CENTRUE FINANCIAL CORPORATION. NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN

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.

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.

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.

3.01

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.

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.

(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 benefi