provided in Section 8.02 shall be invested
  by the trustee of the Rabbi Trust in accordance with written directions from
  the Company. Such directions shall provide the trustee with the investment
  discretion to invest the above-referenced amounts within broad guidelines
  established by Administrator and Company as set forth therein.


	
 

	
 

	
 


	
ARTICLE 6. 

  DISTRIBUTIONS


	
 

	
 

	
 


	
6.01

	
Payment.
  Payment of a Participant’s Account shall commence as soon as administratively
  feasible immediately following the Participant’s Retirement, provided,
  however, that if a Participant, prior to commencing participation in the Plan
  and prior to any Deferrals being made, executes an irrevocable election to
  commence payments upon attainment of age sixty-five (65), payments shall
  commence as soon as administratively feasible immediately following the
  Participant’s attainment of age sixty-five (65). The Participant may elect,
  in writing, any one of the following forms of payment, provided that such
  election is delivered to the Administrator and is made at the time of the
  Deferral Election.





5.






	
 

	
 

	
 


	
 

	
(a)

	
single
  lump-sum payment of the value of the Participant’s Account; or 


	
 

	
 

	
 


	
 

	
(b)

	
substantially
  equal annual installments over a period of either five (5) years or ten (10)
  years.


	
 

	
 

	
 


	
6.02

	
Commencement
  of Payment upon Death or Change of Control.


	
 

	
 

	
 


	
 

	
(a)

	
Upon the
  death of a Participant, all amounts credited to his Account shall be paid in
  a single lump sum, as soon as administratively feasible, to his beneficiary
  or beneficiaries, as determined under ARTICLE 7.


	
 

	
 

	
 


	
 

	
(b)

	
Upon a
  Change of Control, all amounts credited to a Participant’s Account shall be
  paid in a single lump sum as of the date of the Change of Control, unless the
  Participant elects in Participant’s Deferral Election to receive payment in
  accordance with the Participant’s election described in Section 6.1
  regardless of the occurrence of a Change of Control. In the case of such
  election, a Participant’s Retirement shall not be considered to have occurred
  for purposes of this Plan until the Participant’s Retirement from the Board
  of the board of the successor in interest to the Company or the Bank.


	
 

	
 

	
 


	
6.03

	
Form of
  Payment.


	
 

	
 

	
 


	
 

	
(a)

	
A
  Participant, former Participant, or deceased Participant’s beneficiary or
  legal representative may elect at any time to have any or all payouts, or
  remaining payouts, of the Participant’s Account paid out in cash or in shares
  of Company common stock. At any time before the end of the calendar year
  prior to termination of Board service, a Director may revise and supersede
  any or all of his or her previous elections with respect to the form of
  payment (cash or shares of common stock). In the case of a lump sum payment
  to be made in cash, the amount of such payment shall be based on the number
  of Units in the Participant’s Account on the Payment Date multiplied by the
  closing market price of the Company’s common stock as reported on the NASDAQ
  for such date or, if that date is not a trading day, then for the trading day
  immediately preceding such date.


	
 

	
 

	
 


	
 

	
(b)

	
If a
  Participant’s Account is payable in cash and in installments, the amount of
  the first cash installment payment shall be a fraction of the Units in the
  Participant’s Account on the date of the initial installment payment, the
  numerator of which is one and the denominator of which is the total number of
  installments elected. Each subsequent installment shall be calculated in the
  same manner as of each subsequent annual payment except that the denominator
  shall be reduced by the number of installments which have been previously
  paid. The amount of cash payable for Deferrals accounted for as Unites based
  on Company common stock value will be paid, as described above, based on the
  number of Units in the Participant’s Account on the Payment Date multiplied
  by the average of the closing market price of the Company’s common stock as
  reported on the NASDAQ for such date or if that date is not a trading day,
  for the trading day immediately preceding such date.





6.






	
 

	
 

	
 


	
 

	
(c)

	
If a
  Participant’s Account is payable in Company common stock and in installments,
  the amount of the first installment payment shall be a fraction of the value
  of the Units in the Participant’s Account on the Payment Date for the initial
  installment, the nominator of which is one (1) and the denominator of which
  is the total number of installments elected. Each subsequent annual payment
  shall be calculated in the same manner except that the denominator shall be
  reduced by the number of installments which have been previously paid. Except
  for the final installment payment, only whole shares shall be payable, and the
  value of any fractional share payable shall be retained in the Participant’s
  Account until the final installment payment, at which time the value of any
  fractional share payable shall be paid in cash, based on the fractional share
  multiplied by the average of the closing market price of the Company’s common
  stock as reported on the NASDAQ for such Payment Date or if that date is not
  a trading day, for the trading day immediately preceding such date.


	
 

	
 

	
 


	
ARTICLE 7. 

  BENEFICIARIES


	
 

	
 

	
 


	
7.01

	
Beneficiaries.
  Each Participant may from time to time designate one or more persons (who may
  be any one or more members of such person’s family or other persons,
  administrators, trusts, foundations or other entities) as his beneficiary
  under the Plan. Such designation shall be made on a form prescribed by the
  Administrator. Each Participant may at any time and from time to time, change
  any previous beneficiary designation, without notice to or comment of any
  previously designated beneficiary, by amending his previous designation on a
  form prescribed by the Administrator. If the beneficiary does not survive the
  Participant (or is otherwise unavailable to receive payment) or if no
  beneficiary is validly designated, then the amounts payable under this Plan
  shall be paid to the Participant’s surviving spouse, if any, and, if none, to
  his estate. If more than one person is the beneficiary of a deceased
  Participant, each such person shall receive a pro rata share of any death
  benefit payable unless otherwise designated on the applicable form. If a
  beneficiary who is receiving benefits dies, all benefits that were payable to
  such beneficiary shall then be payable to the estate of that beneficiary.


	
 

	
 

	
 


	
7.02

	
Lost
  Beneficiary.





7.






	
 

	
 

	
 


	
 

	
(a)

	
All
  Participants and beneficiaries shall have to obligation to keep the
  Administrator informed of their current address until such time as all
  benefits due have been paid.


	
 

	
 

	
 


	
 

	
(b)

	
If a
  Participant or beneficiary cannot be located by the Administrator exercising
  due diligence, then, in its sole discretion, the Administrator may presume
  that the Participant or beneficiary is deceased for purposes of the Plan and
  all unpaid amounts (net of due diligence expenses) owed to the Participant or
  beneficiary shall be paid to the co-beneficiary or secondary beneficiary
  designated by the Participant, or in the absence of a co-beneficiary or
  secondary beneficiary, to the Participant’s estate.


	
 

	
 

	
 


	
ARTICLE 8. 

  FUNDING


	
 

	
 

	
 


	
8.01

	
Prohibition
  Against Funding. Should any investment be acquired in connection with the liabilities
  assumed under this Plan, it is expressly understood and agreed that the
  Participants and beneficiaries shall not have any right with respect to, or
  claim against, such assets nor shall any such purchase be construed to create
  a trust of any kind or a fiduciary relationship between the Company and the
  Participants, their beneficiaries or any other person. Any such assets shall
  be and remain a part of the general, unpledged, unrestricted assets of the
  Company, subject to the claims of its general creditors. It is the express
  intention of the parties hereto that this arrangement shall be unfunded for
  tax purposes. Each Participant and beneficiary shall be required to look to
  the provisions of this Plan and to the Company itself for enforcement of any
  and all benefits due under this Plan, and to the extent any such person
  acquires a right to receive payment under this Plan, such right shall be no
  greater than the right of any unsecured general creditor of the Company. The
  Company shall be designated the owner and beneficiary of any investment
  acquired in connection with its obligation under this Plan.


	
 

	
 

	
 


	
8.02

	
Deposits.
  Notwithstanding paragraph 8.01, or any other provision of this Plan to the
  contrary, the Company may deposit any amounts it deems appropriate to pay the
  benefits under this Plan to a “Rabbi Trust” as established pursuant to
  Treasury Department Revenue Procedures 92-64 and 92-65.


	
 

	
 

	
 


	
8.03

	
Withholding
  of Director Deferrals. The Administrator is authorized to make any and all
  necessary arrangements with the Company in order to withhold the
  Participant’s Deferrals under Section 3.01 hereof from the Participant’s
  Fees. The Administrator shall determine the amount and timing of such
  withholding.





8.






ARTICLE 9. 

CLAIMS ADMINISTRATION


	
 

	
 

	
 


	
9.01

	
General. In
  the event that a Participant or his beneficiary does not receive any Plan
  benefit that is claimed, such Participant or beneficiary shall be entitled to
  consideration and review as provided in this ARTICLE 9.


	
 

	
 

	
 


	
9.02

	
Claim
  Review. Upon receipt of any written claim for benefits, the Administrator
  shall be notified and shall give due consideration to the claim presented. If
  the claim is denied to any extent by the Administrator, the Administrator
  shall furnish the claimant with a written notice setting forth (in a manner
  calculated to be understood by the claimant):


	
 

	
 

	
 


	
 

	
(a)

	
The specific
  reason or reasons for denial of the claim;


	
 

	
 

	
 


	
 

	
(b)

	
A specific
  reference to the Plan provisions on which the denial is based;


	
 

	
 

	
 


	
 

	
(c)

	
A
  description of any additional material or information necessary for the
  claimant to perfect the claim and an explanation of why such material or
  information is necessary; and


	
 

	
 

	
 


	
 

	
(d)

	
An
  explanation of the provisions of this Article.


	
 

	
 

	
 


	
9.03

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


	
 

	
 

	
 


	
9.04

	
Review of
  Appeal. Upon receipt of an appeal the Administrator shall promptly take
  action to give due consideration to the appeal. Such consideration may
  include a hearing of the parties involved, if the Administrator feels such a
  hearing is necessary. In preparing for this appeal the claimant shall be
  given the right to review pertinent documents and the right to submit in
  writing a statement of issues and comments. After consideration of the merits
  of the appeal the Administrator shall issue a written decision, which shall
  be binding on all parties subject to Section 9.06 below. The decision shall
  be written in a manner calculated to be understood by the claimant and shall
  specifically state its reasons and pertinent Plan provisions on which it
  relies. The Administrator’s decision shall be issued within sixty (60) days
  after the appeal is filed, except that if a hearing is held the decision may
  be issued within one hundred twenty (12) days after the appeal is filed.


	
 

	
 

	
 


	
9.05

	
Designation.
  The Administrator may designate any other person of its choosing to make any
  determination otherwise required under this Article. 


	
 

	
 

	
 


	
9.06

	
Arbitration.
  Each and every dispute or controversy arising pursuant to the Plan or a
  Deferral Election shall, after exhaustion of the review procedure set forth
  in Section 9.04, be settled exclusively by arbitration, conducted before a
  single arbitrator sitting in Chicago, Illinois in accordance with the rules
  of JAMS then in effect. The costs and expenses of arbitration, including the
  fees of the arbitrators, shall recover as expenses all reasonable attorneys’
  fees incurred by it in connection with the arbitration proceeding or any
  appeals therefrom.





9.






ARTICLE 10. 

GENERAL PROVISIONS


	
 

	
 

	
 


	
10.01

	
Administrator:
  The Administrator:


	
 

	
 

	
 


	
 

	
(a)

	
Is expressly
  empowered to limit the amount of Fees that may be deferred; to deposit
  amounts in accordance with Section 8.02 hereof; to interpret the Plan, and to
  determine all questions arising in the administration, interpretation and
  application of the Plan; to employ actuaries, accountants, counsel, and other
  persons it deems necessary in connection with the administration of the Plan;
  to request any information from the Company it deems necessary to determine whether
  the Company would be considered insolvent or subject to a proceeding in
  bankruptcy; and to take all other necessary and proper actions to fulfill its
  duties as Administrator.


	
 

	
 

	
 


	
 

	
(b)

	
Shall not be
  liable for any actions by it hereunder, unless due to its own negligence,
  willful misconduct or lack of good faith.


	
 

	
 

	
 


	
 

	
(c)

	
Shall be
  indemnified and saved harmless by the Company, if the Administrator is not
  the Company, from and against all personal liability to which it may be
  subject by reason of any act done or omitted to be done in its official
  capacity as Administrator in good faith in the administration of the Plan,
  including all expenses reasonably incurred in its defense in the event the
  Company fails to provide such defense upon the request of the Administrator.
  The Administrator is relieved of all responsibility in connection with its
  duties hereunder to the fullest extent permitted by law, short of breach of
  duty to the beneficiaries.


	
 

	
 

	
 


	
10.02

	
No
  Assignment. Benefits or payments under this Plan shall not be subject in any
  manner to anticipation, alienation, sale, transfer, assignment, pledge,
  encumbrance, attachment, or garnishment by creditors of the Participant or
  the Participant’s beneficiary, whether voluntary or involuntary, and any attempt
  to so anticipate, alienate, sell, transfer, assign, pledge, encumber, attach
  or garnish the same shall not be valid, nor shall any such benefit or payment
  be in any way liable for or subject to the debts contracts, liabilities,
  engagement or torts of any Participant or beneficiary, or any other person
  entitled to such benefit or payment pursuant to the terms of this Plan,
  except to such extent as may be required by law. If any Participant or
  beneficiary or any other person entitled to a benefit or payment pursuant to
  the terms of this Plan becomes bankrupt or attempts to alienate, sell,
  transfer, assign, pledge, encumber, attach or garnish any benefit or payment
  under this Plan, in whole or in part, or if any attempt is made to subject
  any such benefit or payment, in whole or in part, to the debts, contracts,
  liabilities, engagements or torts of the Participant or beneficiary or any
  other person entitled to any such benefit or payment pursuant to the terms of
  this Plan, then such benefit or payment, in the discretion of the
  Administrator, shall cease and terminate with respect to such Participant or
  beneficiary, or any other such person.





10.






	
 

	
 


	
10.03

	
No Rights to
  Remain a Director. Participation in this Plan shall not be construed to
  confer upon any Participant the legal right to be retained as a Director, or
  give a Participant or beneficiary, or any other person, any right to any
  payment whatsoever, except to the extent of the benefits provided for
  hereunder. Each Participant shall remain subject to removal as a Director to
  the same extent as if this Plan had never been adopted.


	
 

	
 


	
10.04

	
Incompetence.
  If the administrator determines that any person to whom a benefit is payable
  under this Plan is incompetent by reason of physical or mental Disability,
  the administrator shall have the power to cause the payments becoming due to
  such person to be made to another for his benefit without responsibility of
  the Administrator to see to the application of such payments. Any payment
  made pursuant to such power shall, as to such payment, operate as a complete
  discharge of the Company and the Administrator, if the Administrator is not
  the Company.


	
 

	
 


	
10.05

	
Identify.
  If, at any time, any doubt exists as to the identity of any person entitled
  to any payment hereunder or the amount or time of such payment, the
  Administrator shall be entitled to hold such sum until such identity or
  amount or time is determined or until an order of a court of competent
  jurisdiction is obtained. The Administrator shall also be entitled to pay
  such sum into court in accordance with the appropriate rules of law. Any
  expenses incurred by the company or the Administrator incident to such
  proceeding or litigation shall be charged against the Account of the affected
  Participant.


	
 

	
 


	
10.06

	
No Liability.
  No liability shall attach to or be incurred by any manager of the Company, or
  any Administrator under or by reason of the terms, conditions and provisions
  contained in this Plan, or for the acts or decisions taken or made thereunder
  or in connection therewith; and as a condition precedent to the establishment
  of this Plan or the receipt of benefits thereunder, or both, such liability,
  if any, is expressly waived and released by each Participant and by any and
  all persons claiming under or through any Participant or any other person.
  Such waiver and release shall be conclusively evidenced by any act or
  participation in or the acceptance of benefits or the making of any election
  under this Plan.


	
 

	
 


	
10.07

	
Expenses.
  All expenses incurred in the administration of the Plan, whether incurred by
  the Company or the Plan, shall be paid by the Company.


	
 

	
 


	
10.08

	
Insolvency.
  Should the Company be considered insolvent, the Company, through its Board
  and chief executive officer, shall give immediate written notice of such to
  the Administrator of the Plan, if the Company is not the Administrator. Upon
  receipt of such notice, the Administrator shall cease to make any payments to
  Participants who were directors or their beneficiaries and shall hold any and
  all assets attributable to the Company for the benefit of the general
  creditors of the Company.





11.






	
 

	
 

	
 


	
10.09

	
Amendment
  and Termination.


	
 

	
 

	
 


	
 

	
(a)

	
Except as
  otherwise provided in this Section 10.09, the Board shall have the sole
  authority to modify, amend or terminate this Plan; provided, however, that
  any modification or termination of this Plan shall not reduce, without the
  consent of a Participant, a Participant’s right to any amounts already
  credited to his Account, or lengthen the time period for a payout from an
  established Account, on the day before the effective date of such
  modification or termination. Following such termination, payment of such
  credited amounts may be in a single sum payment if the Company so designates.
  Any such decision to pay in a single sum shall apply to all Participants.


	
 

	
 

	
 


	
 

	
(b)

	
Any funds
  remaining after the termination of the Plan, and satisfaction of all
  liabilities to Participants and others, shall be returned to the Company.


	
 

	
 

	
 


	
10.10

	
Company
  Determinations. Any determinations, actions or decisions of the Company
  (including but not limited to, Plan amendments and Plan termination) shall be
  made by the Board or a properly delegated committee thereof in accordance
  with its established procedures.


	
 

	
 

	
 


	
10.11

	
Construction.
  All questions of interpretation, construction or application arising under or
  concerning the terms of this Plan shall be decided by the Administrator, in
  its sole and final discretion, whose decision shall be final, binding and
  conclusive upon all persons.


	
 

	
 

	
 


	
10.12

	
Governing
  Law. This Plan shall be governed by, construed and administered in accordance
  with the laws of the State of Illinois, other than its laws respecting choice
  of law.


	
 

	
 

	
 


	
10.13

	
Headings.
  The Article headings contained herein are inserted only as a matter of
  convenience and for reference and in no way define, limit, enlarge or
  describe the scope or intent of this Plan, nor in any way shall they affect
  this Plan or the construction of any provision thereof.


	
 

	
 

	
 


	
10.14

	
Terms.
  Capitalized terms shall have meanings as defined herein. Singular nouns shall
  be read as plural, masculine pronouns shall be read as feminine, and vice
  versa, as appropriate.





12.