================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                                QUARTERLY REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                For the quarterly period ended September 30, 2008

                         Commission File Number: 0-28846


                          Centrue Financial Corporation
             (Exact name of Registrant as specified in its charter)


          Delaware                                          36-3145350
(State or other jurisdiction of                  (I.R.S. Employer Identification
 incorporation or organization)                               Number)


                 7700 Bonhomme Avenue, St. Louis, Missouri 63105
           (Address of principal executive offices including zip code)


                                 (314) 505-5500
              (Registrant's telephone number, including area code)


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 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                      Accelerated filer          [X]
Non-accelerated filer   [ ]                      Smaller reporting company  [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X].

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

           Class                          Shares outstanding at November 7, 2008
-----------------------------             --------------------------------------
Common Stock, Par Value $1.00                          6,028,491


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                          CENTRUE FINANCIAL CORPORATION
                                 FORM 10-Q INDEX
                               SEPTEMBER 30, 2008

                                                                            Page
                                                                            ----
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         o   Unaudited Consolidated Balance Sheets............................1

         o   Unaudited Consolidated Statements of Income and
                     Comprehensive Income ....................................2

         o   Unaudited Consolidated Statements of Cash Flows..................4

         o   Notes to Unaudited Consolidated Financial Statements.............5

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations.........................................18

Item 3.  Quantitative and Qualitative Disclosures
           About Market Risk.................................................36

Item 4.  Controls and Procedures ............................................37

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings...................................................38

Item 1A. Risk Factors........................................................38

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.........38

Item 3.  Defaults Upon Senior Securities.....................................38

Item 4.  Submission of Matters to a Vote of Security Holders.................38

Item 5.  Other Information...................................................38

Item 6.  Exhibits............................................................39

SIGNATURES...................................................................40






CENTRUE FINANCIAL CORPORATION
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNAUDITED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
------------------------------------------------------------------------------------------------------------

                                                                               September 30,    December 31,
                                                                                   2008            2007
                                                                               -------------   -------------
                                                                                         
ASSETS
     Cash and cash equivalents                                                 $      40,642   $      51,628
     Securities available-for-sale                                                   205,549         238,661
     Restricted securities                                                            10,411          10,670
     Loans                                                                           973,933         957,285
     Allowance for loan losses                                                       (11,461)        (10,755)
                                                                               -------------   -------------
         Net loans                                                                   962,472         946,530
     Cash value of life insurance                                                     27,662          26,895
     Mortgage servicing rights                                                         2,932           3,161
     Premises and equipment, net                                                      32,887          35,615
     Goodwill                                                                         24,494          25,498
     Intangible assets, net                                                            9,524          11,007
     Other real estate                                                                12,445           2,937
     Other assets                                                                     13,164          12,397
                                                                               -------------   -------------

         Total assets                                                          $   1,342,182   $   1,364,999
                                                                               =============   =============

LIABILITIES AND STOCKHOLDERS' EQUITY
     Liabilities
         Deposits
              Non-interest-bearing                                             $     106,863   $     114,360
              Interest-bearing                                                       901,862         918,662
                                                                               -------------   -------------
                  Total deposits                                                   1,008,725       1,033,022
         Federal funds purchased and securities sold
              under agreements to repurchase                                          32,697          44,937
         Federal Home Loan Bank advances                                             131,293         121,615
         Notes payable                                                                20,655          13,802
         Series B mandatory redeemable preferred stock                                   831             831
         Subordinated debentures                                                      20,620          20,620
         Other liabilities                                                             9,113          11,296
                                                                               -------------   -------------
              Total liabilities                                                    1,223,934       1,246,123
                                                                               -------------   -------------

     Commitments and contingent liabilities                                               --              --

     Stockholders' equity
         Series A convertible preferred stock (aggregate liquidation
              preference of 2,762)                                                       500             500
         Common stock, $1 par value, 15,000,000 shares authorized;
              7,453,555 and 7,438,110 shares issued at September 30, 2008
              and December 31, 2007                                                    7,454           7,438
         Surplus                                                                      71,435          70,901
         Retained earnings                                                            64,931          60,344
         Accumulated other comprehensive income (loss)                                (3,652)            939
                                                                               -------------   -------------
                                                                                     140,668         140,122
         Treasury stock, at cost 1,425,064 shares at September 30, 2008
              and 1,366,564 at December 31, 2007                                     (22,420)        (21,246)
                                                                               -------------   -------------
              Total stockholders' equity                                             118,248         118,876
                                                                               -------------   -------------

                  Total liabilities and stockholders' equity                   $   1,342,182   $   1,364,999
                                                                               =============   =============

See Accompanying Notes to Unaudited Financial Statements

------------------------------------------------------------------------------------------------------------


                                       1.




CENTRUE FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
(IN THOUSANDS, EXCEPT PER SHARE DATA)
--------------------------------------------------------------------------------------------------------------------

                                                                Three Months Ended            Nine Months Ended
                                                                   September 30,                September 30,
                                                           ---------------------------   ---------------------------
                                                               2008           2007           2008           2007
                                                           ------------   ------------   ------------   ------------
                                                                                            
Interest income
     Loans                                                 $     15,316   $     18,000   $     48,584   $     50,963
     Securities
         Taxable                                                  2,150          3,071          6,731          9,543
         Exempt from federal income taxes                           351            378          1,064          1,141
     Federal funds sold and other                                    14            112             94            380
                                                           ------------   ------------   ------------   ------------
         Total interest income                                   17,831         21,561         56,473         62,027

Interest expense
     Deposits                                                     6,225          9,734         21,591         27,994
     Federal funds purchased and securities
         sold under agreements to repurchase                        189            536            675          1,409
     Federal Home Loan Bank advances                                838            636          2,786          1,909
     Series B mandatory redeemable preferred                         12             12             37             37
     Subordinated debentures                                        322            395            956          1,293
     Notes payable                                                  263            164            739            487
                                                           ------------   ------------   ------------   ------------
         Total interest expense                                   7,849         11,477         26,784         33,129
                                                           ------------   ------------   ------------   ------------

Net interest income                                               9,982         10,084         29,689         28,898
Provision for loan losses                                         1,225             --          2,857            226
                                                           ------------   ------------   ------------   ------------
Net interest income after
     Provision for loan losses                                    8,757         10,084         26,832         28,672

Noninterest income
     Service charges                                              1,980          1,725          5,491          5,063
     Trust income                                                   176            243            661            704
     Mortgage banking income                                        349            399          1,184          1,282
     Brokerage commissions and fees                                  73            416            241            646
     Bank owned life insurance                                      260            252            767            740
     Securities gains (losses), net                                  --             --            848            (33)
     Gain on sale of OREO                                           122            459            360          1,047
     Gain (loss) on sale of other assets                            (33)            (4)         1,078             (4)
     Other income                                                   667            877          2,194          2,370
                                                           ------------   ------------   ------------   ------------
                                                                  3,594          4,367         12,824         11,815

Noninterest expenses
     Salaries and employee benefits                               3,554          3,891         12,876         14,183
     Occupancy                                                      761          1,028          2,718          2,988
     Furniture and equipment                                        649            616          2,055          1,938
     Marketing                                                      355            325            906            738
     Supplies and printing                                          101            137            331            474
     Telephone                                                      172            198            614            586
     Data Processing                                                378            308            912          1,167
     Amortization of intangible assets                              488            562          2,172          1,774
     Other expenses                                               1,664          1,566          5,075          4,577
                                                           ------------   ------------   ------------   ------------
                                                                  8,122          8,631         27,659         28,425

See Accompanying Notes to Unaudited Financial Statements

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                                       2.



CENTRUE FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
(IN THOUSANDS, EXCEPT PER SHARE DATA)
--------------------------------------------------------------------------------------------------------------------

                                                                Three Months Ended            Nine Months Ended
                                                                   September 30,                September 30,
                                                           ---------------------------   ---------------------------
                                                               2008           2007           2008           2007
                                                           ------------   ------------   ------------   ------------
                                                                                            
Income before income taxes                                        4,229          5,820         11,997         12,062
Income taxes                                                      1,430          1,982          4,048          3,819
                                                           ------------   ------------   ------------   ------------
         Net income                                        $      2,799   $      3,838   $      7,949   $      8,243
                                                           ============   ============   ============   ============

Preferred stock dividends                                            52             52            156            156
                                                           ------------   ------------   ------------   ------------
Net income for common stockholders                         $      2,747   $      3,786   $      7,793   $      8,087
                                                           ============   ============   ============   ============

Basic earnings per common share                            $       0.46   $       0.60   $       1.29   $       1.26
                                                           ============   ============   ============   ============
Diluted earnings per common share                          $       0.46   $       0.60   $       1.29   $       1.26
                                                           ============   ============   ============   ============

Total comprehensive income:
     Net income                                            $      2,799   $      3,838   $      7,949   $      8,243
     Change in unrealized gains (losses) on
         available for sale securities                             (514)         2,008         (7,495)           330
     Tax effect                                                    (199)           778         (2,904)           128
                                                           ------------   ------------   ------------   ------------

     Total comprehensive income (loss), net of tax                 (315)         1,230         (4,591)           202
                                                           ------------   ------------   ------------   ------------
     Total comprehensive income                            $      2,484   $      5,068   $      3,358   $      8,445
                                                           ============   ============   ============   ============

See Accompanying Notes to Unaudited Financial Statements

--------------------------------------------------------------------------------------------------------------------


                                       3.




CENTRUE FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007 (IN THOUSANDS)
-----------------------------------------------------------------------------------------------------

                                                                                Nine Months Ended
                                                                                 September 30,
                                                                          ---------------------------
                                                                              2008           2007
                                                                          ------------   ------------
                                                                                   
Cash flows from operating activities
     Net Income                                                           $      7,949   $      8,243
     Adjustments to reconcile net income to
     Net cash provided by operating activities
         Depreciation                                                            2,157          1,545
         Amortization of intangible assets                                       2,172          1,774
         Amortization of mortgage servicing rights, net                            370            287
         Amortization of bond premiums, net                                        386            152
         Share based compensation                                                  318             72
         Provision for loan losses                                               2,857            226
         Provision for deferred income taxes                                     5,113         (3,778)
         Earnings on bank-owned life insurance                                    (767)          (740)
         Securities losses/(gains), net                                           (848)            33
         (Gain) loss on sale of OREO                                              (360)        (1,047)
         (Gain) loss on sale of loans                                             (904)          (938)
         (Gain) on sale of branches                                             (1,107)            --
         Loss related to sale of Wealth Management                                 340             --
         Proceeds from sales of loans held for sale                             61,394         62,208
         Origination of loans held for sale                                    (60,907)       (65,246)
         Change in assets and liabilities
              (Increase) decrease in other assets                               (5,424)         5,058
              Increase (decrease) in other liabilities                             687          2,946
                                                                          ------------   ------------
                  Net cash provided by (used in) operating activities           13,426         10,795

Cash flows from investing activities
     Securities available-for-sale
         Proceeds from maturities and paydowns                                 113,170         35,636
         Proceeds from sales                                                       258          2,497
         Purchases                                                             (86,848)        (4,557)
     Net decrease (increase) in loans                                          (70,341)      (101,092)
     Purchase of premises and equipment                                           (202)        (1,925)
     Proceeds from sale of OREO                                                 10,408          6,386
     Purchase of Missouri Bank charter                                              --           (581)
     Sale of Branches, net of premium received                                 (19,498)            --
                                                                          ------------   ------------
              Net cash provided by (used in) investing activities              (53,053)       (63,636)

Cash flows from financing activities
     Net increase (decrease) in deposits                                        27,924         37,195
     Net increase (decrease) in federal funds purchased
      and securities sold under agreements to repurchase                       (12,240)        15,976
     Repayment of advances from the Federal Home Loan Bank                    (494,322)
     Proceeds from advances from the Federal Home Loan Bank                    504,000         17,577
     Payments on notes payable                                                  (3,397)          (368)
     Proceeds from notes payable                                                10,250          3,750
     Dividends on common stock                                                  (2,477)        (2,432)
     Dividends on preferred stock                                                 (156)          (156)
     Proceeds from exercise of stock options                                       233            358
     Purchase of treasury stock                                                 (1,174)        (4,246)
                                                                          ------------   ------------
              Net cash provided by (used in) financing activities               28,641         67,654
                                                                          ------------   ------------
Net increase (decrease) in cash and cash equivalents                           (10,986)        14,813

Cash and cash equivalents
     Beginning of period                                                        51,628         40,195
                                                                          ------------   ------------
     End of period                                                        $     40,642   $     55,008
                                                                          ============   ============

Supplemental disclosures of cash flow information
     Cash payments for
         Interest                                                         $     28,958   $     31,619
         Income taxes                                                            4,017            952
         Transfers from loans to other real estate owned                        19,709          7,900

See Accompanying Notes to Unaudited Financial Statements

-----------------------------------------------------------------------------------------------------


                                       4.


CENTRUE FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

Note 1.  Summary of Significant Accounting Policies

Centrue Financial Corporation (the "Company") is a bank holding company
organized under the laws of the State of Delaware. The Company provides a full
range of banking services to individual and corporate customers located in
markets extending from the far western and southern suburbs of the Chicago
metropolitan area across Central Illinois down to the metropolitan St. Louis
area. These services include demand, time, and savings deposits; lending;
mortgage banking; brokerage; asset management; and trust services. The Company
is subject to competition from other financial institutions and nonfinancial
institutions providing financial services. Additionally, the Company and its
subsidiary Centrue Bank (the "Bank") are subject to regulations of certain
regulatory agencies and undergo periodic examinations by those regulatory
agencies.

Basis of presentation
---------------------

The consolidated financial statements include the accounts of the Company and
Centrue Bank. Intercompany balances and transactions have been eliminated in
consolidation.

The accompanying unaudited interim consolidated financial statements of Centrue
Financial Corporation have been prepared in accordance with U.S. generally
accepted accounting principles and with the rules and regulations of the
Securities and Exchange Commission for interim financial reporting. Accordingly,
they do not include all of the information and footnotes required for complete
financial statements. In the opinion of management, all normal and recurring
adjustments which are necessary to fairly present the results for the interim
periods presented have been included. The preparation of financial statements
requires management to make estimates and assumptions that affect the recorded
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reported period. The allowance for loan losses,
carrying value of goodwill, value of mortgage servicing rights, deferred taxes,
and fair values of financial instruments are particularly subject to change.
Actual results could differ from those estimates. Certain 2007 amounts have been
reclassified to conform to the 2008 presentation.

Assets held in an agency or fiduciary capacity, other than trust cash on deposit
with Centrue Bank, are not assets of the Company and, accordingly, are not
included in the accompanying consolidated financial statements.

For further information with respect to significant accounting policies followed
by the Company in the preparation of its consolidated financial statements,
refer to the Company's Annual Report on Form 10-K for the year ended December
31, 2007. The annualized results of operations during the three and nine months
ended September 30, 2008 are not necessarily indicative of the results expected
for the year ending December 31, 2008. All financial information is in thousands
(000s), except shares and per share data.

--------------------------------------------------------------------------------

                                       5.


CENTRUE FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

Note 2.  Earnings Per Share

Basic earnings per share for the three and nine months ended September 30, 2008
and 2007 were computed by dividing net income by the weighted average number of
shares outstanding. Diluted earnings per share for the three and nine months
ended September 30, 2008 and 2007 were computed by dividing net income by the
weighted average number of shares outstanding, adjusted for the dilutive effect
of the stock options. Computations for basic and diluted earnings per share are
provided below:



                                                      Three Months Ended            Nine Months Ended
                                                         September 30,                September 30,
                                                 ---------------------------   ---------------------------
                                                     2008           2007           2008           2007
                                                 ------------   ------------   ------------   ------------
                                                                                  
Basic Earnings Per Common Share
   Net income for common shareholders            $      2,747   $      3,786   $      7,793   $      8,087
   Weighted average common shares outstanding           6,028          6,322          6,036          6,399
                                                 ------------   ------------   ------------   ------------
       Basic earnings per common share           $       0.46   $       0.60   $       1.29   $       1.26
                                                 ============   ============   ============   ============

Diluted Earnings Per Common Share
   Weighted average common shares outstanding           6,028          6,322          6,036          6,399
   Add: dilutive effect of assumed exercised
       stock options                                        2             36             15             34
                                                 ------------   ------------   ------------   ------------
   Weighted average common and dilutive
       potential shares outstanding                     6,030          6,358          6,051          6,433
                                                 ============   ============   ============   ============

       Diluted earnings per common share         $       0.46   $       0.60   $       1.29   $       1.26
                                                 ============   ============   ============   ============


There were approximately 611,738 and 244,200 options outstanding for the three
months ended September 30, 2008 and 2007, respectively that were not included in
the computation of diluted earnings per share. There were approximately 523,300
and 276,200 options outstanding for the nine months ended September 30, 2008 and
2007, respectively that were not included in the computation of diluted earnings
per share. These options were antidilutive since the exercise prices were
greater than the average market price of the common stock.

Note 3.  Securities

The primary strategic objective related to the Company's $215,960 investment
securities portfolio is to assist with liquidity and interest rate risk
management. Of the Company's securities, $205,549 are classified as
available-for-sale and are carried at fair value. The Company does not have any
securities classified as trading or held-to-maturity.

The following table describes the fair value, gross unrealized gains and losses
of securities available-for-sale at September 30, 2008 and December 31, 2007,
respectively:



                                                                      September 30, 2008
                                                 ---------------------------------------------------------
                                                                    Gross         Gross
                                                     Fair        Unrealized     Unrealized        % of
                                                     Value          Gains         Losses        Portfolio
                                                 ------------   ------------   ------------   ------------
                                                                                           
U.S. government agencies                         $     17,193   $        380   $         --            8.4%
States and political subdivisions                      39,911            515           (244)          19.4
Mortgage-backed  securities of U.S.
  government sponsored entities                       101,747            350           (401)          49.5
Collateralized mortgage obligations                    21,248             21           (493)          10.3
Equity securities                                       1,649            110            (12)           0.8
Investment in Trust Preferred instruments              21,910             --         (6,092)          10.7
Corporate                                               1,891             --            (96)           0.9
                                                 ------------   ------------   ------------   ------------
                                                 $    205,549   $      1,376   $     (7,338)         100.0%
                                                 ============   ============   ============   ============


--------------------------------------------------------------------------------

                                       6.


CENTRUE FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------



Note 3.  Securities (continued)

                                                                     December 31, 2007
                                                 ---------------------------------------------------------
                                                                    Gross         Gross
                                                     Fair        Unrealized     Unrealized        % of
                                                     Value          Gains         Losses        Portfolio
                                                 ------------   ------------   ------------   ------------
                                                                                          
U.S. government agencies                         $    103,624   $      1,415   $        (14)          43.5%
States and political subdivisions                      41,561            501            (13)          17.4
Mortgage-backed  securities  of U.S.
     government sponsored entities                     47,784            287           (106)          20.0
Collateralized mortgage obligations                    24,077             68           (100)          10.1
Equity securities                                       1,601            105             --            0.7
Investment in Trust Preferred instruments              17,273             --           (609)           7.2
Corporate                                               2,741              9            (10)           1.1
                                                 ------------   ------------   ------------   ------------
                                                 $    238,661   $      2,385   $       (852)         100.0%
                                                 ============   ============   ============   ============


Management does not believe any individual unrealized losses as of September 30,
2008, identified in the preceding tables represent other-than-temporary
impairment. These unrealized losses are primarily attributable to changes in the
interest rates, general market risk repricing, and illiquidity in the capital
markets. The Company has both the intent and ability to hold each of the
securities shown in the table for the time necessary to recover its amortized
cost. The unrealized loss on the available for sale securities is included, net
of tax, in other comprehensive income.

The Company also attempts to minimize any credit risk and avoid investments in
sophisticated and complex investment products. The Company does not hold any
securities containing sub-prime mortgages or Fannie Mae or Freddie Mac equities.

The amounts below include the activity related to security sales and calls. The
activity related to securities available-for-sale were as follows:



                                                     Three Months Ended             Nine Months Ended
                                                        September 30,                  September 30,
                                                 ---------------------------   ---------------------------
                                                     2008           2007           2008           2007
                                                 ------------   ------------   ------------   ------------
                                                                                  
Proceeds                                         $         --   $         --   $     83,897   $      2,497
Realized gains                                   $         --   $         --   $        848   $          4
Realized losses                                  $         --   $         --   $         --   $        (37)


All of the activity from the table above was related to calls of securities
during the nine month period ended September 30, 2008. The Company has not sold
any securities during the period ended September 30, 2008.

--------------------------------------------------------------------------------

                                       7.

CENTRUE FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

Note 4. Loans

The following table describes the composition of loans by major categories
outstanding as of September 30, 2008 and December 31, 2007, respectively:



                                                    September 30, 2008              December 31, 2007
                                                 ---------------------------   ---------------------------
                                                       $             %               $              %
                                                 ------------   ------------   ------------   ------------
                                                                                          
Commercial                                       $    158,180           16.3%  $    181,210           18.9%
Agricultural                                           14,667            1.5         21,861            2.3
Real estate:
   Commercial mortgages                               424,788           43.5        362,920           37.9
   Construction                                       167,530           17.2        159,274           16.6
   Agricultural                                        17,183            1.8         23,560            2.5
   1-4 family mortgages                               184,913           19.0        198,208           20.7
Installment                                             5,877            0.7          8,611            0.9
Other                                                     795            0.0          1,641            0.2
                                                 ------------   ------------   ------------   ------------
Total loans                                           973,933          100.0%       957,285          100.0%
                                                                =============                 ============
Allowance for loan losses                             (11,461)                      (10,755)
                                                 ------------                  ------------
   Loans, net                                    $    962,472                  $    946,530
                                                 ============                  ============


The following table presents data on impaired loans:                           September 30,  December 31,
                                                                                   2008           2007
                                                                               ------------   ------------
                                                                                        
 Impaired loans for which an allowance has been provided                       $     16,058   $      5,502
 Impaired loans for which no allowance has been provided                              1,273          5,923
                                                                               ------------   ------------
 Total loans determined to be impaired                                         $     17,330   $     11,425
                                                                               ============   ============
 Allowance for loan loss for impaired  loans included in the
 allowance for loan losses                                                     $      3,006   $      2,350
                                                                               ============   ============


In originating loans, the Company recognizes that credit losses will be
experienced and the risk of loss will vary with, among other things, current
economic conditions; the type of loan being made; the creditworthiness of the
borrower over the term of the loan; and in the case of a collateralized loan,
the quality of the collateral for such loan. The allowance for loan losses
represents the Company's estimate of the allowance necessary to provide for
probable incurred losses in the loan portfolio. In making this determination,
the Company analyzes the ultimate collectability of the loans in its portfolio;
incorporating feedback provided by internal loan staff; the independent loan
review function; and information provided by regulatory agencies.

The Company reported loans held for sale of $2,015 and $1,598 of September 30,
2008 and December 31, 2007 respectively.

The Company conducts a quarterly evaluation as to the adequacy of the allowance
for loan losses. Transactions in the allowance for loan losses for the three and
nine months ended September 30, 2008 and 2007 are summarized below:




                                                    Three Months Ended             Nine Months Ended
                                                        September 30,                 September 30,
                                                 ---------------------------   ---------------------------
                                                     2008           2007           2008           2007
                                                 ------------   ------------   ------------   ------------
                                                                                          
Beginning balance                                $     11,542   $     10,828   $     10,755   $     10,835
Charge-offs                                            (1,364)           (81)        (2,384)          (770)
Recoveries                                                 58            105            233            561
Provision for loan losses                               1,225             --          2,857            226
                                                 ------------   ------------   ------------   ------------
Ending balance                                   $     11,461   $     10,852   $     11,461   $     10,852
                                                 ============   ============   ============   ============
Period end total loans                           $    973,933   $    933,903   $    973,933   $    933,903
                                                 ============   ============   ============   ============
Average loans                                    $    987,758   $    921,608   $    999,848   $    887,477
                                                 ============   ============   ============   ============


--------------------------------------------------------------------------------

                                       8.


CENTRUE FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------



Note 4.  Loans (continued)
                                                     Three Months Ended             Nine Months Ended
                                                        September 30,                 September 30,
                                                 ---------------------------   ---------------------------
                                                     2008           2007           2008           2007
                                                 ------------   ------------   ------------   ------------
                                                                                          
Ratio of net charge-offs to average loans                0.13%          0.00%          0.22%          0.02%
Ratio of provision for loan losses to
   average loans                                         0.12           0.00           0.29           0.03
Ratio of allowance for loan losses
   to period end total loans                             1.18           1.16           1.18           1.16
Ratio of allowance for loan losses
   to total nonperforming loans                         91.78         194.72          91.78         194.72
Ratio of allowance for loan losses
   to average loans                                      1.16           1.18           1.15           1.22


Note 5.  Stock Option Plans

In 1999, the Company adopted the 1999 Option Plan. Under the 1999 Option Plan,
nonqualified options may be granted to employees and eligible directors of the
Company and its subsidiaries to purchase the Company's common stock at 100% of
the fair market value on the date the option is granted. The Company has
authorized 50,000 shares for issuance under the 1999 Option Plan. During 1999,
40,750 of these shares were granted and are 100% fully vested. The options have
an exercise period of ten years from the date of grant. There are 9,250 shares
available for grant under this plan.

In April 2003, the Company adopted the 2003 Option Plan. Under the 2003 Option
Plan, as amended on April 24, 2007, nonqualified options, incentive stock
options, restricted stock and/or stock appreciation rights may be granted to
employees and outside directors of the Company and its subsidiaries to purchase
the Company's common stock at an exercise price to be determined by the
Executive and Compensation committee. Pursuant to the 2003 Option Plan, as
amended on April 24, 2007, 570,000 shares of the Company's unissued common stock
have been reserved for issuance upon the exercise of options and rights granted
under the 2003 Option Plan. The options have an exercise period of ten years
from the date of grant. There are 209,000 shares remaining for grants under this
plan.

The Company's compensation committee awarded 5,000 restricted common stock
awards on November 14, 2006 which were available under the restricted stock
portion of the plan. The restricted shares were issued out of treasury shares
with an aggregate grant date fair value of $90. The awards were granted using
the fair value as the last sale price as quoted on the NASDAQ Stock Market on
the date of grant of $18.03. The awarded shares vest at a rate of 20% of the
initially awarded amount per year, beginning on the first anniversary date of
the award and are contingent upon continuous service by the recipient through
the vesting date. Currently, there are 1,000 shares of the restricted stock that
have vested.

--------------------------------------------------------------------------------

                                       9.


CENTRUE FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

Note 5.  Stock Option Plans (continued)

A summary of the status of the option plans as of September 30, 2008, and
changes during the period ended on those dates is presented below:



                                                                    September 30, 2008
                                                 ---------------------------------------------------------
                                                                                 Weighted-
                                                                  Weighted-      Average
                                                                  Average        Remaining     Aggregate
                                                                  Exercise      Contractual    Intrinsic
                                                    Shares         Price           Life          Value
                                                 ------------   ------------   ------------   ------------
                                                                                  

Outstanding at January 1, 2008                        574,024   $      18.71
Granted                                               138,000          17.96
Exercised                                             (15,445)         16.17
Forfeited                                             (38,460)         20.60
                                                 ------------   ------------
Outstanding at end of period                          658,119   $      18.72      4.8 years   $         58
                                                 ============   ============      =========   ============
Vested or expected to vest                            648,380   $      18.72      4.7 years   $         58
                                                 ============   ============      =========   ============
Options exercisable at period end                     453,919   $      18.74      4.3 years   $         58
                                                 ============   ============      =========   ============


Options outstanding at September 30, 2008 and December 31, 2007 were as follows:



                                                          Outstanding                  Exercisable
                                                 ---------------------------   ---------------------------
                                                                  Weighted-
                                                                   Average                       Weighted-
                                                                  Remaining                      Average
                                                                 Contractual                     Exercise
     Range of Exercise Prices                        Number         Life           Number         Price
--------------------------------------           ------------   ------------   ------------   ------------
                                                                                  
September 30, 2008:
   $   11.25  -   $   13.00                            46,381      1.8 years         46,381   $      11.60
       13.88  -       18.63                           257,938      4.8 years        164,938          16.40
       19.03  -       23.31                           353,800      5.3 years        242,600          21.70
                                                 ------------   ------------   ------------   ------------
                                                      658,119      4.8 years        453,919   $      18.74
                                                 ============   ============   ============   ============
December 31, 2007:
       11.25  -       13.00                            46,381      2.6 years         46,381          11.60
       13.88  -       18.63                           143,443      3.2 years        143,443          15.60
       19.03  -       23.31                           384,200      5.9 years        260,600          21.86
                                                 ------------   ------------   ------------   ------------
                                                      574,024      5.0 years        450,424   $      18.81
                                                 ============   ============   ============   ============


Information related to the stock option plan during the quarter ended September
30, 2008 and 2007 was as follows:

                                                 September 30,  September 30,
                                                    2008            2007
                                                 ------------   ------------
Intrinsic value of options exercised             $         --   $         12
Cash received from option exercises                        --             42
Tax benefit realized from option
exercises                                                  --             16

The compensation cost that has been charged against income for the stock options
portion of the Equity Incentive Plan was $304 and $72 for the nine months ended
September 30, 2008 and 2007. The compensation cost that has been charged against
income for the restricted stock portion of the Equity Incentive Plan was $14 and
$0 for the nine months ended September 30, 2008 and 2007.

--------------------------------------------------------------------------------

                                      10.


CENTRUE FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

Note 5.  Stock Option Plans (continued)

The fair value of each option award is estimated on the date of grant using a
closed form option valuation (Black-Scholes) model that uses the assumptions
noted in the table below. Expected volatilities are based on historical
volatilities of the Company's common stock. The Company uses historical data to
estimate option exercise and post-vesting termination behavior. (Employee and
management options are tracked separately.) The expected term of options granted
is based on historical data and represents the period of time that options
granted are expected to be outstanding, which takes into account that the
options are not transferable. The risk-free interest rate for the expected term
of the option is based on the U.S. Treasury yield curve in effect at the time of
the grant. During the period, there were no options granted.

                                                September 30,    December 31,
                                                     2008            2007
                                                 ------------   --------------
Fair value                                       $         --   $4.41  - 4.65
 Risk-free interest rate                                   --    4.06% - 4.95%
 Expected option life (years)                              --          6
 Expected stock price volatility                           --   23.33% - 23.67%
 Dividend yield                                            --     2.57 - 2.64%


Unrecognized stock option compensation expense related to unvested awards (net
of estimated forfeitures) for the remainder of 2008 and beyond is estimated as
follows:

                                                               Amount
                                                           ------------
October, 2008 - December, 2008                             $         48
2009                                                                172
2010                                                                172
2011                                                                160
2012                                                                104
2013                                                                  5
                                                           ------------
  Total                                                    $        661
                                                           ============

Note 6.  Contingent Liabilities and Other Matters

Neither the Company nor its subsidiary is involved in any pending legal
proceedings other than routine legal proceedings occurring in the normal course
of business, which, in the opinion of management, in the aggregate, are not
material to the Company's consolidated financial condition.

Note 7.  Business Acquisitions and Divestures

On March 28, 2008 the Company completed the sale of its Hanover and Elizabeth
branches to Apple River State Bank headquartered in Apple River, Illinois. Apple
River assumed approximately $22,700 in deposits and acquired $14,700 in loans,
and $401 in premises and equipment. The net gain on the sale was $482.

On June 6, 2008 the Company completed the sale of its Manlius and Tampico
branches to Peoples National Bank headquartered in Kewanee, Illinois. Peoples
National assumed approximately $29,500 in deposits and acquired $17,600 in
loans, and $214 in premises and equipment. The net gain on the sale was $629.

On August 29, 2008 the Company completed the sale of its Asset Management
product line to Vezzetti Capital Management. There was no gain or loss recorded
on this transaction.

On September 18, 2008 the Company completed the sale of its brokerage product
line. The net loss on sale was $29.

--------------------------------------------------------------------------------

                                      11.


CENTRUE FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

Note 8.  Segment Information

The Company utilizes a line of business ("LOB") reporting structure. The
reportable segments are determined by the products and services offered,
primarily distinguished between retail, commercial, treasury, wealth management,
and other operations. Loans, and deposits generate the revenues in the
commercial segments; deposits, loans, secondary mortgage sales and servicing
generates the revenue in the retail segment; investment income generates the
revenue in the treasury segment; brokerage, and trust services generate the
revenue in the wealth management segment and holding company services generate
revenue in the other operations segment. The "net allocations" line represents
the allocation of the costs that are overhead being spread to the specific
segments.

The accounting policies used with respect to segment reporting are the same as
those described in the summary of significant accounting policies as forth in
Note 1. Segment performance is evaluated using net income.




Information reported internally for performance assessment follows.

                                                                         Three Months Ended
                                                                         September 30, 2008
                                       ---------------------------------------------------------------------------------------
                                         Retail        Commercial      Treasury        Wealth         Other          Total
                                         Segment         Segment       Segment       Management     Operations      Company
                                       ------------   ------------   ------------   ------------   ------------   ------------
                                                                                                
Net interest income (loss)             $      3,437   $      6,596   $        815   $         (7)  $       (859)  $      9,982
Other revenue                                 2,834            259             --            219            282          3,594
Other expense                                 2,711            599             41            262          3,357          6,970
Noncash items
  Depreciation                                  369              2             --              2            291            664
  Provision for loan losses                      --          1,225             --             --             --          1,225
  Other intangibles                             458             --             --             30             --            488
Net allocations                                 436          2,669            360            182         (3,647)            --
Income tax expense                              758            779            137            (87)          (155)         1,430
  Segment profit (loss)                $      1,539   $      1,581   $        277   $       (177)  $       (421)  $      2,799

Goodwill                               $     11,926   $     12,405   $         --   $        163   $         --   $     24,494
Segment assets                         $    262,272   $    774,190   $    247,073   $        209   $     58,438   $  1,342,182



                                                                        Three Months Ended
                                                                         September 30, 2007
                                       ---------------------------------------------------------------------------------------
                                         Retail        Commercial      Treasury        Wealth         Other          Total
                                         Segment         Segment       Segment       Management     Operations      Company
                                       ------------   ------------   ------------   ------------   ------------   ------------
                                                                                                
Net interest income (loss)             $      3,080   $      6,686   $        496   $       (146)  $        (32)  $     10,084
Other revenue                                 2,319          1,004             --            664            381          4,368
Other expense                                 2,361            605             50            485          3,823          7,324
Noncash items
  Depreciation                                  423              4             --              3            315            745
  Provision for loan losses                      --             --             --             --             --             --
  Other intangibles                             560             --             --              2             --            562
Net allocations                                 662          2,861            409            207         (4,139)            --
Income tax expense                              460          1,393             12            (59)           176          1,982
  Segment profit (loss)                $        933   $      2,827   $         25   $       (120)  $        174   $      3,839

Goodwill                               $     11,863   $     12,339   $         --   $      1,201   $         --   $     25,403
Segment assets                         $    360,840   $    710,319   $    283,930   $      1,573   $      6,584   $  1,363,246



--------------------------------------------------------------------------------

                                      12.


CENTRUE FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------



Note 8.  Segment Information (continued)

                                                                         Nine Months Ended
                                                                         September 30, 2008
                                       ---------------------------------------------------------------------------------------
                                         Retail        Commercial      Treasury        Wealth         Other          Total
                                         Segment         Segment       Segment       Management     Operations      Company
                                       ------------   ------------   ------------   ------------   ------------   ------------
                                                                                                
Net interest income (loss)             $     10,286   $     20,045   $      1,780   $        351   $     (2,773)  $     29,689
Other revenue                                 9,267            893            848            907            909         12,824
Other expense                                 9,024          2,354            151            908         10,743         23,180
Noncash items
  Depreciation                                1,363              5             --              8            931          2,307
  Provision for loan losses                      --          2,857             --             --             --          2,857
  Other intangibles                           1,446             --             --            726             --          2,172
Net allocations                               1,266          8,670          1,153            584        (11,673)            --
Income tax expense                            2,130          2,327            437           (319)          (527)         4,048
  Segment profit (loss)                $      4,324   $      4,725   $        887   $       (649)  $     (1,338)  $      7,949

Goodwill                               $     11,926   $     12,405   $         --   $        163   $         --   $     24,494
Segment assets                         $    262,272   $    774,190   $    247,073   $        209   $     58,438   $  1,342,182



                                                                         Nine Months Ended
                                                                         September 30, 2007
                                       ---------------------------------------------------------------------------------------
                                         Retail        Commercial      Treasury        Wealth         Other          Total
                                         Segment         Segment       Segment       Management     Operations      Company
                                       ------------   ------------   ------------   ------------   ------------   ------------
                                                                                                
Net interest income (loss)             $     11,005   $     17,158   $      1,340   $        (52)  $       (553)  $     28,898
Other revenue                                 7,494          1,848            (26)         1,453          1,046         11,815
Other expense                                 8,727          2,283            164          1,283         11,850         24,307
Noncash items
  Depreciation                                1,373             12              1             12            946          2,344
  Provision for loan losses                     394           (168)            --             --             --            226
  Other intangibles                           1,769             --             --              5             --          1,774
Net allocations                               1,664          9,228          1,264            640        (12,796)            --
Income tax expense                            1,509          2,525            (38)          (178)             1          3,819
  Segment profit (loss)                $      3,063   $      5,126   $        (77)  $       (361)  $        492   $      8,243

Goodwill                               $     11,863   $     12,339   $         --   $      1,201   $         --   $     25,403
Segment assets                         $    360,840   $    710,319   $    283,930   $      1,573   $      6,584   $  1,363,246


Note 9.  Borrowed Funds and Debt Obligations

On March 31, 2008, the Company entered into a new loan agreement with Bank of
America which provides for up to an aggregate principal amount of $35,250 in
borrowings. The loan agreement consists of three credit facilities. The first
credit facility consists of a $25,000 secured revolving line of credit which
matures in December 2008. The second credit facility consists of a $250 secured
term facility, which will mature in March 2015. The third credit facility
consists of $10,000 in subordinated debt, which also matures in March 2015. The
interest rate on the term and subordinated debt credit facilities is three month
LIBOR plus 295 basis points. The interest rate on the revolving credit facility
is three month LIBOR plus 125 basis points. Repayment of each of the three
credit facilities is interest only on a quarterly basis, with the principal
amount of the loan due at maturity. The revolving and term credit facilities are
secured by a pledge of the stock of Centrue Bank. The subordinated debt credit
facility is unsecured and is intended to qualify as tier II capital for
regulatory purposes. The loan agreement contains customary covenants, including
but not limited to, Centrue Bank's maintenance of its status as
well-capitalized, minimum return on average assets on an annual basis of 0.50%,
maximum nonperforming assets to primary capital below 20%, and minimum loan loss
reserves to total loans of 1.00%. The Company is using these credit facilities
for general working capital purposes. The loan agreement contains no penalty for
early repayment of either the revolving credit facility or the subordinated debt
credit facility. As of September 30, 2008, the outstanding balance on these
lines is $19,865 and the company is in compliance with all covenants.

--------------------------------------------------------------------------------

                                      13.


CENTRUE FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

Note 10.  Fair Value

In September 2006, the FASB issued Statement No. 157, "Fair Value Measurements."
This Statement defines fair value, establishes a framework for measuring fair
value and expands disclosures about fair value measurements. This Statement
establishes a fair value hierarchy about the assumptions used to measure fair
value and clarifies assumptions about risk and the effect of a restriction on
the sale or use of an asset. The standard was effective for fiscal years
beginning after November 15, 2007. In February 2008, the FASB issued staff
position (FSP) 157-2, Effective Date of FASB Statement No. 157. This FSP delays
the effective date of FAS 157 for all non-financial assets and non-financial
liabilities, except those that are recognized or disclosed at fair value on a
recurring basis (at least annually) to fiscal years beginning after November 15,
2008 and interim periods within those fiscal years. In October, 2008 the FASB
issued staff position (FSP) 157-3, Determining the Fair Value of a Financial
Asset when the Market for that Asset is Not Active. This FSP clarifies the
definition of fair market value. The impact of adoption was not material.

Statement 157 establishes a fair value hierarchy which requires an entity to
maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. The standard describes three levels of inputs
that may be used to measure fair value:

         Level 1: Quoted prices (unadjusted) for identical assets or liabilities
         in active markets that the entity has the ability to access as of the
         measurement date.

         Level 2: Significant other observable inputs other than Level 1 prices
         such as quoted prices for similar assets or liabilities; quoted prices
         in markets that are not active; or other inputs that are observable or
         can be corroborated by observable market data.

         Level 3: Significant unobservable inputs to reflect a reporting
         entity's own assumptions about the assumptions that market participants
         would use to price and asset or liability.

The fair value of securities available for sale are determined by obtaining
quoted prices on nationally recognized securities exchanges (Level 1 inputs) or
matrix pricing, which is a mathematical technique widely used in the industry to
value debt securities without relying exclusively on quoted prices for the
specific securities but rather by relying on the securities' relationship to
other benchmark quoted securities (Level 2 inputs).

The Level 3 investments consist of Trust Preferred Securities which are issued
by financial institutions and insurance companies. Using previously priced Level
2 inputs, the decline in value in the level of observable inputs and market
activity in this class of investments by the measurement date has been
significant and resulted in unreliable external pricing. Broker pricing and
bid/ask spreads, when available, vary widely. The once active, allocated market
has become comparatively inactive.

The Bank has developed an internal model for pricing these securities.
Information such as historical and current performance of the underlying
collateral, deferral/default rates, collateral coverage ratios, break in yield
calculations, cash flow projections, liquidity and credit premiums required by a
market participant, and financial trend analysis with respect to the individual
issuing financial institutions and insurance companies, are utilized in
determining individual security valuations. Due to current market conditions as
well as the limited trading activity of these securities, the market value of
the securities is highly sensitive to assumption changes and market volatility.

Assets and liabilities measured at fair value on a recurring basis are
summarized below:

--------------------------------------------------------------------------------

                                      14.


CENTRUE FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------



Note 10.  Fair Value (continued)

                                                                      Fair Value measurements at
                                                                           September 30 Using
                                                                ------------------------------------------
                                                               Quoted Prices in  Significant
                                                                Active Markets     Other      Significant
                                                                For Identical    Observable   Unobservable
                                                 September 30,     Assets          Inputs        Inputs
                                                     2008         (Level 1)       (Level 2)     (Level 3)
                                                 ------------   ------------   ------------   ------------
                                                                                  
    Assets:
     Available-for-sale securities               $    205,549   $         --   $    183,639   $     21,910


The table below presents a reconciliation and income statement classification of
gains and losses for all assets measured at fair value on a recurring basis
using significant unobservable inputs (Level 3) for the nine months ended
September 30, 2008:



                                                                                               Securities
                                                                                              Available for
                                                                                                  Sale
                                                                                              ------------
                                                                                           
Beginning balance, January 1, 2008                                                            $         --
Total gains or losses (realized/unrealized) included in earnings
     Interest income on loans                                                                           --
     Interest income on securities                                                                      --
     Other changes in fair value                                                                        --
     Gains (losses) on sales of securities                                                              --
Included in other comprehensive income
     Purchases, issuances, and settlements                                                              --
     Transfers into Level 3                                                                   $    (21,910)


No changes in unrealized gains or losses were recorded through earnings for the
three and nine month periods ended September 30, 2008.

Assets and liabilities measured at fair value on a non-recurring basis are
summarized below:



                                                                      Fair Value measurements at
                                                                           September 30 Using
                                                                ------------------------------------------
                                                               Quoted Prices in  Significant
                                                                 Active Markets    Other      Significant
                                                                 For Identical   Observable   Unobservable
                                                 September 30,      Assets         Inputs        Inputs
                                                     2008         (Level 1)       (Level 2)     (Level 3)
                                                 ------------   ------------   ------------   ------------
                                                                                  
    Assets:
     Impaired loans                              $     13,052   $         --   $     13,052   $         --


Impaired loans, which are measured for impairment using the fair value of the
collateral for collateral dependent loans, had a carrying amount of $16,058 with
a valuation allowance of $3,006, resulting in an additional provision for loan
losses of $366 for the period. During the quarter the fair value of impaired
loans decreased by $7,718 as it was transferred to other owned real estate.

The majority of our impaired loans are collateralized by real estate. The
carrying value for these real estate secured impaired loans was based upon
information in independent appraisals obtained on the underlying collateral.

--------------------------------------------------------------------------------

                                      15.


CENTRUE FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

Note 11. Participation in the Treasury Capital Purchase Program

On October 3, 2008, Congress passed the Emergency Economic Stabilization Act of
2008 (EESA), which provides the U. S. Secretary of Treasury with broad authority
to implement certain actions to help restore stability and liquidity to U. S.
markets. One of the provisions resulting from the Act is the Treasury Capital
Purchase Program (CPP), which provides direct equity investment of perpetual
preferred stock by the Treasury in qualified financial institutions. The program
is voluntary and requires an institution to comply with a number of restrictions
and provisions, including limits on executive compensation, stock redemptions
and declaration of dividends. Applications must be submitted by November 14,
2008 and are subject to approval by the Treasury. The CPP provides for a minimum
investment of one percent of Risk-Weighted Assets, with a maximum investment
equal to the lesser of three percent of Total Risk-Weighted Assets. The
perpetual preferred stock investment will have a dividend rate of 5% per year,
until the fifth anniversary of the Treasury investment, and a dividend of 9%,
thereafter. The CPP also requires the Treasury to receive warrants for common
stock equal to 15% of the capital invested by the Treasury. The Company is
applying for participation in this program. Participation in the program is not
automatic and is subject to approval by the Treasury.

Note 12.  Recent Accounting Developments

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" ("SFAS 159"). SFAS 159 permits
entities to choose to measure many financial instruments and certain other items
at fair value. The objective of SFAS 159 is to improve financial reporting by
providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting principles. The new standard was
effective for the Company on January 1, 2008. The Company did not elect the fair
value option for any financial assets or financial liabilities as of January 1,
2008.

In January 2007, the FASB issued Derivatives Implementation Group Issue B40,
Application of Paragraph 13 (b) to Securitized Interests in Prepayable Financial
Assets (DIG Issue B40). DIG Issue B40 provides an exemption from the embedded
derivative test of paragraph 13 (b) of SFAS No. 133 for instruments that would
otherwise require bifurcation if the test is met solely because of a prepayment
feature included within the securitized interest and prepayment is not
controlled by the security holder. SFAS No. 155 and DIG Issue B40 did not have a
material impact on the Company's consolidated financial position or results of
operations.

In September 2006, the FASB Emerging Issues Task Force finalized Issue No. 06-4,
Accounting for Deferred Compensation and Postretirement Benefit Aspects of
Endorsement Split-Dollar Life Insurance Arrangements. This issue requires that a
liability be recorded during the service period when a split-dollar life
insurance agreement continues after participants' employment or retirement. The
required accrued liability will be based on either the post-employment benefit
cost for the continuing life insurance or based on the future death benefit
depending on contractual terms of the underlying agreement. This issue was
effective for fiscal years beginning after December 15, 2007. Due to the
adoption of this item, the Company recorded an entry of $730 to reduce the
beginning balance for retained earnings as of January 1, 2008.

On November 5, 2007, the SEC issued Staff Accounting Bulletin No. 109, Written
Loan Commitments Recorded at Fair Value through Earnings ("SAB 109").
Previously, SAB 105, Application of Accounting Principles to Loan Commitments,
stated that in measuring the fair value of a derivative loan commitment, a
company should not incorporate the expected net future cash flows related to the
associated servicing of the loan. SAB 109 supersedes SAB 105 and indicates that
the expected net future cash flows related to the associated servicing of the
loan should be included in measuring fair value for all written loan commitments
that are accounted for at fair value through earnings. SAB 105 also indicated
that internally-developed intangible assets should not be recorded as part of
the fair value of a derivative loan commitment, and SAB

--------------------------------------------------------------------------------

                                      16.


CENTRUE FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

Note 12.  Recent Accounting Developments (continued)

109 retains that view. SAB 109 was effective for derivative loan commitments
issued or modified in fiscal quarters beginning after December 15, 2007. The
impact of this standard was not material.

On March 19, 2008, the FASB issued FASB Statement No. 161, Disclosures about
Derivative Instruments and Hedging Activities (SFAS 161), which is intended to
improve financial reporting for derivative instruments and hedging activities.
Additional disclosures will be required that require disclosure of the fair
values of derivative instruments and their gains and losses in tabular format.
It also requires disclosure of derivatives features that are credit
risk-related. These changes will enable investors to better understand their
effects on an entity's financial position, financial performance and cash flows.
It was effective for financial statements for fiscal years and interim periods
beginning after November 15, 2008. The impact of this statement will not have a
material effect on the Company's consolidated financial statements.


--------------------------------------------------------------------------------

                                      17.


CENTRUE FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

Centrue Financial Corporation (the "Company") is a bank holding company
organized under the laws of the State of Delaware. The Company provides a full
range of products and services to individual and corporate customers extending
from the far western and southern suburbs of the Chicago metropolitan area
across Central Illinois down to the metropolitan St. Louis area. These products
and services include demand, time, and savings deposits; lending; mortgage
banking, brokerage, asset management, and trust services. The Company is subject
to competition from other financial institutions, including banks, thrifts and
credit unions, as well as nonfinancial institutions providing financial
services. Additionally, the Company and its subsidiary Centrue Bank (the "Bank")
are subject to regulations of certain regulatory agencies and undergo periodic
examinations by those regulatory agencies.

The following discussion provides an analysis of the Company's results of
operations and financial condition for the three and nine months ended September
30, 2008 as compared to the same period in 2007. In the opinion of management,
all normal and recurring adjustments which are necessary to fairly present the
results for the interim periods presented have been included. The preparation of
financial statements requires management to make estimates and assumptions that
affect the recorded amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates.

For further information with respect to significant accounting policies followed
by the Company in the preparation of its consolidated financial statements,
refer to the Company's Annual Report on Form 10-K for the year ended December
31, 2007. The annualized results of operations during the three and nine months
ended September 30, 2008 are not necessarily indicative of the results expected
for the year ending December 31, 2008. All financial information is in thousands
(000s), except shares and per share data.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. By their nature, changes in these assumptions and estimates
could significantly affect the Company's financial position or results of
operations. Actual results could differ from those estimates. Those critical
accounting policies that are of particular significance to the Company are
discussed in Note 1 of the Company's 2007 Annual Report on Form 10-K.

         Securities: Available-for-sale securities are those that the Company
intends to hold for an indefinite period of time, but not necessarily to
maturity. Any decision to sell a security classified as available-for-sale would
be based on various factors, including significant movements in interest rates,
changes in the maturity mix of the Company's assets and liabilities, liquidity
needs, regulatory capital considerations, and other similar factors. Securities
available-for-sale are carried at fair value with unrealized gains or losses,
net of the related deferred income tax effect, reported in other comprehensive
income. Declines in the fair value of securities below their cost that are other
than temporary are reflected as realized losses. In estimating
other-than-temporary losses, management considers: the length of time and extent
that fair value has been less than cost, the financial condition and near term
prospects of the issuer, and the Company's ability and intent to hold the
security for a period sufficient to allow for any anticipated recovery in fair
value. Securities are written down to fair value when a decline in fair value is
not temporary.

--------------------------------------------------------------------------------

                                      18.



CENTRUE FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

         Allowance for Loan Losses: The allowance for loan losses is a valuation
allowance for probable incurred credit losses, increased by the provision for
loan losses and decreased by charge-offs less recoveries. Management estimates
the allowance balance required based on past loan loss experience, the nature
and volume of the portfolio, information about specific borrower situations and
estimated collateral values, current economic conditions and other factors.
Allocations of the allowance may be made for specific loans, but the entire
allowance is available for any loan that, in management's judgment, should be
charged off. Loan losses are charged against the allowance when management
believes that the uncollectibility of a loan balance is confirmed.

         Goodwill and other intangible assets: Goodwill results from business
acquisitions and represents the excess of the purchase price over the fair value
of acquired tangible assets and liabilities and identifiable intangible assets.
Goodwill is assessed at least annually for impairment and any such impairment
will be recognized in the period identified. Other intangible assets consist of
core deposit and acquired customer relationship intangible assets arising from
whole bank, and branch company acquisitions. They are initially measured at fair
value and then are amortized over their estimated useful lives, which is ten
years.

         Income taxes: Deferred tax assets and liabilities are recognized for
temporary differences between the financial reporting basis and the tax basis of
the Company's assets and liabilities. Deferred taxes are recognized for the
estimated taxes ultimately payable or recoverable based on enacted tax laws.
Changes in enacted tax rates and laws are reflected in the financial statements
in the periods they occur.

General

Third Quarter 2008 Highlights:

o        Risk-based capital and tier-1 leverage ratios were at 11.70% and 8.30%,
         respectively, up from 11.17% and 7.93% that was reported at June 30,
         2008.

o        The net interest margin increased 3 basis points to its highest level
         in four quarters largely due to the prudent management of funding
         costs. The margin was reported at 3.37% as compared to 3.34% recorded
         in the second quarter 2008 and increased 12 basis points from 3.25%
         reported in the first quarter 2008.

o        The efficiency ratio dropped to its lowest level in 16 quarters as it
         improved to 58.85%, a decrease from 59.42% recorded in the third
         quarter 2007 and 64.76% reported in the second quarter 2008.

o        The loan portfolio increased $16,600 or 1.7% from year-end 2007.
         Excluding $32,300 in loans related to branch sales recorded in the
         first and second quarters of 2008, loans grew $48,900 or 5.1% since
         year-end 2007.

o        As part of an ongoing effort to redeploy capital to more profitable
         business units, the Company completed the sale of asset management and
         the brokerage business units. We anticipate completing the sale of the
         Trust product line during the fourth quarter.

o        Nonperforming assets remained relatively stable from June 30 levels,
         marginally increasing from $24,100 or 1.76% of assets recorded at June
         30, 2008 to $24,900 or 1.87% of assets at quarter end.

--------------------------------------------------------------------------------

                                      19.



CENTRUE FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

Results of Operations

     Net Income

Net Income for the third quarter ended September 30, 2008 equaled $2,799 or
$0.46 per diluted share. Comparatively, net income was $2,705 or $0.44 per
diluted share for the second quarter of 2008 and $3,838 or $0.60 per diluted
share in the third quarter of 2007. This represents an increase of 4.5% in
diluted earnings per share over second quarter 2008 results and a decrease of
23.3% in diluted earnings per share in comparison to third quarter 2007 results.
The decrease, when compared to third quarter 2007, was primarily related to $591
($362, net of tax) in nonrecurring income and no recorded provision to the
allowance for loan losses in the third quarter 2007.

For the nine months ended September 30, 2008, net income equaled $7,949 or $1.29
per diluted share as compared to $8,243 or $1.26 per diluted share in the same
period during 2007. This represents an increase of 2.4% in diluted earnings per
share.

Return on average assets was 0.83% for the third quarter of 2008 compared to
1.13% for the same period in 2007. Return on average assets was 0.78% for the
nine month period ended September 30, 2008 compared to 0.83% for the same period
in 2007.

Return on average stockholders' equity was 9.64% for the third quarter of 2008
compared to 12.78% for the same period 2008. Return on average stockholder's
equity was 9.04% for the nine month period ended September 30, 2008 compared to
9.29% for the same period in 2007.

     Net Interest Income/ Margin

The Company's net interest income is affected by changes in the amount and mix
of interest-earning assets and interest-bearing liabilities, referred to as
"volume change." It is also affected by changes in yields earned on
interest-earning assets and rates paid on interest-bearing deposits and other
borrowed funds referred to as "rate change." The following table details each
category of average amounts outstanding for interest-earning assets and
interest-bearing liabilities, average rate earned on all interest-earning
assets, average rate paid on all interest-bearing liabilities and the net yield
on average interest-earning assets. In addition, the table reflects the changes
in net interest income stemming from changes in interest rates and from asset
and liability volume, including mix. The change in interest attributable to both
rate and volume has been allocated to the changes in the rate and the volume on
a pro rata basis.

Fully tax equivalent net interest income for the three months ended September
30, 2008 decreased 0.9% to $10,225 as compared $10,315 for the same period in
2007. The deterioration of net interest income was due to the decline in the net
interest margin.

The net interest margin, on a tax equivalent basis, was 3.37% for the third
quarter of 2008 as compared to 3.40% for the same period in 2007. The decline in
the net interest margin was related to the Company's asset-sensitivity and the
open market interest rate environment.

Between late September 2007 and May 2008, the Federal Open Market Committee
(FOMC) reduced rates seven times for a cumulative reduction of 325 basis points.
With most of the Company's floating rate loans repricing within 30 days of a
rate change, loan yields began to reflect the downward pricing beginning in the
fourth quarter of 2007 and continued through the first six months of 2008.

--------------------------------------------------------------------------------

                                      20.



CENTRUE FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

Most of the corresponding decreases in funding costs did not begin until the
first quarter of 2008. However, funding costs typically take 90 to 120 days to
reprice. Thus, funding costs continued to lag loan repricing for most of the
second quarter of 2008, as market interest rates stabilized. The disparity
between repricing of loans and the repricing of funding costs narrowed
substantially during the third quarter. Management anticipates that the FOMC's
50-basis-point rate reduction on October 8, and potential further rate cuts,
will continue to compress the margin.

Fully tax equivalent net interest income for the nine months ended September 30,
2008 increased 2.8% to $30,444 as compared to $29,628 for the same period in
2007. Net interest income increased largely due to strong growth in average
earning assets and decreases in rates paid on interest-bearing funding which
dropped in response to the current rate environment.

--------------------------------------------------------------------------------

                                      21.


CENTRUE FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------



                                                        AVERAGE BALANCE SHEET
                                                 AND ANALYIS OF NET INTEREST INCOME

                                               For the Three Months Ended September 30,
                                 --------------------------------------------------------------
                                                 2008                            2007
                                 -----------------------------    -----------------------------
                                               Interest                         Interest                    Change Due To:
                                   Average     Income/   Average    Average     Income/   Average  -------------------------------
                                   Balance     Expense    Rate      Balance     Expense    Rate    Volume       Rate        Net
                                 ----------    --------   ----    ----------    --------   ----    -------    --------    --------
                                                                                               
ASSETS

Interest-earning assets
  Interest-earning deposits      $    2,179    $      2   0.37%   $      751    $      6   3.11%   $     4    $     (8)   $     (4)
  Securities
       Taxable                      179,204       2,134   4.75       232,740       3,084   5.26       (720)       (230)       (950)
       Non-taxable                   38,882         548   5.61        40,830         560   5.44        (30)         18         (12)
                                 ----------    --------   ----    ----------    --------   ----    -------    --------    --------
        Total securities
         (tax equivalent)           218,086       2,682   4.89       273,570       3,644   5.28       (750)       (212)       (962)
                                 ----------    --------   ----    ----------    --------   ----    -------    --------    --------

  Federal funds sold                    769          12   6.21         8,140         106   5.16       (113)         19         (94)
                                 ----------    --------   ----    ----------    --------   ----    -------    --------    --------
  Loans
       Commercial                   181,255       2,749   6.03       173,798       3,571   8.15         49        (871)       (822)
       Real estate                  797,900      12,478   6.22       737,008      14,242   7.66        834      (2,598)     (1,764)
       Installment
         and other                    7,841         151   7.67        10,801         223   8.20        (78)          6         (72)
                                 ----------    --------   ----    ----------    --------   ----    -------    --------    --------
        Gross loans
         (tax equivalent)           986,996      15,378   6.20       921,607      18,036   7.76        805      (3,463)     (2,658)
                                 ----------    --------   ----    ----------    --------   ----    -------    --------    --------
            Total interest-
              earnings assets     1,208,030      18,074   5.95     1,204,068      21,792   7.18        (54)     (3,664)     (3,718)
                                 ----------    --------   ----    ----------    --------   ----    -------    --------    --------
Noninterest-earning assets
  Cash and cash equivalents          26,357                           34,749
  Premises and equipment, net        33,472                           35,978
  Other assets                       69,965                           73,592
                                 ----------                       ----------

    Total nonearning assets         129,794                          144,319

        Total assets             $1,337,824                       $1,348,387
                                 ==========                       ==========

LIABILITIES & STOCKHOLDERS' EQUITY

Interest-bearing liabilities
  NOW accounts                   $  104,196    $    274   1.04    $  107,173    $    409   1.51         (5)       (130)       (135)
  Money market accounts             155,965         886   2.26       123,762       1,230   3.94        298        (642)       (344)
  Savings deposits                   86,303          59   0.27        94,065         153   0.65         (8)        (86)        (94)
  Time deposits                     543,434       5,006   3.67       636,757       7,942   4.95       (962)     (1,973)     (2,935)
  Federal funds purchased
    and repurchase
    agreements                       42,482         189   1.76        48,494         536   4.39        (37)       (311)       (348)
  Advances from FHLB                123,862         838   2.69        57,792         636   4.37        533        (331)        202
  Notes payable                      42,218         597   5.63        32,714         571   6.92        126        (100)         26
                                 ----------    --------   ----    ----------    --------   ----    -------    --------    --------
    Total interest-
       bearing
       liabilities                1,098,460       7,849   2.84     1,100,757      11,477   4.14        (55)     (3,573)     (3,628)
                                 ----------    --------   ----    ----------    --------   ----    -------    --------    --------
Noninterest-bearing
 liabilities
  Noninterest-bearing deposits      113,282                          116,705
  Other liabilities                  10,561                           11,804
                                 ----------                       ----------
    Total noninterest-
       bearing
       liabilities                  123,843                          128,509
                                 ----------                       ----------
  Stockholders' equity              115,521                          119,121
                                 ----------                       ----------
  Total liabilities and
    stockholders' equity         $1,337,824                       $1,348,387
                                 ==========                       ==========
  Net interest income
    (tax equivalent)                           $ 10,225                         $ 10,315           $     1    $    (91)   $    (90)
                                               ========                         ========           =======    ========    ========
  Net interest income
    (tax equivalent)
     to total earning
     assets                                               3.37%                            3.40%
                                                          ====                             ====
  Interest-bearing
    liabilities to
    earning assets                    90.93%                           91.42%
                                 ==========                       ==========


(1)  Average balance and average rate on securities classified as
     available-for-sale is based on historical amortized cost balances.
(2)  Interest income and average rate on non-taxable securities are reflected on
     a tax equivalent basis based upon a statutory federal income tax rate of
     34%.
(3)  Nonaccrual loans are included in the average balances; overdraft loans are
     excluded in the balances.
(4)  Loan fees are included in the specific loan category.

--------------------------------------------------------------------------------

                                      22.


CENTRUE FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------



                                                        AVERAGE BALANCE SHEET
                                                 AND ANALYIS OF NET INTEREST INCOME

                                               For the Nine  Months Ended September 30,
                                 --------------------------------------------------------------
                                                 2008                            2007
                                 -----------------------------    -----------------------------
                                               Interest                         Interest                    Change Due To:
                                   Average     Income/   Average    Average     Income/   Average  -------------------------------
                                   Balance     Expense    Rate      Balance     Expense    Rate    Volume       Rate        Net
                                 ----------    --------   ----    ----------    --------   ----    -------    --------    --------
                                                                                               
ASSETS

Interest-earning assets
  Interest-earning deposits      $    2,668    $     11   0.55%   $    2,339    $     27   1.56%   $     1    $    (17)   $    (16)
  Securities
       Taxable                      183,117       6,666   4.88       243,102       9,584   5.27     (2,325)       (593)     (2,918)
       Non-taxable                   39,134       1,677   5.72        40,936       1,687   5.51        (85)         75         (10)
                                 ----------    --------   ----    ----------    --------   ----    -------    --------    --------
         Total securities
          (tax equivalent)          222,251       8,343   5.01       284,038      11,271   5.31     (2,410)       (518)     (2,928)
                                 ----------    --------   ----    ----------    --------   ----    -------    --------    --------
  Federal funds sold                  2,543          83   4.34         9,048         353   5.22       (225)        (45)       (270)
                                 ----------    --------   ----    ----------    --------   ----    -------    --------    --------
  Loans
       Commercial                   201,767       9,613   6.36       177,030      10,830   8.18      1,022      (2,239)     (1,217)
       Real estate                  787,267      38,681   6.56       698,895      39,535   7.56      4,158      (5,012)       (854)
       Installment
         and other                    9,851         497   6.74        11,553         741   8.57       (262)         18        (244)
                                 ----------    --------   ----    ----------    --------   ----    -------    --------    --------
        Gross loans
         (tax equivalent)           998,885      48,791   6.52       887,478      51,106   7.70      4,918      (7,233)     (2,315)
                                 ----------    --------   ----    ----------    --------   ----    -------    --------    --------
            Total interest-
             earnings assets      1,226,347      57,228   6.23     1,182,903      62,757   7.09      2,284      (7,813)     (5,529)
                                 ----------    --------   ----    ----------    --------   ----    -------    --------    --------
Noninterest-earning assets
  Cash and cash equivalents          29,708                           31,618
  Premises and equipment, net        34,442                           35,739
  Other assets                       69,216                           74,181
                                 ----------                       ----------

       Total nonearning assets      133,366                          141,538

           Total assets          $1,359,713                       $1,324,441
                                 ==========                       ==========


LIABILITIES & STOCKHOLDERS' EQUITY

Interest-bearing liabilities
  NOW accounts                   $  107,722    $    968   1.20    $  105,151    $  1,305   1.66    $    44    $   (381)   $   (337)
  Money market accounts             159,126       3,313   2.78       120,846       3,347   3.70        973      (1,007)        (34)
  Savings deposits                   88,870         262   0.39        99,352         507   0.68        (39)       (206)       (245)
  Time deposits                     555,681      17,048   4.10       613,642      22,835   4.98     (1,758)     (4,029)     (5,787)
  Federal funds purchased
    and repurchase
    agreements                       44,087         675   2.04        41,898       1,409   4.50          7        (741)       (734)
  Advances from FHLB                118,772       2,786   3.13        58,905       1,909   4.33      1,564        (687)        877
  Notes payable                      40,870       1,732   5.66        31,841       1,817   7.63        540        (625)        (85)
                                 ----------    --------   ----    ----------    --------   ----    -------    --------    --------
       Total interest-
         bearing
         liabilities              1,115,128      26,784   3.21     1,071,635      33,129   4.13      1,331      (7,676)     (6,345)
                                 ----------    --------   ----    ----------    --------   ----    -------    --------    --------
Noninterest-bearing
 liabilities
  Noninterest-bearing deposits      116,220                          122,957
  Other liabilities                  10,882                           11,277
                                 ----------                       ----------
       Total noninterest-
         bearing
         liabilities                127,102                          134,234
                                 ----------                       ----------
  Stockholders' equity              117,483                          118,572
                                 ----------                       ----------
  Total liabilities and
    stockholders' equity         $1,359,713                       $1,324,441
                                 ==========                       ==========

  Net interest income
    (tax equivalent)                           $ 30,444                         $ 29,628           $   953    $   (137)   $    816
                                               ========                         ========           =======    ========    ========
  Net interest income
    (tax equivalent)
     to total earning
    assets                                                3.32%                            3.35%
                                                          ====                             ====
  Interest-bearing
    liabilities to
    earning assets                    90.93%                           90.59%
                                 ==========                       ==========


(1)  Average balance and average rate on securities classified as
     available-for-sale is based on historical amortized cost balances.
(2)  Interest income and average rate on non-taxable securities are reflected on
     a tax equivalent basis based upon a statutory federal income tax rate of
     34%.
(3)  Nonaccrual loans are included in the balances; Overdraft loans are excluded
     in the balances.
(4)  Loan fees are included in the specific loan category.

--------------------------------------------------------------------------------

                                      23.


CENTRUE FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

    Provision for Loan Losses

The amount of the provision for loan losses is based on management's evaluations
of the loan portfolio, with particular attention directed toward nonperforming,
impaired and other potential problem loans. During these evaluations,
consideration is also given to such factors as management's evaluation of
specific loans, the level and composition of impaired loans, other nonperforming
loans, other identified potential problem loans, historical loss experience,
results of examinations by regulatory agencies, results of the independent asset
quality review process, the market value of collateral, the estimate of
discounted cash flows, the strength and availability of guarantees,
concentrations of credits and various other factors, including concentration of
credit risk in various industries and current economic conditions.

Credit quality performance in the third quarter was generally consistent with
management's expectations, reflecting the negative impact of the continued
economic weakness across our markets. These economic factors influenced the
performance of net charge-offs and non-accrual loans, as well as an expected
commensurate increase in the provision that increased our allowance for loan
losses.

Due largely to the deterioration of the overall economic conditions and workout
activities on previously identified relationships (see "Nonperforming Asset"
section for further discussion), the Company recorded a $1,225 provision for
loan losses versus no provision in the same quarter of 2007. For the nine months
ended September 30, 2008, the Company recorded a $2,857 provision for loan
losses as compared to recognizing a provision of $226 in the 2007 period.

The following factors have impacted 2008 provision levels:

     o   growth in loan portfolio;

     o   increase in action list loans since year-end;

     o   identifying and addressing problem credits based on the recent
         deteriorating economic conditions.

Net charge-offs for the third quarter 2008 were $1,306 or 0.13% of average loans
as compared to $545 or 0.05% reported in the second quarter 2008 and $(24) in
net charge-offs reported in the third quarter 2007. Net charge-offs for the nine
months ended September 30, 2008 were $2,151 or 0.22% of average loans as
compared to $209 or 0.02% of average loans for the comparable period in 2007.

Management remains watchful of credit quality issues. Should the economic
climate deteriorate from current levels, borrowers may experience difficulty,
and the level of nonperforming loans, charge-offs and delinquencies could rise
and require further increases in the provision. See "Nonperforming Assets" and
"Other Potential Problem Loans" for further information.

--------------------------------------------------------------------------------

                                      24.


CENTRUE FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

     Noninterest Income

Noninterest income consists of a wide variety of fee-based revenues from
bank-related service charges on deposits and mortgage revenues. Also included in
this category are revenues generated by the Company's brokerage, trust and asset
management services as well as increases in cash surrender value on bank-owned
life insurance. The following table summarizes the Company's noninterest income:



                                                      Three Months Ended            Nine Months Ended
                                                        September 30,                 September 30,
                                                 ---------------------------   ---------------------------
                                                     2008           2007           2008           2007
                                                 ------------   ------------   ------------   ------------
                                                                                         
Service charges                                         1,980          1,725          5,491          5,063
Trust income                                              176            243            661            704
Mortgage banking income                                   349            399          1,184          1,282
Brokerage commissions and fees                             73            416            241            646
Bank owned life insurance (BOLI)                          260            252            767            740
Securities gains (losses), net                             --             --            848            (33)
Gain on sale of OREO                                      122            459            360          1,047
Gain (loss) on sale of Other Assets                       (33)            (4)         1,078             (4)
Other income                                              667            877          2,194          2,370
                                                 ------------   ------------   ------------   ------------
  Total noninterest income                       $      3,594   $      4,367   $     12,824   $     11,815
                                                 ============   ============   ============   ============


Noninterest income decreased $773 during the third quarter 2008 to $3,594 as
compared to $4,367 for the same period in 2007. Excluding $89 in net gains on
sale of assets and OREO properties from the third quarter 2008 and $774 in OREO
gains and gross fees generated from one U.S. Internal Revenue Code Section 1031
exchange brokerage transaction from the third quarter 2007, noninterest income
decreased $88 or 2.5%. The decrease was primarily the result of a volume related
reduction in revenue generated from the mortgage banking division and the sale
of the trust and brokerage business lines. These decreases were partially offset
by an improvement in overdraft fees received on customer accounts with
insufficient funds.

Noninterest income totaled $12,824 for the nine months ended September 30, 2008,
compared to $11,815 for the same period in 2007. Excluding all net gains on sale
of assets, OREO, and net securities gains for both periods, noninterest income
decreased $267 or 2.3%. The change for the nine months ended September 30, 2008
was largely reflective of the same reasons discussed for the third quarter.

         Noninterest Expense

Noninterest expense is comprised primarily of compensation and employee
benefits, occupancy and other operating expense. The following table summarizes
the Company's noninterest expense:



                                                      Three Months Ended            Nine Months Ended
                                                        September 30,                 September 30,
                                                 ---------------------------   ---------------------------
                                                     2008           2007           2008           2007
                                                 ------------   ------------   ------------   ------------
                                                                                  
Salaries and employee benefits                   $      3,554   $      3,891   $     12,876   $     14,183
Occupancy expense, net                                    761          1,028          2,718          2,988
Furniture and equipment expense                           649            616          2,055          1,938
Marketing                                                 355            325            906            738
Supplies and printing                                     101            137            331            474
Telephone                                                 172            198            614            586
Data processing                                           378            308            912          1,167
Amortization of intangible assets                         488            562          2,172          1,774
Other expenses                                          1,664          1,566          5,075          4,577
                                                 ------------   ------------   ------------   ------------
  Total noninterest expense                      $      8,122   $      8,631   $     27,659   $     28,425
                                                 ============   ============   ============   ============


--------------------------------------------------------------------------------

                                      25.


CENTRUE FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

Noninterest expense decreased $509 to $8,122 for the three months ended
September 30, 2008 as compared to $8,631 for the same period in 2007. Excluding
nonrecurring reductions of $376 in 2008 and an increase of $19 in 2007,
noninterest expense levels decreased $105 or 1.2%. The decrease was reported
across most categories and was predominantly due to the impact of selling four
branches during 2008 which lead to reductions in the number of full-time
equivalent employees, occupancy, telephone and data line expense.

Noninterest expense totaled $27,659 for the nine months ended September 30,
2008, decreasing by $766 or 2.7% from the same period in 2007. Excluding
nonrecurring charges of $1,373 for 2008 and $819 for 2007, noninterest expense
levels decreased $1,320 or 4.8% for the first nine months of 2008 as compared to
2007. The change for the nine months ended September 30, 2008 was largely
reflective of the same reasons discussed for the third quarter.

         Applicable Income Taxes

Income tax expense for the periods included benefits for tax-exempt income,
tax-advantaged investments and general business tax credits offset by the effect
of nondeductible expenses. The following table shows the Company's income before
income taxes, as well as applicable income taxes and the effective tax rate for
the three and nine months ended September 30, 2008 and 2007.



                                                     Three Months Ended             Nine Months Ended
                                                        September 30,                 September 30,
                                                 ---------------------------   ---------------------------
                                                     2008           2007           2008           2007
                                                 ------------   ------------   ------------   ------------
                                                                                  
Income before income taxes                       $      4,229   $      5,820   $     11,997   $     12,062
Applicable income taxes                                 1,430          1,982          4,048          3,819
Effective tax rates                                      33.8%          34.1%          33.7%          31.7%


The Company recorded an income tax expense of $1,430 and $1,982 for the three
months ended September 30, 2008 and 2007, respectively. Effective tax rates
equaled 33.8% and 34.1% respectively, for such periods. The Company recorded
income tax expense of $4,048 and $3,819 for the nine months ended September 30,
2008 and 2007, respectively. Effective tax rates equaled 33.7% and 31.7%
respectively, for such periods.

The Company's effective tax rate was lower than statutory rates due to several
factors. First, the Company derives interest income from municipal securities
and loans, which are exempt from federal tax and certain U. S. government agency
securities, which are exempt from state tax. Also, the Company derives income
from bank owned life insurance policies, which is exempt from federal and state
tax. The increase in the effective tax rates over the prior year is driven by
the higher pretax income and a decline in tax-exempt interest leading to higher
federal taxes. In regard to the increased state tax expense, the growth in the
Missouri branch and the changes in the Illinois tax code regarding apportionment
rules resulted in higher state taxes for the applicable states.

Earnings Review by Business Segment

The Company's internal reporting and planning process focuses on four primary
lines of business: Retail, Commercial, Treasury and Wealth Management. See Note
7 of the Notes to Unaudited Consolidated Financial Statements for the
presentation of the condensed income statement and total assets for each
Segment.

The financial information presented was derived from the Company's internal
profitability reporting system that is used by management to monitor and manage
the financial performance of the Company. This information is based on internal
management accounting policies which have been developed to reflect the
underlying economics of the Segments and, to the extent practicable, to portray
the Segment as if it operated on a stand alone basis. Thus, each Segment, in
addition to its direct revenues and expenses, assets and liabilities, includes
an allocation of shared support function expenses. The Retail, Commercial,
Treasury, and Wealth Management Segments also include funds transfer adjustments

--------------------------------------------------------------------------------

                                      26.


CENTRUE FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

to appropriately reflect the cost of funds on loans made and funding credits on
deposits generated. Apart from these adjustments, the accounting policies used
are similar to those described in Note 1 of the Notes to Consolidated Financial
Statements.

Since there are no comprehensive authorities for management accounting
equivalent to U.S. generally accepted accounting principles, the information
presented is not necessarily comparable with similar information from other
financial institutions. In addition, methodologies used to measure, assign and
allocate certain items may change from time-to-time to reflect, among other
things, accounting estimate refinements, changes in risk profiles, changes in
customers or product lines and changes in management structure.

         Retail Segment. The Retail Segment ("Retail") provides retail banking
services to individual customers through the Company's branch locations in
Illinois and Missouri. The services provided by this Segment include direct
lending, checking, savings, money market, CD accounts, safe deposit rental,
ATM's and other traditional and electronic banking services.

Retail generated $1,539 of net income in the third quarter of 2008 as compared
to $933 during same period in 2007. Year to date Retail Segment net income was
$4,324 as compared to $3,063 for the same period in 2007. Retail assets were
$262,272 at September 30, 2008, $306,156 at December 31, 2007 and $360,840 as of
September 30, 2007.

For the third quarter of 2008, net income increased due to stronger revenues on
electronic banking services, deposit service fees and a gain on sale of OREO was
recorded whereas in 2007 a loss was recorded as a valuation adjustment on a
property. Additionally, expenses are lower due to reduced salaries and benefits,
lower marketing expenditures, lower occupancy expenses and supplies costs
declined. These positive variances were slightly offset by higher IT costs,
debit card expenses, and other deposit account expenses.

The change in net income for the nine months ended September 30, 2008 was
reflective of the same reasons discussed for the third quarter.

         Commercial Segment. The Commercial Segment ("Commercial") provides
commercial banking services to business customers served through the Company's
full service branch channels located in Illinois and Missouri. The services
provided by this Segment include lending, business checking and deposits, cash
management, and other traditional as well as electronic commercial banking
services.

Commercial had $1,581 of net income in the third quarter of 2008 as compared to
$2,827 during same period in 2007. Year to date Commercial Segment net income
was $4,725 as compared to $5,126 for the same period in 2007. Commercial assets
were $774,190 at September 30, 2008, $741,861 at December 31, 2007 and $710,319
as of September 30, 2007.

Net income for the third quarter of 2008 decreased as compared to the same
period in 2007 due to recording a provision for loan loss of $1,225 in 2008
while recording no provision in 2007. Additionally, there was a large gain on
sale of OREO recorded and service revenue was higher during the third quarter of
2007 leading to a decrease in noninterest income between these periods.
Offsetting these negative variances is lower income tax related to lower pre-tax
earnings in the third quarter of 2008.

For the nine months ended September 30, 2008, the change in net income was
largely due to the items noted above, specifically the higher provision taken as
discussed in "Provision for Loan Losses" section.

         Treasury Segment. The Treasury Segment ("Treasury") is responsible for
managing the investment portfolio and acquiring funding for loan activity.
Treasury had a net income of $277 in the third quarter of 2008 and $25 during
the same period in 2007. Year to date Treasury Segment net income was $887 as

--------------------------------------------------------------------------------

                                      27.


CENTRUE FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

compared to a net loss of $(77) for the same period in 2007. Treasury assets
were $247,073 at September 30, 2008, $268,484 at December 31, 2007 and $283,930
as of September 30, 2007.

Treasury's net income for third quarter increased in comparison to 2007 results
due to the improvement in the margin attributable to lower funding costs on
wholesale funds. Additionally, since assets were lower than in 2007, net
allocated expenses were lower due to the decreased asset base. These positive
variances were slightly offset by increased tax expenses due to higher pretax
income.

Net income for the first nine months of 2008 increased in comparison to 2007 due
to the improved margin on the investment portfolio caused by lower funding costs
and due to the net gain on sale of $848 related to securities being called
during the first quarter of 2008. Furthermore, net allocated expenses were lower
which is attributed to the decreased asset base. These positive variances were
slightly offset by higher income taxes due to higher pretax earnings for the
first nine months.

         Wealth Management Segment. The Wealth Management Segment ("Wealth")
provides trust services, estate administration, financial planning, employee
benefit plan administration, asset management, and brokerage transaction
services.

Wealth had a loss of $(177) during the third quarter 2008 as compared to $(120)
in same period in 2007. Year to date Wealth generated a loss of $(649) as
compared to $(361) for the same period in 2007. Wealth assets were $209 at
September 30, 2008, $1,289 at December 31, 2007 and $1,573 as of September 30,
2007. The decline when compared to December 31, 2007 was largely related to $724
in goodwill impairment taken in the second and third quarters of 2008.

Earnings for the period were worse than previous due to the decline in revenue
experienced with the announced sale of the asset management and brokerage
product lines which caused production in these areas to decline. This revenue
drop was partially offset by a corresponding decrease in expenses. Additionally,
a $30 write-down of goodwill for the trust business line was recorded in the
third quarter and a $29 net loss on the sale of the brokerage line was recorded.
The tax benefit was also larger due to the larger loss which offset some of the
decline. The results for the first nine months of 2008 decreased over the same
period in 2007 due to the write-down of $724 of goodwill during the first three
quarters of 2008. Revenue also declined more than the drop in expenses
experienced as discussed above. These negative variances were slightly offset by
a higher tax benefit related to the losses experienced during the period.

Financial Condition

     General

Following are highlights of the September 30, 2008 balance sheet when compared
to December 31, 2007:

         Securities. The primary strategic objective of the Company's $215,960
securities portfolio is to assist with liquidity and interest rate risk
management. In managing the security portfolio, the Company minimizes any credit
risk and avoids investments in sophisticated and complex investment products.
The Company does not hold any securities containing sub-prime mortgages or
Fannie Mae or Freddie Mac equities.

As of September 30, 2008, the Company held trust preferred securities with a
total book value of $28,002 and a fair value of $21,910. Our investments in
trust-preferred securities receive principal and interest payments from several
pools of subordinated capital debentures with each pool containing issuance by a
minimum of 23 banks, or in a few instances capital notes from insurance
companies. Each of these securities carries an investment grade rating, and all
have met their scheduled interest payments. We presently anticipate the full
receipt of both principal and interest in accordance with our original purchase
assumptions. The unrealized loss on these securities of $6,092 reflects the
market's temporary negative bias toward any credit instrument other than

--------------------------------------------------------------------------------

                                       28.


CENTRUE FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

Treasury securities given the current interest rate and liquidity environment.
Management believes that the decline in fair market value was attributable to
interest rate factors, general market risk repricing, and lack of liquidity in
the capital markets verses an underlying collateral or credit quality issues of
a particular investment. We do not believe any individual unrealized losses as
of September 30, 2008 represent other-than-temporary impairment based on our
analysis of EITF 99-20 and the following factors:

     o   To date, all scheduled payments have been received.

     o   No holdings have been downgraded below investment grade by any of the
         rating agencies.

     o   We have no knowledge that any of our direct investments consists of sub
         prime loans.

     o   We have obtained updated cash flow projections on all of our Trust
         Preferred issuances. Based on our review of these analyses, these
         instruments have projected cash flows that sufficiently cover the
         regularly scheduled payments.

     o   The Company has both the intent and ability to hold each of the
         securities shown in the table for the time necessary to recover its
         amortized cost.

In the event that the economic downturn continues and exceeds current
expectations, there may be concerns with a portion of the underlying credits.

         Loans. Outstanding loans totaled $973,933 at September 30, 2008 which
is a modest decrease from the $1,003,689 recorded at June 30, 2008 and a modest
increase from the $957,285 recorded at December 31, 2007, representing an
increase of $16,648 or 1.7%. The loan growth experienced for the first nine
months was largely generated in the St. Louis market and was concentrated in
commercial real estate and commercial and industrial lending activities.
Excluding $32,300 in loans related to branch sales recorded in the first and
second quarters of 2008, loans grew $48,900 or 5.1% since year-end 2007. The
Company has no direct exposure to subprime mortgages.

         Deposit. Total deposits totaled $1,008,725 at September 30, 2008
compared to $1,010,723 recorded at June 30, 2008 and $1,033,022 at December 31,
2007. The decrease from year-end levels was predominantly a shift away from
higher costing time deposits. During the third quarter, there was a shift from
core deposits due largely to uncertain economic conditions. These funds were
replaced with reasonably priced brokered time deposits with short maturities.
Excluding $52,200 in deposits related to branch sales recorded in the first and
second quarters of 2008, deposits increased $27,900 or 2.7% since year-end 2007.
This increase was due to an overall increase in core deposits which grew 0.9%.

     Nonperforming Assets

If a loan is placed on nonaccrual status, the loan does not generate current
period income for the Company. Loans are placed on nonaccrual status when there
are serious doubts regarding the collectability of all principal and interest
due under the terms of the loans. Amounts received on nonaccrual loans generally
are applied first to principal and then to interest after all principal has been
collected. A loan is generally transferred to nonaccrual status if it is not in
the process of collection and is delinquent in payment of either principal or
interest beyond 90 days. Other nonperforming assets consist of real estate
acquired through loan foreclosures or other workout situations and other assets
acquired through repossessions.

The classification of a loan as nonaccrual does not necessarily indicate that
the principal is uncollectible, in whole or in part. The Bank makes a
determination as to collectability on a case-by-case basis. The Bank considers
both the adequacy of the collateral and the other resources of the borrower in
determining the steps to be taken to collect nonaccrual loans. The final
determination as to the steps taken is made based upon the specific facts of
each situation. Alternatives that are typically considered to collect nonaccrual
loans are foreclosure, collection under guarantees, loan restructuring or
judicial collection actions.

--------------------------------------------------------------------------------

                                      29.


CENTRUE FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

Each of the Company's loans is assigned a rating based upon an internally
developed grading system. A separate credit administration department also
reviews grade assignments on an ongoing basis. Management continuously monitors
nonperforming, impaired and past due loans to prevent further deterioration of
these loans. The Company has an independent loan review function which is
separate from the lending function and is responsible for the review of new and
existing loans.

The following table summarizes nonperforming assets and loans past due 90 days
or more for the previous five quarters.



                                                                          2008                                2007
                                                      ------------------------------------------   ---------------------------
                                                         Sep 30,        Jun 30,        Mar 31,       Dec 31,        Sep 30,
                                                      ------------   ------------   ------------   ------------   ------------
                                                                                                   
Nonaccrual loans                                      $     12,487   $     19,808   $      4,057   $      4,090   $      5,573
Loans 90 days past due and still accruing interest              --             --             --             --             --
                                                      ------------   ------------   ------------   ------------   ------------
    Total nonperforming loans                               12,487         19,808          4,057          4,090          5,573

Other real estate owned                                     12,445          4,317          1,153          2,937          4,620
                                                      ------------   ------------   ------------   ------------   ------------
Total nonperforming assets                            $     24,932   $     24,125   $      5,210   $      7,027   $     10,193
                                                      ============   ============   ============   ============   ============

Nonperforming loans to total end of period loans            1.28 %         1.97 %         0.44 %         0.43 %         0.60 %
Nonperforming assets to total end of period loans           2.56 %         2.40 %         0.57 %         0.73 %         1.09 %
Nonperforming  assets to total end of period assets         1.87 %         1.76 %         0.38 %         0.51 %         0.75 %


The level of nonperforming loans at September 30, 2008 decreased to $12,487
versus $19,808 that existed at June 30, 2008 and increased in comparison to the
$4,090 that existed as of December 31, 2007. As previously disclosed in its
quarterly report on Form 10-Q for the first quarter 2008 filed on May 9, 2008,
the Company continues an ongoing review of its commercial real estate loan
portfolio that previously identified two large relationships. Action plans were
implemented which resulted in $20,000 related to these loans being classified as
nonperforming assets in the second quarter 2008.

The outstanding loan balance for one relationship, totaling $16,300, was
transferred to other real estate owned during the quarter. The underlying
collateral was moved to other real estate owned at a carrying value of $15,100,
and a $1,200 write-down was taken based on management's analysis of the fair
value of the asset at the time of the transfer. Since then, part of the property
was sold for $6,800 in net proceeds, reducing the other real estate owned
carrying value to $8,300. Marketing efforts continue for the remaining parcel.

The second relationship has one parcel that was transferred to other real estate
owned with a carrying value of $3,700. We have entered into a contract to sell
this property with a closing expected in the fourth quarter of 2008 with no loss
anticipated. The remaining portion of the relationship is a $7,300 loan which is
currently being restructured.

The level of nonperforming loans to total end of period loans was 1.28% at
September 30, 2008, as compared to 0.43% at December 31, 2007 and 1.97% at June
30, 2008. The reserve coverage ratio (allowance to nonperforming loans) was
reported at 91.78% as of September 30, 2008 as compared to 262.96% as of
December 31, 2007 and 58.27% as of June 30, 2008.

     Other Potential Problem Loans

The Company has other potential problem loans that are currently performing, but
where some concerns exist as to the ability of the borrower to comply with
present loan repayment terms. Excluding nonperforming loans and loans that
management has classified as impaired, these other potential problem loans
totaled $768 at September 30, 2008 as compared to $1,485 at December 31, 2007
and $963 at September 30, 2007. The classification of these loans, however, does
not imply that management expects losses on each of these loans, but believes
that a higher level of scrutiny and close monitoring is prudent under the
circumstances. Such classifications relate to specific concerns for each
individual borrower and do not relate to any concentration risk common to all
loans in this group.

--------------------------------------------------------------------------------

                                      30.


CENTRUE FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

     Allowance for Loan Losses

At September 30, 2008, the allowance for loan losses was $11,461 or 1.18% of
total loans as compared to $10,755 or 1.12% at December 31, 2007. In originating
loans, the Company recognizes that credit losses will be experienced and the
risk of loss will vary with, among other things, the following:

     o   general economic conditions;
     o   the type of loan being made;
     o   the creditworthiness of the borrower over the term of the loan;
     o   in the case of a collateralized loan, the quality of the collateral for
         such a loan.

The allowance for loan losses represents the Company's estimate of the allowance
necessary to provide for probable incurred losses in the loan portfolio by
analyzing the following:

     o   ultimate collectibility of the loans in its portfolio;
     o   incorporating feedback provided by internal loan staff;
     o   the independent loan review function;
     o   results of examinations performed by regulatory agencies.

The Company regularly evaluates the adequacy of the allowance for loan losses.
Commercial credits are graded using a system that is in compliance with
regulatory classifications by the loan officers and the loan review function
validates the officers' grades. In the event that the loan review function
downgrades the loan, it is included in the allowance analysis at the lower
grade. To establish the appropriate level of the allowance, a sample of loans
(including impaired and nonperforming loans) are reviewed and classified as to
potential loss exposure.

Based on an estimation computed pursuant to the requirements of Financial
Accounting Standards Board ("FASB") Statement No. 5, "Accounting for
Contingencies," and FASB Statements Nos. 114 and 118, "Accounting by Creditors
for Impairment of a Loan," the analysis of the allowance for loan losses
consists of three components:

     o   specific credit allocation established for expected losses resulting
         from analysis developed through specific credit allocations on
         individual loans for which the recorded investment in the loan exceeds
         its fair value;
     o   general portfolio allocation based on historical loan loss experience
         for each loan category;
     o   subjective reserves based on general economic conditions as well as
         specific economic factors in the markets in which the Company operates.

The specific credit allocation component of the allowance for loan losses is
based on a regular analysis of loans over a fixed-dollar amount where the
internal credit rating is at or below a predetermined classification. The fair
value of the loan is determined based on either the present value of expected
future cash flows discounted at the loan's effective interest rate, the market
price of the loan, or, if the loan is collateral dependent, the fair value of
the underlying collateral less cost of sale.

The general portfolio allocation component of the allowance for loan losses is
determined statistically using a loss migration analysis that examines
historical loan loss experience. The loss migration analysis is performed
quarterly and loss factors are updated regularly based on actual experience. The
general portfolio allocation element of the allowance for loan losses also
includes consideration of the amounts necessary for concentrations and changes
in portfolio mix and volume.

The allowance for loan losses is based on estimates, and ultimate losses will
vary from current estimates. These estimates are reviewed monthly, and as
adjustments, either positive or negative, become necessary, a corresponding

--------------------------------------------------------------------------------

                                      31.


CENTRUE FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

increase or decrease is made in the provision for loan losses. The methodology
used to determine the adequacy of the allowance for loan losses is consistent
with prior years.

Management remains watchful of credit quality issues. Should the economic
climate deteriorate from current levels, borrowers may experience difficulty,
and the level of nonperforming loans, charge-offs and delinquencies could rise
and require further increases in the provision.

     Liquidity

The Company manages its liquidity position with the objective of maintaining
sufficient funds to respond to the needs of depositors and borrowers and to take
advantage of earnings enhancement opportunities. In addition to the normal
inflow of funds from core-deposit growth together with repayments and maturities
of loans and investments, the Company utilizes other short-term funding sources
such as brokered time deposits, securities sold under agreements to repurchase,
overnight federal funds purchased from correspondent banks and the acceptance of
short-term deposits from public entities and Federal Home Loan Bank advances.

The Company monitors and manages its liquidity position on several bases, which
vary depending upon the time period. As the time period is expanded, other data
is factored in, including estimated loan funding requirements, estimated loan
payoffs, investment portfolio maturities or calls and anticipated depository
buildups or runoffs.

The Company classifies all of its securities as available-for-sale, thereby
maintaining significant liquidity. The Company's liquidity position is further
enhanced by structuring its loan portfolio interest payments as monthly and by
the significant representation of retail credit and residential mortgage loans
in the Company's loan portfolio, resulting in a steady stream of loan
repayments. In managing its investment portfolio, the Company provides for
staggered maturities so that cash flows are provided as such investments mature.

The Company's cash flows are comprised of three classifications: cash flows from
operating activities, cash flows from investing activities and cash flows from
financing activities. Cash flows provided by operating activities and financing
activities offset by those used in investing activities, resulted in a net
decrease in cash and cash equivalents of $10,986 from December 31, 2007 to
September 30, 2008.

During the first nine months of 2008, the Company experienced net cash inflows
of $28,641 in financing activities primarily due to an increase in deposits and
$13,426 in operating activities. In contrast, net cash outflows of $53,053 were
used in investing activities largely due to the net growth in loans.

--------------------------------------------------------------------------------

                                      32.


CENTRUE FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

Contractual Obligations, Commitments, Contingencies, and Off-Balance Sheet
Financial Instruments

The Company has entered into contractual obligations and commitments and
off-balance sheet financial instruments. The following tables summarize the
Company's contractual cash obligations and other commitments and off balance
sheet instruments as of September 30, 2008.



                                                                     Payments Due by Period
                                           --------------------------------------------------------------------------
                                             Within 1                                        After
                                               Year        1 - 3 Years      4 - 5 Years     5 Years         Total
                                           ------------   ------------     ------------   ------------   ------------
                                                                                        
Contractual Obligations
   Short-term debt                         $      9,615   $         --   $         --   $        250   $      9,865
   Long-term debt                                   160          2,345          2,285          6,000         10,790
   Certificates of deposit                      496,260         62,653          9,430            145        568,488
   Operating leases                                 287            603            613            306          1,809
   Severance payments                                25             --             --             --             25
   Series B mandatory redeemable
     preferred stock                                 --            831             --             --            831
   Subordinated debentures                           --             --             --         20,620         20,620
   FHLB advances                                 98,031         28,200             --          5,062        131,293
                                           ------------   ------------     ------------   ------------   ------------
      Total contractual cash obligations   $    604,378   $     94,632   $     12,328   $     32,383   $    743,721
                                           ============   ============   ============   ============   ============


                                                           Amount of Commitment Expiration Per Period
                                           --------------------------------------------------------------------------
                                             Within 1                                        After
                                               Year        1 - 3 Years      4 - 5 Years     5 Years         Total
                                           ------------   ------------     ------------   ------------   ------------
                                                                                        
Off-Balance Sheet Financial Instruments

   Lines of credit                         $    195,955   $     32,978   $      2,144   $     25,908   $    256,985
   Standby letters of credit                      5,626          6,098             --          2,771         14,495
                                           ------------   ------------     ------------   ------------   ------------
      Total contractual cash obligations   $    201,581   $     39,076   $      2,144   $     28,679   $    271,480
                                           ============   ============   ============   ============   ============



Capital Resources

     Stockholders' Equity

The Company is committed to managing capital for maximum shareholder benefit and
maintaining strong protection for depositors and creditors. Stockholders' equity
at September 30, 2008 was $118,248, a decrease of $628 or 0.53%, from December
31, 2007. The change in stockholders' equity was largely the result of a
decrease in accumulated other comprehensive income due to a reduction in the
fair market value of available-for-sales securities, postretirement liability
adjustment related to the adoption of FASB Issue No. 06-4 on January 1, 2008 and
modest stock repurchase activity transacted in the first quarter 2008. Average
quarterly equity as a percentage of average quarterly assets was 8.63% at
September 30, 2008, compared to 8.75% at December 31, 2007. Book value per
common share equaled $19.53 at September 30, 2008 compared to $19.50 at December
31, 2007.

The unrealized losses in these trust preferred securities are related to recent
events in the market more so than to current levels of interest rates. Recent
market events have lowered investor demand for these securities, which has
resulted in lower prices, causing these securities to have unrealized losses. As
a result of the new FASB Staff Position No. 157-3, issued October 10, 2008, the
Company has moved to a Level 3 fair value calculation that includes risk
adjustments that market participants would make, including adjustments for
credit and liquidity risks. We have not recognized any impairment charges
related to our securities portfolio.

--------------------------------------------------------------------------------

                                      33.


CENTRUE FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

     Stock Repurchase

The Company did not repurchase shares of stock during the quarter ended
September 30, 2008. The 2006 repurchase program approved on November 13, 2006
authorized the Company to repurchase up to 5% or 370,000 shares of common stock.
This plan was completed in the fourth quarter 2007. The 2007 repurchase program
approved on July 24, 2007 authorized the Company to repurchase an additional
500,000 shares, or approximately 8% of the Company's currently issued and
outstanding shares, in the open market or privately negotiated transactions over
an 18 month period commencing immediately following the completion of the 2006
stock repurchase program. The expiration date of this program is January 24,
2009. Unless terminated earlier by resolution of our board of directors, the
program will expire on the earlier of such expiration date or when we have
repurchased all shares authorized for repurchase under the program.

     Capital Measurements

As discussed in Note 8, the Company's current debt agreements include a covenant
that require the Bank to maintain the status of being well capitalized which is
a ratio of 10.0% for total risk based capital. The Bank is expected to meet a
minimum risk-based capital to risk-weighted assets ratio of 8%, of which at
least one-half (or 4%) must be in the form of Tier 1 (core) capital. The
remaining one-half (or 4%) may be in the form of Tier 1 (core) or Tier 2
(supplementary) capital. The amount of loan loss allowance that may be included
in capital is limited to 1.25% of risk-weighted assets. The ratio of Tier 1
(core) and the combined amount of Tier 1 (core) and Tier 2 (supplementary)
capital to risk-weighted assets for the Company was 9.9% and 11.8%,
respectively, at September 30, 2008. The Company is currently, and expects to
continue to be, in compliance with these guidelines.

The following table sets forth an analysis of the Company's capital ratios:



                                                  December 31,          Minimum       Well
                                 Sep 30,    -----------------------     Capital    Capitalized
                                  2008         2007         2006        Ratios       Ratios
                               ----------   ----------   ----------   ----------   ----------
                                                                      
Tier 1 risk-based capital      $  108,209   $  101,831   $   99,869
Tier 2 risk-based capital          21,461       10,755       10,835
                               ----------   ----------   ----------
   Total capital               $  129,670   $  112,586   $  110,704
                               ==========   ==========   ==========
Risk-weighted assets           $1,110,608   $1,102,602   $  926,874
                               ==========   ==========   ==========
Capital ratios:
   Tier 1 risk-based capital        9.7 %        9.2 %       10.8 %          4.0%         6.0%
   Total risk-based capital        11.7 %       10.2 %       11.9 %          8.0%        10.0%
   Leverage ratio                   8.3 %        7.7 %        7.9 %          4.0%         5.0%


Recent Regulatory and Accounting Developments

See Note 11 to the Unaudited Consolidated Financial Statements for information
concerning recent regulatory and accounting developments.

--------------------------------------------------------------------------------

                                      34.


CENTRUE FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This report contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Act of 1934 as amended. The Company intends such forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995 and
is including this statement for purposes of these safe harbor provisions.
Forward-looking statements, which are based on certain assumptions and describe
future plans, strategies, and expectations of the Company, are generally
identified by the use of words such as "believe," "expect," "intend,"
"anticipate," "estimate," "project," "planned" or "potential" or similar
expressions.

In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, the Company is hereby identifying important
factors that could effect the Company's financial performance and could cause
the Company's actual results for future periods to differ materially from any
opinions or statements expressed with respect to future periods in any
forward-looking statements.

Among the factors that could have an impact on the Company's ability to achieve
operating results and the growth plan goals are as follows:

     o   management's ability to reduce and effectively manage interest rate
         risk and the impact of interest rates in general on the volatility of
         the Company's net interest income;
     o   fluctuations in the value of the Company's investment securities;
     o   the Company's ability to ultimately collect on any downgraded loan
         relationships;
     o   the Company's ability to adapt successfully to technological changes to
         compete effectively in the marketplace;
     o   credit risks and risks from concentrations (by geographic area and by
         industry) within the Company's loan portfolio and individual large
         loans;
     o   volatility of rate sensitive deposits;
     o   operational risks, including data processing system failures or fraud;
     o   asset/liability matching risks and liquidity risks;
     o   the ability to successfully acquire low cost deposits or funding;
     o   the ability to successfully execute strategies to increase noninterest
         income;
     o   the ability to successfully grow non-commercial real estate loans;
     o   the ability of the Company to continue to realize cost savings and
         revenue generation opportunities in connection with the synergies of
         centralizing operations;
     o   the ability to adopt and implement new regulatory requirements as
         dictated by the SEC, FASB or other rule-making bodies which govern our
         industry;
     o   changes in the general economic or industry conditions, nationally or
         in the communities in which the Company conducts business.

--------------------------------------------------------------------------------

                                      35.



CENTRUE FINANCIAL CORPORATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Sensitivity Management

The Company performs a net interest income analysis as part of its
asset/liability management practices. The net interest income analysis measures
the change in net interest income in the event of hypothetical changes in
interest rates. This analysis assesses the risk of changes in net interest
income in the event of a sudden and sustained 100 to 200 basis point increase in
market interest rates or a 100 to 200 basis point decrease in market rates. The
interest rates scenarios are used for analytical purposes and do not necessarily
represent management's view of future market movements. The tables below present
the Company's projected changes in net interest income for the various rate
shock levels at September 30, 2008 and December 31, 2007, respectively:



                                 Change in Net Interest Income Over One Year Horizon
                             ----------------------------------------------------------
                                   September 30, 2008            December 31, 2007
                             ----------------------------   ---------------------------
                                        Change                        Change
                             ----------------------------   ---------------------------
                                   $               %              $              %
                             ------------   -------------   ------------   ------------
                                                                       
+200 bp                      $        710           1.90%  $        305            0.74%
+100 bp                               520           1.39            509            1.23

   Base                                --             --             --              --

-100 bp                              (714)         (1.91)        (1,410)          (3.41)
-200 bp                            (2,801)         (7.51)        (3,109)          (7.51)


As shown above, the Company's model at September 30, 2008, the effect of an
immediate 200 basis point increase in interest rates would increase the
Company's net interest income by $710 or 1.90%. The effect of an immediate 200
basis point decrease in rates would decrease the Company's net interest income
by $2,801 or 7.51%.

Management continues to position our balance sheet to maximize the net interest
margin. Throughout the year, steps were taken to lower our funding costs in
reaction to FOMC rate reductions. The mix of our funding portion of the balance
sheet has been adjusted to align it with our asset sensitive portion of the
balance sheet to create better spreads in various sectors. With these changes,
we have been able to reposition our funding and align it better with the shorter
end of the yield curve which minimizes our exposure to the volatility found at
the longer end of the yield curve.

Computations of the prospective effects of hypothetical interest rate changes
are based on numerous assumptions, including relative levels of market interest
rates, loan prepayments and deposit decay rates and should not be relied upon as
indicative of actual results. Actual values may differ from those projections
set forth above, should market conditions vary from the assumptions used in
preparing the analysis. Further, the computations do not contemplate actions the
Company may undertake in response to changes in interest rates.

--------------------------------------------------------------------------------

                                      36.


CENTRUE FINANCIAL CORPORATION
ITEM 4. CONTROLS AND PROCEDURES
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

Item 4. Controls and Procedures

As of the end of the period covered by this report, the Company carried out an
evaluation under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the Company's disclosure controls and procedures (as defined in Rule
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as
amended). Based on this evaluation, the Company's Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures were effective in timely alerting them to material information
relating to the Company required to be included in the Company's periodic
filings with the Securities and Exchange Commission. It should be noted that in
designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.
The Company has designed its disclosure controls and procedures to reach a level
of reasonable assurance of achieving the desired control objectives and, based
on the evaluation described above, the Company's Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures were effective at reaching that level of reasonable assurance.

There was no change in the Company's internal control over financial reporting
(as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act
of 1934, as amended) during the Company's most recently completed fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.

--------------------------------------------------------------------------------

                                      37.


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

In the normal course of business the Company may be involved in various legal
proceedings from time to time. The Company does not believe it is currently
involved in any claim or action the ultimate disposition of which would have a
material adverse effect on the Company's financial statements.

Item 1A.  Risk Factors

The Company did not experience any material changes in the Risk Factors during
the Company's most recently completed fiscal quarter. For specific information
about the risks facing the Company refer to the Company's Annual Report on Form
10-K for the year ended December 31, 2007.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about purchases of the Company's common
stock by the Company during the quarter ended September 30, 2008.



                                                                   Total Number of
                                                                 Shares Purchased as     Maximum Number of
                                                                   Part of Publicly     Shares that May Yet
                         Total Number of    Average Price Paid    Announced Plans or    Be Purchased Under
   Period                Shares Purchased       per Share              Programs        the Plans or Programs
   ------------------- ------------------   -------------------  --------------------  ---------------------
                                                                                
   07/01/08 -                          --   $                --                    --                395,078
   07/31/08

   08/01/08 -                          --   $                --                    --                395,078
   08/31/08

   09/01/08 -                          --   $                --                    --                395,078
   09/30/08

   Total (1)                           --   $                --                    --                395,078


   (1)  The Company repurchased no shares during the quarter ended September 30,
        2008. The 2006 repurchase program approved on November 13, 2006
        authorized the Company to repurchase up to 5% or 370,000 shares of
        common stock. This plan was completed in the fourth quarter 2007. The
        2007 repurchase program approved on July 24, 2007 authorized the Company
        to repurchase an additional 500,000 shares, or approximately 8% of the
        Company's currently issued and outstanding shares, in the open market or
        privately negotiated transactions over an 18 month period commencing
        immediately following the completion of the 2006 stock repurchase
        program. The expiration date of this program is January 24, 2009. Unless
        terminated earlier by resolution of our board of directors, the program
        will expire on the earlier of such expiration date or when we have
        repurchased all shares authorized for repurchase under the program.

Item 3.  Defaults Upon Senior Securities

         None.

Item 4.  Submission of Matters to a Vote of Security Holders

         None

Item 5.  Other Information

         None

--------------------------------------------------------------------------------

                                      38.


Item 6.  Exhibits

         Exhibits:

         31.1       Certification of Thomas A. Daiber, President and Principal
                    Executive Officer, required by Rule 13a - 14(a).

         31.2       Certification of Kurt R. Stevenson, Senior Executive Vice
                    President and Principal Financial and Accounting Officer
                    required by Rule 13a - 14(a).

         32.1(1)    Certification Pursuant to 18 U.S.C. Section 1350, as adopted
                    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
                    from the Company's President and Principal Executive
                    Officer.

         32.2(1)    Certification Pursuant to 18 U.S.C. Section 1350, as adopted
                    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
                    from the Company's Senior Executive Vice President and
                    Principal Financial and Accounting Officer.

         ________________

         (1)  This certification is not "filed" for purposes of Section 18 of
              the Securities Exchange Act of 1934, as amended, or incorporated
              by reference into any filing under the Securities Act of 1933, as
              amended, or the Securities Exchange Act of 1934, as amended.



--------------------------------------------------------------------------------

                                      39.


                                   SIGNATURES

Pursuant to the requirements 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 CORPORATION

Date: November 7, 2008                 By: /s/ Thomas A. Daiber
                                           -------------------------------------
                                           Thomas A. Daiber
                                           President and Principal Executive
                                           Officer


Date: November 7, 2008                 By: /s/ Kurt R. Stevenson
                                           -------------------------------------
                                           Kurt R. Stevenson
                                           Senior Executive Vice President and
                                           Principal Financial and Accounting
                                           Officer


--------------------------------------------------------------------------------

                                      40.