EXECUTIVE DEFERRED COMPENSATION PLAN

EXHIBIT 10.1

CENTRUE FINANCIAL CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN

          Centrue Financial Corporation (the “Company”), hereby adopts the Centrue Financial Corporation Executive Deferred Compensation Plan (the “Plan”), for the benefit of a select group of executives of the Company and its affiliated companies. The Plan is an unfunded arrangement for the benefit of executives. The Plan is effective as of January 1, 2008.

ARTICLE 1.
DEFINITIONS

1.01		Account. The bookkeeping accounts established for each Participant as provided in Section 5.01 hereof. As provided in Section 5.01, separate bookkeeping accounts shall be established for the Participant’s Deferrals, the “Deferral Account, and the Company Contributions made on behalf of a Participant, the Company Contributions Account.
1.02		Administrator. Such person or entity as determined by the Board, and in the absence of such determination, the Company.
1.03		Affiliate. A business entity that is either a wholly owned subsidiary of the Company, including not by way of limitation, the Bank, or considered to be under common control with the Company pursuant to the provisions of Code Sections 414(b), (c), (m) or (o) of the Code.
1.04		Bank. Centrue Bank.
1.05		Board. The Board of Directors of the Company.
1.06		Cause. An Executive’s termination of employment with the Company shall be considered to occur for Cause upon any of the following events:

(a)

the willful and continued failure by the Executive to perform substantially the Executive’s duties (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness or any such failure subsequent to the delivery to the Executive of a notice of intent to terminate the Executive’s employment without Cause or subsequent to the Executive’s delivery of a notice of the Executive’s intent to terminate employment for Constructive Discharge), and such willful and continued failure continues after a demand for substantial performance is delivered to the Executive that specifically identifies the manner in which the Executive has not substantially performed the Executive’s duties

	(b)		the Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (“FDIA”), or any other applicable state or federal law; or
	(c)		the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the business or reputation of the Company.

		For purposes of determining whether “Cause” exists, no act or failure to act on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, based upon the advice of counsel for the Employer or upon the instructions to the Executive by a more senior officer shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The Company must notify the Executive of any event constituting Cause within ninety (90) days following its knowledge of its existence or such event shall not constitute Cause under this Agreement.
1.07		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 fifty percent (50%) 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 sixty seven (67%) 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 fifty percent (50) 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.

1.08		Code. The Internal Revenue Code of 1986, as amended.
1.09		Company Contributions. The contributions to be credited to an Executive’s Plan accounts as described in Section 3.02 hereof.
1.10		Company Contribution Date. The last day of the Plan Year for which the Company Contribution is being made.
1.11		Compensation. The Executives annual base salary and annual incentive bonus.
1.12		Deferrals. The portion of the Compensation that a Participant elects to defer in accordance with Section 3.01 hereof.
1.13		Deferral Date. The date the Deferrals will be credited to the Executive’s Account, which date shall be the date it would otherwise have been payable to the Executive.
1.14		Deferral Election. The separate written agreement, submitted to the Administrator, by which an Executive elects to participate in the Plan and to make Deferrals.
1.15		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.
1.16		Effective Date. January 1, 2008.

1.17		Executive. An executive of the Company or an Affiliate selected by the Board to participate in the Plan.
1.18		Normal Retirement Date. The date on which the Executive attains age sixty-five (65) with five (5) or more years of service, as measured under the Company’s 401(k) plan, provided that the Executive has not incurred a Separation from Service prior to that date. For purposes of this Plan, years of service shall be measured in the same manner as they are measured under the Centrue Financial Corporation 401(k) and Profit Sharing Plan.
1.19		Participant. An Executive who is a Participant as provided in ARTICLE 2.
1.20		Plan Year. January 1 to December 31.
1.21		Separation from Service. The termination of the Executive’s employment with the Company and each of its Affiliates for reasons other than death or Disability. Whether a Separation from Service takes place is determined by the Company based on the facts and circumstances surrounding the termination of the Executive’s employment and whether the Company and the Executive intended for the Executive to provide significant services for the Company following such termination.

	(a)		A termination of employment will be presumed to constitute a Separation from Service if the Executive continues to provide services as an employee of the Bank in an annualized amount that is less than 20% of the services rendered, on average, during the immediately preceding three years of employment (or, if employed less than three years, such lesser period).
	(b)		The Executive will be presumed to have not incurred a Separation from Service if the Executive continues to provide services to the Bank in an annualized amount that is 50% or more of the services rendered, on average, during the immediately preceding three years of employment (or if employed less than three years, such lesser period).
	(c)		A Separation from Service will not have occurred if immediately following the Executive’s termination of employment, the Executive becomes an employee of any Affiliate of the Company, unless the services to be performed would be in amount that would result in the presumption that a Separation from Service had occurred.

1.22

Specified Employee. A key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Company if any stock of the Company is publicly traded on an established securities market or otherwise.

ARTICLE 2.
ELIGIBILITY AND PARTICIPATION

2.01		Eligible Executives. The Board shall determine in its sole discretion which executives of the Company and its Affiliates shall be eligible for participation in the Plan. In making this determination, the Board shall only permit participation in the Plan by an executive who are members of a select group of management or highly compensated employees who contribute materially to the continued growth, development, and future business success of the Company.
2.02		Commencement of Participation. Each Executive shall become a Participant in the Plan on the date the Executive’s Deferral Election first becomes effective.

	(a)		A Participant who is no longer an Executive 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 an Executive.
	(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.

2.03

Deferral Continuance upon Separation from Service. 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 Compensation 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.

ARTICLE 3.
CONTRIBUTIONS

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 Compensation from the Company or Affiliate 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 Affiliates as provided in ARTICLE 8.
	(b)		Each Executive shall deliver a Deferral Election to the Administrator before any Deferrals may become effective. Except with respect to the deferral of all or a portion of the Executive’s annual incentive bonus, 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. An Executive’s Deferral Election with respect to all or a portion of the Executive’s annual incentive bonus shall be void with respect to any Deferral unless submitted by June 30 of the Plan Year, provided that the annual incentive bonus relates to the Executive’s performance over a period not shorter than the Plan Year and further provided that the Board has established written performance goals with respect to the annual incentive program. Notwithstanding the foregoing, in the year in which an Executive is first eligible to participate, such Deferral Election shall be filed within thirty (30) days of the date on which an Executive is first eligible to participate, respectively, with respect to Compensation 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 Compensation 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 fifty percent (50%) of the Participant’s base salary and one hundred percent (100%) of the Participant’s annual incentive bonus.

3.02		Company Contributions. The Board may determine for any Plan Year that the Company will make matching contributions or a Company contribution on behalf of some or all Participants. The Board may make such determination at such time as during the Plan Year that it determines appropriate.
3.03		Time of Contributions. Deferrals shall be credited to the Account of the appropriate Participant as of the Deferral Date. Company Contributions shall be credited to the Account of the appropriate Participant as of Company Contribution Date.

ARTICLE 4.
VESTING

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. A Participant shall become one hundred percent (100%) vested in Company Contributions on the fifth (5th) anniversary of last day of the Plan Year in which the Company Contribution is credited to the Participant’s Account, provided that the Executive remains employed by the Company or an Affiliate through that date

(e.g., all Company contributions credited to a Participant’s Account for the 2008 Plan Year shall become vested on December 31, 2013), provided the Executive remains employed by the Company or an Affiliate through that date. Each Company Contribution will become vested separately. A Participant shall become one hundred percent (100%) upon a Change of Control of the Company, the Executive’s Normal Retirement Date or the Participant’s death, provided that the Participant is employed by the Company on the date of the Change of Control, Normal Retirement Date or the Participant’s death. Upon the Participant’s Separation from Service, the Participant shall forfeit all Company Contributions that have not yet become vested under this Section. Upon the Administrator’s determination that the Participant’s Separation from Service has occurred for Cause, the Participant shall forfeit the Participant’s entire Company Contributions Account, regardless of whether all or a portion of such Company Contributions had become vested under this Section. The Board may accelerate vesting in Company Contributions in its sole discretion.

ARTICLE 5.
ACCOUNTS

5.01		Accounts. The Administrator shall establish and maintain a bookkeeping account in the name of each Participant. The Participant’s Deferral Account shall be credited with Units, as defined in Section 5.02(a). To the extent that the Participant directs the investment of all or a portion of Participant’s Company Contribution Account in Units, such Company Contribution Account shall be credited with Units in the same manner as the Participant’s Deferral Account. The Company shall specify additional investment measures, which shall be credited or debited with investment gains and losses in the manner described in Section 5.02. 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 Deferral Account and the portion of the Participant’s Company Contribution Account which the Participant has directed to be invested in Units 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 Def