EXHIBIT
10.1


 


EXHIBIT D


 


FORM OF
VOTING AGREEMENT


 


THIS VOTING AGREEMENT
(this “Agreement”) is entered into as of November 7,
2004, among MAIN STREET TRUST, INC.,
an Illinois corporation (“MSTI”), Citizens First Financial Corp., a Delaware corporation (“Citizens”), and each of Citizens’ directors who own voting
stock of Citizens (collectively referred to in this Agreement as the “Principal Stockholders,” and individually as a “Principal Stockholder.”)


 


RECITALS


 


A.                                    As of the date
hereof, each Principal Stockholder is the owner of the number of shares of
Citizens’ common stock, $0.01 par value per share (“Citizens
Common Stock”) and options to purchase the number of shares of
Citizens Common Stock, as is set forth opposite such Principal Stockholder’s
name on the signature page attached hereto and such total number of shares
represents approximately the percentage of the issued and outstanding shares of
Citizens’ voting stock that is also set forth thereon opposite such Principal
Stockholder’s name.


 


B.                                    MSTI is
contemplating the acquisition of Citizens by means of a merger (the “Merger”) of Citizens with and into Citizens Acquisition LLC, a Delaware limited liability company and a
wholly-owned subsidiary of MSTI (“Acquisition LLC”),
pursuant to an Agreement and Plan of Merger dated of even date herewith (the “Merger Agreement”).


 


C.                                    MSTI is unwilling
to expend the substantial time, effort and expense necessary to implement the
Merger, including applying for and obtaining necessary approvals of regulatory
authorities, unless all of the Principal Stockholders enter into this
Agreement.


 


D.                                    Each Principal
Stockholder believes it is in his or her best interest as well as the best
interest of Citizens for MSTI to consummate the Merger.


 


AGREEMENTS


 


In consideration of the foregoing premises,
which are incorporated herein by this reference, and the covenants and
agreements of the parties herein contained, and as an inducement to MSTI to
enter into the Merger Agreement and to incur the expenses associated with the
Merger, the parties hereto, intending to be legally bound, hereby agree as
follows:


 


Section 1.                                         Definitions; Construction.  All terms that are capitalized and used
herein (and are not otherwise specifically defined herein) shall be used in
this Agreement as defined in the Merger Agreement.  The parties hereby incorporate by this
reference the principles of construction set forth in Section 1.2 of the
Merger Agreement.


 


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Section 2.                                         Representations and Warranties.  Each Principal Stockholder represents and
warrants that as of the date hereof, he or she:


 


(a)                                  owns beneficially and
of record the number of shares of Citizens Common Stock, and holds options to
purchase the number of shares of Citizens Common Stock, each as is set forth
opposite such Principal Stockholder’s name on the signature page attached
hereto, all of which shares are, or, with respect to shares issuable upon the
exercise of options, when issued will be, free and clear of all liens, pledges,
security interests, claims, encumbrances, options, voting agreements, proxies,
agreements to sell and commitments of every kind (collectively, “Encumbrances”);


 


(b)                                 has the sole, or joint
with any other Principal Stockholder, voting power with respect to such shares
of Citizens Common Stock, and, except as set forth on the signature page
attached hereto, that he or she does not own or hold any rights to acquire any
additional shares of Citizens’ capital stock (by exercise of stock options or
otherwise) or any interest therein or any voting rights with respect to any
additional shares; and


 


(c)                                  has all necessary
power and authority to enter into this Agreement and further represents and
warrants that this Agreement is the legal, valid and binding agreement of such
Principal Stockholder, and is enforceable against such Principal Stockholder in
accordance with its terms.


 


Section 3.                                         Voting
Agreement.  Each Principal
Stockholder hereby agrees that at any meeting of Citizens’ stockholders however
called, and in any action by written consent of Citizens’ stockholders, such
Principal Stockholder shall vote all shares of Citizens Common Stock now or at
any time hereafter owned or controlled by him or her:


 


(a)                                   in
favor of the Merger and the other Contemplated Transactions as described in the
Merger Agreement, and any action or agreement that would reasonably be expected
to facilitate the Contemplated Transactions;


 


(b)                                  against
any acquisition of any capital stock of Citizens or the Bank through purchase,
merger, consolidation or otherwise, or the acquisition by any method of a
substantial portion of the assets of Citizens or the Bank, in any such case by
any party other than MSTI or its Subsidiaries (an “Acquisition
Transaction”);


 


(c)                                   against
any action or agreement that would reasonably be expected to result in a
material breach of any covenant, representation or warranty or any other
obligation of Citizens under the Merger Agreement; and


 


(d)                                  against
any action or agreement that would reasonably be expected to impede or interfere
with the Contemplated Transactions, including any:  (i) change in Citizens’ board of
directors; () change in Citizens’ present capitalization; or
(ii) other material change in Citizens’ corporate structure or business,
in each such case except as otherwise agreed to in writing by MSTI.


 


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Section 4.                                         Additional
Covenants.  Except as required by
law, each Principal Stockholder agrees that he or she will:


 


(a)                                  not,
and will not permit any of his or her Affiliates, prior to the Effective Time
to sell, assign, transfer or otherwise dispose of, create an Encumbrance with
respect to, or permit to be sold, assigned, transferred or otherwise disposed
of, any Citizens Common Stock owned of record or beneficially by such Principal
Stockholder, whether such shares of Citizens Common Stock are owned of record
or beneficially by such Principal Stockholder on the date of this Agreement or
are subsequently acquired by any method, except:  (i) for transfers by will or by
operation of law (in which case this Agreement shall bind the transferee);
(ii) with the prior written consent of MSTI (which consent shall not be
unreasonably withheld), for any sales, assignments, transfers or other
dispositions necessitated by hardship; or (iii) as MSTI may otherwise
agree in writing;


 


(b)                                 not,
and will not permit any of his or her Affiliates, directly or indirectly
(including through its Representatives), to initiate, solicit or encourage any
discussions, inquiries or proposals with any third party relating to an
Acquisition Transaction, or provide any such person with information or
assistance or negotiate with any such person with respect to an Acquisition
Transaction or agree to or otherwise assist in the effectuation of any Acquisition
Transaction;


 


(c)                                  not
vote or execute any written consent to rescind or amend in any manner any prior
vote or written consent to approve or adopt the Merger Agreement or any of the
other Contemplated Transactions;


 


(d)                                 at
MSTI’s request, use his or her best efforts to cause any necessary meeting of
Citizens’ stockholders to be duly called and held, or any necessary consent of
stockholders to be obtained, for the purpose of approving or adopting the
Merger Agreement and the other Contemplated Transactions;


 


(e)                                  cause
any of his or her Affiliates to cooperate fully with MSTI in connection with
the Merger Agreement and the Contemplated Transactions; and


 


(f)                                    execute
and deliver such additional instruments and documents and take such further
action as may be reasonably necessary to effectuate and comply with his or her
respective obligations under this Agreement.


 


Section 5.                                         Termination.  Notwithstanding any other provision of this
Agreement, this Agreement shall automatically terminate on the earlier of:  (i) the date of termination of the
Merger Agreement as set forth in Article 11  thereof,
as such termination provisions may be amended by Citizens, MSTI and Acquisition
LLC from time to time; or (ii) the Effective Time.


 


Section 6.                                         Remedies.  Each Principal Stockholder understands and
acknowledges that if he or she should breach any of his or her covenants
contained in this Agreement, the damage to MSTI would be indeterminable in view
of the inability to measure the ultimate value and benefit to MSTI resulting
from its contemplated future ownership and control of Citizens,


 


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and that MSTI therefore would not have an adequate remedy at law to
compensate MSTI for any such breach. 
Each Principal Stockholder agrees that in addition to any other remedy
available to MSTI at law or in equity, MSTI shall be entitled to specific
performance of this Agreement by such Principal Stockholder upon application to
any court having jurisdiction over the parties. 
Accordingly, each Principal Stockholder: 
(a) irrevocably waives, to the extent permitted by law, any defense
that he or she might have based on the adequacy of a remedy at law that might
be asserted as a bar to specific performance, injunctive relief or other equitable
relief; and (b) agrees to the granting of injunctive relief without the
posting of any bond and further agrees that if any bond shall be required, such
bond shall be in a nominal amount.


 


Section 7.                                         Amendment
and Modification.  This Agreement
may be amended, modified or supplemented at any time by the written approval of
such amendment, modification or supplement by Citizens, MSTI and all of the
Principal Stockholders.


 


Section 8.                                         Entire
Agreement.  This Agreement
evidences the entire agreement among the parties hereto with respect to the
matters provided for herein and there are no agreements, representations or
warranties with respect to the matters provided for herein other than those set
forth herein and in the Merger Agreement and written agreements related
thereto.  Except for the Merger
Agreement, this Agreement supersedes any agreements among any of Citizens, its
stockholders, MSTI or Acquisition LLC concerning the acquisition, disposition
or control of any Citizens Common Stock.


 


Section 9.                                         Absence
of Control.  Subject to any
specific provisions of this Agreement, it is the intent of the parties to this
Agreement that neither MSTI nor Acquisition LLC by reason of this Agreement
shall be deemed (until consummation of the Contemplated Transactions) to
control, directly or indirectly, any other party and shall not exercise, or be
deemed to exercise, directly or indirectly, a controlling influence over the
management or policies of any such other party. 
Pursuant to Section 2.10 in the Merger Agreement, nothing contained
herein shall be deemed to grant MSTI an ownership interest in any shares of
Citizens Common Stock.


 


Section 10.                                  Informed
Action.  Each Principal
Stockholder acknowledges that he or she has had an opportunity to be advised by
counsel of his or her choosing with regard to this Agreement and the
transactions and consequences contemplated hereby.  Each Principal Stockholder further
acknowledges that he or she has received a copy of the Merger Agreement and is
familiar with its terms.


 


Section 11.                                  Severability.  The parties agree that if any provision of
this Agreement shall under any circumstances be deemed invalid or inoperative,
this Agreement shall be construed with the invalid or inoperative provisions
deleted and the rights and obligations of the parties shall be construed and
enforced accordingly.


 


Section 12.                                  Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.


 


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Section 13.                                  Governing
Law.  All questions concerning
the construction, validity and interpretation of this Agreement and the
performance of the obligations imposed by this Agreement shall be governed by
the internal laws of the State of Illinois applicable to agreements made and
wholly to be performed in such state without regard to conflicts of laws.


 


Section 14.                                  Jurisdiction
and Service of Process.  Any
action or proceeding seeking to enforce any provision of, or based on any right
arising out of, this Agreement shall be brought only in the courts of the State
of Illinois, County of Sangamon or, if it has or can acquire jurisdiction, in
the United States District Court serving the County of Sangamon, and each of
the parties consents to the jurisdiction of such courts (and of the appropriate
appellate courts) in any such action or proceeding and waives any objection to Venue laid therein. 
Process in any action or proceeding referred to in the preceding
sentence may be served on any party anywhere in the world.


 


Section 15.                                  Successors;
Assignment.  This Agreement shall
be binding upon and inure to the benefit of Citizens and MSTI, and their
successors and permitted assigns, and the Principal Stockholders and their
respective spouses, executors, personal representatives, administrators, heirs,
legatees, guardians and other legal representatives.  This Agreement shall survive the death or
incapacity of any Principal Stockholder. 
This Agreement may be assigned only by MSTI, and then only to a
Subsidiary of MSTI.


 


Section 16.                                  Directors.  The parties hereto acknowledge
that each Principal Stockholder is entering into this agreement solely in his
or her capacity as Citizens Stockholders and, notwithstanding anything to the
contrary in this Agreement, nothing in this Agreement is intended or shall be
construed to require any Principal Stockholder, in his or her capacity as a director of Citizens, to act or
fail to act in accordance with his or her fiduciary duties in such director
capacity.  Furthermore, no Principal Stockholder makes any agreement or understanding herein
in his or her capacity as a director of Citizens.  For the avoidance of doubt, nothing in this Section 16
shall in any way limit, modify or abrogate any of the obligations of the
Principal Stockholders hereunder to vote the shares owned by him or her in
accordance with the terms of the Agreement and not to transfer any shares
except as permitted by this Agreement.


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement individually, or have caused this
Agreement to be executed by their respective officers, on the day and year first
written above.


 


	
  CITIZENS FIRST FINANCIAL CORP.

  	
  MAIN STREET TRUST, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
										



 


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[Signature
Page of Voting Agreement Continued]


 


	
  PRINCIPAL STOCKHOLDERS

  	
   

  	
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  PERCENTAGE OWNERSHIP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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