Exhibit 99.3

I,
Todd D. Fanning, certify, based on my knowledge, that:

(i)          The
compensation committee of Princeton National Bancorp, Inc. has discussed,
reviewed, and evaluated with senior risk officers at least every six months
during any part of the most recently completed fiscal year that was a TARP
period, senior executive officer (SEO) compensation plans and employee
compensation plans and the risks these plans pose to Princeton National
Bancorp, Inc.;

(ii)          The
compensation committee of Princeton National Bancorp, Inc. has identified and
limited during any part of the most recently completed fiscal year that was a
TARP period any features of the SEO compensation plans that could lead SEOs to
take unnecessary and excessive risks that could threaten the value of Princeton
National Bancorp, Inc., and has identified any features of the employee
compensation plans that pose risks to Princeton National Bancorp, Inc. and has
limited those features to ensure that Princeton National Bancorp, Inc. is not
unnecessarily exposed to risks;

(iii)          The
compensation committee has reviewed, at least every six months during any part
of the most recently completed fiscal year that was a TARP period, the terms of
each employee compensation plan and identified any features of the plan that
could encourage the manipulation of reported earnings of Princeton National
Bancorp, Inc. to enhance the compensation of an employee, and has limited any
such features;

(iv)          The
compensation committee of Princeton National Bancorp, Inc. will certify to the
reviews of the SEO compensation plans and employee compensation plans required
under (i) and (iii) above;

(v)          The
compensation committee of Princeton National Bancorp, Inc. will provide a
narrative description of how it limited during any part of the most recently
completed fiscal year that was a TARP period the features in

| |                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A)          SEO
 compensation plans that could lead SEOs to take unnecessary and excessive
 risks that could threaten the value of Princeton National Bancorp, Inc.;                 
| |                                                                                                                                                                                       
| | (B)          Employee
 compensation plans that unnecessarily expose Princeton National Bancorp, Inc.
 to risks; and                                                                   
| |                                                                                                                                                                                       
| | (C)          Employee
 compensation plans that could encourage the manipulation of reported earnings
 of Princeton National Bancorp, Inc. to enhance the compensation of an
 employee;

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(vi)          Princeton
National Bancorp, Inc. has required that bonus payments to SEOs or any of the
next twenty most highly compensated employees, as defined in the regulations
and guidance established under section 111 of EESA (bonus payments), be
subject to a recovery or clawback provision during any part of the most
recently completed fiscal year that was a TARP period if the bonus payments
were based on materially inaccurate financial statements or any other
materially inaccurate performance metric criteria;

(vii)          Princeton
National Bancorp, Inc. has prohibited any golden parachute payment, as defined
in the regulations and guidance established under section 111 of EESA, to a SEO
or any of the next five most highly compensated employees during any part of
the most recently completed fiscal year that was a TARP period.

(viii)          Princeton
National Bancorp, Inc. has limited bonus payments to its applicable employees
in accordance with section 111 of EESA and the regulations and guidance
established thereunder during any part of the most recently completed year that
was a TARP period.

(ix)          Princeton
National Bancorp, Inc. and its employees have complied with the excessive or
luxury expenditures policy, as defined in the regulations and guidance established
under section 111 of EESA, during any part of the most recently completed
fiscal year that was a TARP period; and any expenses that, pursuant to this
policy, required approval of the board of directors, a committee of the board
of directors, an SEO, or an executive officer with a similar level of
responsibility were properly approved;

(x)          Princeton
National Bancorp, Inc. will permit a non-binding shareholder resolution in
compliance with any applicable federal securities rules and regulations on the
disclosures provided under the federal securities laws related to SEO
compensation paid or accrued during any part of the most recently completed
fiscal year that was a TARP period;

(xi)          Princeton
National Bancorp, Inc. will disclose the amount, nature, and justification for
the offering during any part of the most recently completed fiscal year that
was a TARP period, of any perquisites, as defined in the regulations and
guidance established under section 111 of EESA, whose total value exceeds
$25,000 for any employee who is subject to the bonus payment limitations
identified in paragraph (viii);

(xii)          Princeton
National Bancorp, Inc. will disclose whether Princeton National Bancorp, Inc.,
the board of directors of Princeton National Bancorp, Inc., or the compensation
committee of Princeton National Bancorp, Inc. has engaged during any part of
the most recently completed fiscal year that was a TARP period a compensation
consultant; and the services the compensation consultant or any affiliate of
the compensation consultant provided during this period;

(xiii)          Princeton
National Bancorp, Inc. has prohibited the payment of any gross-ups, as defined
in the regulations and guidance established under section 111 of EESA, to the
SEOs and the next twenty most highly compensated employees during any part of
the most recently completed fiscal year that was a TARP period;

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(xiv)          Princeton
National Bancorp, Inc. has substantially complied with all other requirements
related to employee compensation that are provided in the agreement between
Princeton National Bancorp, Inc. and Treasury, including any amendments;

(xv)          Princeton
National Bancorp, Inc. has submitted to Treasury a complete and accurate list
of the SEOs and the twenty next most highly compensated employees for the
current fiscal year and the most recently completed fiscal year, with the
non-SEOs ranked in descending
order of level of annual compensation, and with the name, title, and employer
of each SEO and most highly compensated employee identified; and

(xvi)          I
understand that a knowing and willful false or fraudulent statement made in
connection with this certification may be punished by fine, imprisonment, or
both. (See, for example, 18 USC 1001).



| |                                                                               | 
| | ----------------------------------------------------------------------------- | 
| | /s/ Todd D.
 Fanning                                                          | 
| |                                                                               | 
| |                                                                              
| | Todd D.
 Fanning                                                             
| |                                                                              
| | Executive
 Vice President & Chief Operating Officer / Chief Financial Officer
| |                                                                              
| | March 30,
 2011                                                              

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