EXHIBIT 3.2


                                    BYLAWS OF

                        PRINCETON NATIONAL BANCORP, INC.

                      AMENDED AND RESTATED JANUARY 17, 2000
                            AMENDED JANUARY 27, 2003


ARTICLE I: MEETINGS OF STOCKHOLDERS

SECTION 1: The annual meeting of the stockholders of the Corporation shall be
held in Princeton, Illinois at a time and place to be determined by the Board of
Directors for the election of Directors and such other business as may properly
come before the meeting.

SECTION 2: Except as otherwise specifically provided by statute, special
meetings of the stockholders may be called for any purpose at any time by the
Board of Directors only. Every such special meeting, unless otherwise provided
by law, shall be called by mailing, postage prepaid, not less than ten days
prior to the date fixed for such meeting, to each stockholder at his address
appearing on the books of the Corporation a notice stating the place, date, hour
and purpose of the meeting.

SECTION 3: It shall be the duty of the President to give proper notice of the
place, day and hour of and other matters with respect to each meeting as may be
called pursuant to these Bylaws in the form and manner required or permitted by
the laws relating to the business for which such meeting is called.

SECTION 4: The Board of Directors may designate any place as the place of
meeting for any annual meeting. In the case of a special meeting, the meeting
shall be held at such place within Princeton, Illinois as may be designated in
the call.

SECTION 5: In lieu of closing the stock transfer books for the purpose of
determining stockholder entitled to notice of or to vote at any meeting of
stockholders, or stockholders entitled to receive payment of any dividend, or in
order to make a determination of stockholders for any other proper purpose, the
Board of Directors may fix in advance a date as the record date for any such
determination. In the absence of specific action by the Board closing the stock
transfer books or fixing a different record date, at each annual meeting of the
stockholders, and at each special meeting, each stockholder of record at the
close of business on the fifteenth (15th) day preceding the day of such meeting
shall be entitled to vote, in person or by proxy, the number of shares of stock
registered in his name on the stock books as of said record date.
Notwithstanding the foregoing, the record date with respect to a meeting of
stockholders to consider a merger or consolidation shall not be less than twenty
(20) days prior to such meeting.

SECTION 6: The Secretary shall make a record of the stockholders represented in
person or by proxy, giving the names of the stockholders present and the number
of shares of stock held by each; the names of stockholders represented by proxy;
the number of shares held by each and the names of the proxies. The record shall
show the number of shares voted, in person or by proxy, for each resolution and
for each candidate for Director and shall be filed with the minutes of the
Corporation.

SECTION 7: A majority of the outstanding shares of the capital stock of the
Corporation, represented either by the holders thereof or by duly authenticated
proxies, shall constitute a quorum for the transaction of business


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at any meeting of the stockholders, but in the absence of a quorum a meeting may
be adjourned from time to time without notice to the stockholders.

SECTION 8: (a) Business to be considered by the stockholders shall be brought
before an annual meeting (i) pursuant to the Corporation's notice of meeting,
(ii) by or at the direction of the Board or (iii) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in this Section, who is entitled to vote with respect thereto and
who complies with the notice procedures set forth in this Section. For business
to be properly brought before an annual meeting by a stockholder the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation and such proposed business must otherwise be a proper matter for
stockholder action. To be timely, a stockholder's notice must be delivered to or
mailed to and received by the Secretary at the principal executive offices of
the Corporation not later than the close of business on the 120th day nor
earlier than the close of business on the 150th day prior to the anniversary of
the mailing date of the proxy statement for the preceding year's annual meeting.
In no event shall the public or other announcement of an adjournment of an
annual meeting or the adjournment thereof commence a new time period for the
giving of a stockholder's notice as described above. Such stockholder's notice
to the Secretary of the Corporation shall set forth (i) as to any business the
stockholder proposed to bring before the annual meeting, (A) a brief description
of the business desired to be brought before the annual meeting, (B) the reasons
for conducting such business at the annual meeting, (C) any material interest in
such business of such stockholder and (D) the beneficial owner, if any, on whose
behalf the proposal is made, and (ii) as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the proposed business is to be
brought, (A) the name and address of such stockholder as they appear on the
Corporation's books, and the name and address of such beneficial owner and (B)
the class and number of shares of the Corporation's capital stock that are owned
beneficially and of record by such stockholder and such beneficial owner.

         (b) At any special meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting.

         (c) Notwithstanding anything in these Bylaws of the Corporation to the
contrary, only such business shall be brought before or conducted at a meeting
of stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section. The officer of the Corporation or
other person presiding over the meeting shall, if the facts so warrant,
determine and declare to the meeting that business was not brought before the
meeting in accordance with the provisions of this Section and, if such person
should so determine, such person shall so declare to the meeting and any such
business so determined not to be properly before the meeting shall be
disregarded.

SECTION 9: (a) Nominations of candidates for election as directors at any
meeting of stockholders may be made: (i) by, or at the direction of, a majority
of the Board, or (ii) by any stockholder of record entitled to vote at such
meeting; provided that only persons nominated in accordance with procedures set
forth in this Section shall be eligible for election as directors.

         (b) Nominations, other than those made by, or at the direction of, the
Board, may only be made pursuant to timely notice in writing to the Secretary of
the Corporation as set forth in this Section. To be timely, a stockholder's
notice shall be delivered to, or mailed and received by the Secretary of the
Corporation, for an annual meeting, not later than the close of business on the
120th day nor earlier than the close of business on the 150th day prior to the
anniversary of the mailing date of the proxy statement for the previous year's
annual meeting. Such stockholder notice shall set forth: (i) as to each person
whom the stockholder proposes to


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nominate for election as a director: (A) the name, age, business address and
residential address of such person; (B) the principal occupation or employment
of such person; (C) the class and number of shares of the Corporation's stock
which are beneficially owned by such person on the date of such stockholder
notice; and (D) any other information relating to such person that would be
required to be disclosed on Schedule 13D pursuant to Regulation 13D-G under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection
with the solicitation of proxies with respect to nominees for election as
directors, regardless of whether such person is subject to the provisions of
such regulations, including, but not limited to, information required to be
disclosed by Items 4(b) and 6 of Schedule 14A of Regulation 14A with the
Securities and Exchange Commission; and (ii) as to the stockholder giving the
notice: (A) the name and address, as they appear on the Corporation's books, of
such stockholder and the name and principal business or residential address of
any other beneficial stockholders known by such stockholder to support such
nominees; and (B) the class and number of shares of the Corporation's stock
which are beneficially owned by such stockholder on the date of such stockholder
notice and the number of shares owned beneficially by any other record or
beneficial stockholders known by such stockholder to be supporting such nominees
on the date of such stockholder notice. At the request of the Board, any person
nominated by, or at the request of, the Board for election as a director shall
furnish to the Secretary of the Corporation that information required to be set
forth in a stockholder's notice of nomination which pertains to the nominee.

         (c) The Board may reject any nomination by a stockholder not timely
made in accordance with the requirements of this Section. If the Board, or a
committee designated by the Board, determines that the information provided in a
stockholder's notice does not satisfy the informational requirements of this
Section in any material respect, the Secretary of the Corporation shall promptly
notify such stockholder of the deficiency in the notice. The stockholder may
cure the deficiency by providing additional information to the Secretary within
such period of time, not less than five days from the date such deficiency
notice is given to the stockholder, as the Board or such committee shall
determine. If the deficiency is not cured within such period, or if the Board or
such committee determines that the additional information provided by the
stockholder, together with information previously provided, does not satisfy the
requirements of this Section in any material respect, then the Board may reject
such stockholder's notice and the proposed nominations shall not be accepted if
presented at the stockholder meeting to which the notice relates. The Secretary
of the Corporation shall notify a stockholder in writing whether his or her
nomination has been made in accordance with the time and informational
requirements of this Section. Notwithstanding the procedure set forth in this
Section, if neither the Board nor such committee makes a determination as to the
validity of any nominations by a stockholder, the presiding officer of the
stockholder's meeting shall determine and declare at the meeting whether a
nomination was not made in accordance with the terms of this Section. If the
presiding officer determines that a nomination was not made in accordance with
the terms of this Section, he or she shall so declare at the meeting and the
defective nomination shall not be accepted.


ARTICLE II: DIRECTORS

SECTION 1: The business and affairs of the Corporation shall be managed by the
Board of Directors. Except as expressly limited by law, all corporate powers of
the Corporation shall be vested in and may be exercised by said Board.

SECTION 2: The number of directors of the Corporation and the term of office of
each director shall be as set forth in the Amended and Restated Certificate of
Incorporation. Any director may resign at any time upon written notice to the
Corporation.


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SECTION 3: (a) The Board of Directors may adopt such rules and regulations for
the conduct of its meeting and the management of the affairs of the Corporation
as it may deem proper, not inconsistent with the law of the United States, of
the state of Delaware, or these Bylaws; and all officers and employees shall
strictly adhere to and be bound by such rules and regulations.

         (b) The Board of Directors shall have power to appoint such committees,
as it may deem necessary, and from time to time, suspend or continue the powers
and duties of any committee.

SECTION 4: A meeting for the organization of the Board of Directors shall be
held immediately after adjournment of the annual stockholder meeting for the
election of Directors at such hour and at such place as shall be announced by
the President at such annual meeting as soon as the result of the election is
known. Regular meetings of the Board of Directors shall be held without other
notice than this Bylaw on the fourth Monday of January, April, July and October
at 8:15 a.m. at the main office of Citizens First National Bank, Princeton,
Illinois, unless such day be a legal holiday, in which case, the regular meeting
shall be held at the same time on the next business day, or at such other time
as the Board of Directors may determine. Special meetings may be called by the
President or by or at the written request of any three or more Directors. Except
to the extent the time or method of giving notice is regulated by statute,
twenty-four hours' notice of any special meeting, or such shorter period as the
person or persons calling such meeting deem appropriate in the circumstance,
shall be given by telegram, letter, telephone, facsimile or in person to each
Director, stating the time and place of each special meeting. Any Director may
waive notice of any meeting, by waiver signed either before or after such
meeting. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting with the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at nor the purpose of any meeting need be specified in
the notice or waiver.

SECTION 5: (a) A majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business. If, at any time fixed for
the meeting, a quorum is not present, the directors in attendance may adjourn
the meeting from time to time until a quorum is obtained.

         (b) Except as otherwise provided herein, the majority of those
Directors present and voting at any meeting of the Board of Directors shall
decide each matter considered. A Director cannot vote by proxy, or otherwise act
by proxy, at a meeting of the Board of Directors.

SECTION 6: The Board of Directors may appoint a Secretary of the Board of
Directors who may or may not be a member of the Board and who shall keep the
minutes of the meeting of the Board of Directors and perform such other duties
as the Board of Directors shall from time to time prescribe.

SECTION 7: Unless otherwise restricted by the Certificate of Incorporation or
Bylaws, any action required or permitted to be taken at any meeting of the Board
of Directors, or any committee thereof, may be taken without a meeting if all
members of the Board or Committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or Committee.

SECTION 8: Unless specifically prohibited by the Certificate of Incorporation,
members of the Board of Directors, or of any committee of the Board of
Directors, may participate in and act at any meeting of such Board or committee
through the use of a conference telephone or other communications equipment by
means of which all


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persons participating in the meeting can hear each other. Participation in such
a meeting shall constitute attendance and presence in person at the meeting of
the person or persons so participating.


ARTICLE III: OFFICERS AND MANAGERS

SECTION 1: The officers of the Corporation shall be a Chairman of the Board of
Directors, a President, one or more vice Presidents, a Secretary, a Treasurer
and any other officers designated by the Board. Said officers shall be elected
by the Board of Directors and shall hold their respective offices until the next
organizational meeting of the board of Directors, or until their successors are
elected and qualified. The President and Chairman of the Board of Directors
shall be persons who are duly elected members of the Board of Directors.
Election or appointment of an officer or agent shall not of itself create
contract rights. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the
best interests of the Corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Any two or more offices may be held by the same person. A vacancy in
any office because of death, resignation, removal, disqualification or
otherwise, may be filled by the Board of Directors for the unexpired portion of
the term.

SECTION 2: All officers shall be subject to the supervision and direction of the
Board of Directors.

SECTION 3: (a) CHAIRMAN OF THE BOARD OF DIRECTORS - The Chairman of the Board of
Directors shall participate in the supervision of the policies of the
Corporation and shall have such other duties as shall be assigned to him by the
Board of Directors. He shall preside at meetings of the stockholders and at
meetings of the Board of Directors.

         (b) PRESIDENT - The President shall be the chief executive officer of
the Corporation and as such, shall have, subject to the supervision and
direction of the Board of Directors, general supervision of the business,
property and affairs of the Corporation and all of the powers vested in him by
law or by these Bylaws, or which usually attach or pertain to such office. He
shall be an EX OFFICIO member of all committees. He shall have power on behalf
of the Corporation to execute any and all contracts, and sign certificates,
checks, drafts, orders, receipts or other instruments or documents not required
by the Bylaws or by any resolution of the Board of Directors or by law to be
signed by another officer or officers. He shall have power on behalf of the
Corporation to accept any office, duty or position of trust or confidence, which
the Corporation may be by law authorized to accept. He shall have power to
declare defaults, employ counsel and direct the taking of any legal action in
reference to any matter or thing touching the interests of the Corporation. He
shall make a report at each regular meeting of the Board of Directors of such
matters as the Board of Directors may request or he determines.

         (c) VICE PRESIDENTS - The Vice President, or each of the Vice
Presidents if there is more than one, shall have and perform such duties as the
President may delegate, and is authorized, subject to the supervision and
direction of the President and within the limits authorized by the Board of
Directors, to execute contracts and agreements in relation to loans and other
borrowings incurred in the ordinary course of business, sign authentications and
certificates in connection with certificates of stock and sign or countersign
checks, drafts, and all similar instruments or obligations issued by this
Corporation.

         (d) TREASURER - The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate account of receipts and
disbursements in books belonging to the


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Corporation. The Treasurer shall deposit all monies and other valuables in the
name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors.

The Treasurer shall disburse such funds of the Corporation as may be ordered by
the Board of Directors, or the President, taking proper vouchers for such
disbursements. The Treasurer shall render to the President and Board of
Directors at the regular meetings of the Board of Directors, or whenever they
may request it, an account of all his transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
the Treasurer shall give the Corporation a bond for the faithful discharge of
their duties in such amount and with such surety as the Board shall prescribe.

         (e) SECRETARY - The Secretary shall give, or cause to be given, notice
of all meetings of stockholders and directors, and all other notice required by
law or by these Bylaws, and in case of the Secretary's absence or refusal or
neglect to do so, any such notice may be given by any person thereunto directed
by the President, or by the Directors, or stockholders, upon whose requisition
the meeting is called as provided in these Bylaws. The Secretary shall record
all the proceedings of the meetings of the Corporation and of the Directors in a
book to be kept for that purpose, and shall perform such other duties as may be
assigned to the Secretary by the Directors or the President. The Secretary shall
have the custody of the seal of the Corporation and shall affix the same to all
instruments requiring it, when authorized by the Directors or the President and
attest the same.

         (f) OTHER OFFICERS - The Board of Directors may appoint one or more
Assistant Treasurers, one or more Assistant Secretaries, and such other officers
as from time to time may appear to the Board of Directors to be required or
desirable to transact the business of the Corporation. Such officers shall
respectively exercise such powers and perform such duties as may be delegated to
the several offices, or as may be conferred upon, or assigned to them, by the
Board of Directors or by the President.


ARTICLE IV: COMMITTEES

         The Board of Directors may appoint from time to time such committees of
Directors for such purpose and with such powers as the Board may determine.


ARTICLE V: SEAL

         The Board of Directors shall provide a seal for the Corporation, which
shall be in the charge of the Secretary or any other officer designated by them
or by the President, such seal or a facsimile thereof to be affixed to or
otherwise reproduced on certificates of stock and any other documents in
accordance with the directions of the Board of Directors, the President, any
Vice President or the Secretary.


ARTICLE VI: CAPITAL STOCK

SECTION 1: Every holder of stock in the Corporation shall be entitled to have a
certificate, signed by, or in the name of the Corporation by, the Chairman of
the Board of Directors or by the President or a Vice President and the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by them in the Corporation.
Where a certificate is countersigned (1) by a transfer agent other than the
Corporation or its employee, or (2) by a registrar other than the Corporation or
its employee, any other signature on the certificate may be facsimile. In case
of any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer,


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transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if they were such officer, transfer
agent or registrar at the date of issue.

SECTION 2: If the Corporation shall be authorized to issue more than one class
of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preference and/or rights shall be as determined by the
Board of Directors in accordance with then applicable provisions of the General
Corporation Law of the State of Delaware.

SECTION 3: A new certificate of stock may be issued in the place of any
certificate theretofore issued by the Corporation, alleged to have been lost or
destroyed, and the Directors may in their discretion, require the owner of the
lost or destroyed certificate, or their legal representative, to give the
Corporation a bond, in such sum as they may direct, not exceeding double the
value of the stock to indemnify the Corporation against any claim that may be
made against it on account of the alleged loss of any such certificate, or the
issuance of any such new certificate.

SECTION 4: The shares of stock of the Corporation shall be transferable only
upon its books by the holders thereof in person or by their duly authorized
attorneys or legal representatives, and upon such transfer the old certificates
shall be surrendered to the Corporation by the delivery thereof to the person in
charge of the stock and transfer books and ledgers, or to such other person as
the directors may designate, by whom they shall be canceled, and new
certificates shall thereupon be issued. A record shall be made of each transfer
and whenever a transfer shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer, if when the
certificates are presented for transfer, both the transferor and the transferee
request the Corporation to do so.


ARTICLE VII: PROHIBITED LOANS

         This Corporation shall make no loans in whole or in part upon the stock
of this Corporation as collateral.


ARTICLE VIII: INDEMNIFICATION OF DIRECTORS OR OFFICERS

SECTION 1: The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation), by reason of the
fact that such person is or was a director, officer, employee or agent of the
Corporation, or is or was a director, officer, employee or agent of the
Corporation serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in, or not opposed
to, the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.


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SECTION 2: The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director, officer, employee or agent of the
Corporation serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Delaware Court
of Chancery of the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of 1iability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper.

SECTION 3: Any indemnification under Sections (1) and (2) of this ARTICLE VIII
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because such person
has met the applicable standard of conduct set forth in Sections (1) and (2) of
this ARTICLE VIII. Such determination shall be made (i) by a majority vote of
the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (ii) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (iii)
by the stockholders.

SECTION 4: Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized in this ARTICLE VIII. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board of Directors deem
appropriate. (Amended October 21, 2002).

SECTION 5: The indemnification and advancement of expenses provided by, or
granted pursuant to, the other Sections of this ARTICLE VIII shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

SECTION 6: The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the Corporation would have the
power to indemnify such person against such liability under this ARTICLE VIII or
otherwise.

SECTION 7: For purposes of this ARTICLE VIII, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent or a constituent) absorbed in a


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consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this ARTICLE VIII with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.

SECTION 8: For purposes of this ARTICLE VIII, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this ARTICLE
VIII.

SECTION 9: The indemnification and advancement of expenses provided by, or
granted pursuant to this ARTICLE VIII shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

SECTION 10: The Delaware Court of Chancery is vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this ARTICLE VIII. The Delaware Court of Chancery may summarily
determine the Corporation's obligation to advance expenses (including attorneys'
fees).

SECTION 11: Notwithstanding any other Article of these Bylaws, no amendment,
modification, restatement or repeal of the Bylaws shall limit or impair in any
manner the rights of any person to indemnification or advancement of expenses
under this ARTICLE VIII in respect of any action or failure to act occurring
prior to such amendment, modification, restatement or repeal.

SECTION 12: The provisions of this ARTICLE VIII shall be deemed to be a contract
between the Corporation and each person who serves as such officer or director
in any such capacity at any time while this ARTICLE III and the relevant
provisions of the General Corporation Law of Delaware or other applicable laws,
if any, are in effect, and any repeal or modification of any such law or this
ARTICLE III shall not affect any rights or obligations then existing with
respect to any state of facts then or theretofore existing or any action, suit
or proceeding theretofore or thereafter brought or threatened based in whole or
in part upon any such state of fact .


ARTICLE IX MISCELLANEOUS

SECTION 1: The registered office shall be established and maintained at 606
South Main Street, in the City of Princeton, in Bureau County, in the State of
Illinois.

SECTION 2: The Corporation may have other offices, either within or without the
State of Illinois, at such place or places as the Board of Directors may from
time to time appoint or the business of the Corporation may require.


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SECTION 3: The fiscal year of the Corporation shall be fixed by resolution of
the Board of Directors.


ARTICLE X AMENDMENT OR REPEAL

         These Bylaws may be amended, altered or repealed, at any regular
meeting of the Board of Directors by vote of a majority of the total number of
Directors.

         Adopted by unanimous vote of the Board of Directors of Princeton
National Bancorp, Inc. this 21st day of January, A.D., 2003.

                             /s/ Lou Ann Birkey
                             ---------------------------------------------------
                             Lou Ann Birkey, Vice President - Investor Relations
                             & Corporate Secretary











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