EXHIBIT 14. CODE OF ETHICS                                             02/17/04

                    CITIZENS FIRST NATIONAL BANK OF PRINCETON
                               PRINCETON, ILLINOIS

            POLICY RELATING TO CONFLICT OF INTEREST & CODE OF ETHICS

A.       General Statement
         -----------------

         1.       The Directors, Officers and Employees of this Bank have
                  established a reputation over a long period of years for their
                  high level of ethical and legal conduct, integrity and sound
                  judgment. This policy in no way suggests that anyone now
                  associated with the Bank does not meet these standards; yet,
                  with changing times and the substantial growth in staff and
                  services performed, basic policies relating to conflict of
                  interest, self-dealing and code of ethics need to be
                  reaffirmed.

         2.       The long-term success of the Bank is contingent upon the
                  complete confidence of its customers and the community. This
                  is an area where there can be no compromise with the highest
                  standards.

         3.       A conflict of interest exists where a Director, Officer or
                  Employee, or a member of their family has a financial
                  interest, direct or indirect, in a customer, supplier or other
                  principal, dealing with the Bank, and that interest is of such
                  extent or nature that it might reasonably affect their
                  judgment or their decisions exercised on behalf of the Bank.

                  It is the policy of this Bank that Directors, Officers and
                  Employees must avoid personal transactions in which their
                  personal interest will conflict, or appear to conflict, with
                  the best interest of the Bank or the Bank's customers.

         4.       Directors, Officers and Employees shall not enter into any
                  business transaction with a Bank customer or fiduciary in
                  which they receive a personal benefit to the detriment of the
                  customer or fiduciary (referred to as self-dealing) due to
                  knowledge and/or position they have with the Bank.

         5.       Conflicts of interest may occur in a number of ways. Below are
                  several statements covering possible situations of conflict;
                  they are not all-inclusive, but are set out as guides for the
                  Bank's staff. All potential conflicts of interest must be
                  disclosed to the CEO.

B.       Outside Business Interests
         --------------------------

         1.       Where an Officer or Employee or any member of their immediate
                  family has a significant financial interest in any business
                  other than the Bank, they shall report the existence of such
                  interest to the CEO.

         2.       No Officer or Employee with a significant financial interest
                  in a business shall make or


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                  approve any bank loan to that business or any bank purchase
                  from that business or shall exercise any discretionary
                  authority whatsoever with respect to any other transaction or
                  course of dealing between the business and the Bank.

         3.       When requested, Officers and their spouses will submit
                  detailed combined personal financial statements to the
                  Directors' Audit Committee and the CEO. Such information will
                  be confidential and restricted to review by the above
                  individuals.

C.       Outside Business Activities
         ---------------------------

         1.       No Officer or Employee shall engage in or continue in any
                  outside business activity, as an individual owner or as a
                  principal with others, unless such activity shall have been
                  reported to and approved by the CEO.

         2.       No Officer or Employee shall engage in an outside business
                  activity that is of such nature that participation will be
                  detrimental to the best interests of the Bank and/or its
                  customers.

         3.       Under no circumstances shall any Officer or Employee own or
                  operate any outside business involving the lending or
                  investing of money or the rendering of any other service
                  offered by the Bank, except with approval of the CEO.

D.       Outside Employment
         ------------------

         1.       In no instance shall an Officer or Employee engage in any
                  outside employment which might reasonably subject the Bank to
                  criticism or adverse publicity, or which will encroach on Bank
                  working time or necessitate such long hours as to affect their
                  physical or mental effectiveness at the Bank.

         2.       No Officer or Employee shall be affiliated as an Employee or
                  any other capacity with any business or financial institution,
                  which provides services that are in direct competition with
                  services provided by this Bank.

         3.       In all instances of existing or proposed outside employment:

                  a.       Officers shall report such to the CEO.

                  b.       Employees shall report to their immediate supervisor.

E.       Outside Businesses for Profit Directorships
         -------------------------------------------

         1.       The Bank recognizes the value to itself, to the individual,
                  and to the outside corporation, of having the Bank's Officers,
                  Employees and Directors serve as Directors of outside
                  corporations and has no policy against such directorships
                  where the circumstances are appropriate and no real or
                  apparent conflict of interest is involved.


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CONFLICT OF INTEREST


         2.       With respect to Officers and Employees, however, all existing
                  outside directorships shall be reported to the CEO on an
                  annual basis, and all proposed new directorships must first be
                  cleared with the CEO before acceptance.

         3.       No Officer or Employee serving as a Director of an outside
                  corporation shall make or approve any bank loan to that
                  corporation or any bank purchase from that corporation or
                  shall exercise any discretionary authority whatsoever with
                  respect to any other transaction or course of dealing between
                  the corporation and the Bank.

F.       Bank Bribery Amendments Act of 1985
         -----------------------------------

         Title 18 U.S.C. S215 states "whoever, as an officer, director,
         employee, agent, or attorney of a financial institution, corruptly
         solicits or demands for the benefit of any person, or corruptly accepts
         or agrees to accept, anything of value from any person, intending to be
         influenced or rewarded in connection with any business or transaction
         of such institution; shall be fined not more than $1,000,000 or three
         times the value of the thing given, offered, promised, solicited,
         demanded, accepted, or agreed to be accepted, whichever is greater, or
         imprisoned not more than 30 years, or both, but if the value of the
         thing given, offered, promised, solicited, demanded, accepted, or
         agreed to be accepted does not exceed $1,000, shall be fined under this
         title (18) or imprisoned not more than one year, or both."

         Directors, Officers and Employees shall not accept anything of value in
         connection with a banking transaction. In addition, they shall not
         accept anything of value exceeding $50 (including discounts on
         merchandise or services) from any person doing business with the Bank.
         As an exception to this policy, Directors, Officers and Employees of
         the Bank may accept certain discounts from Citizens First National
         Investment Services that are generally offered to all such individuals
         at locations where Citizens First National Investment Services
         maintains an office. Such limitation will allow for those gratuities,
         which are generally extended in a normal business/social relationship,
         but should serve as a restraint to undue influence upon the bank staff.
         If a Director, Officer or Employee is offered or receives something of
         value beyond the above limit, then the individual receiving the thing
         of value must report the incident to the CEO.

G.       Civic, Charitable, Professional and Political Activities
         --------------------------------------------------------

         1.       The Bank encourages its Officers and Employees to participate
                  in worthy civic, charitable and professional activities.

                  a.       As a general rule, however, no such activity shall be
                           permitted to infringe on or impair to any significant
                           extent the time or efficiency of the duties and
                           services of the participating Officer or Employee
                           with the Bank.

                  b.       If an assignment with any such activity is likely to
                           involve any significant amount of Bank time, the
                           Officer or Employee shall first obtain the approval
                           of the head of his department before accepting any
                           such assignment.

         2.       The Bank also encourages its Officers and Employees to
                  exercise, as individuals, the prerogatives of good citizenship
                  and to participate, as individuals, directly or indirectly in
                  all elective processes at every level of government.


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CONFLICT OF INTEREST


                  a.       Any Officer or Employee, however, who engages
                           directly or indirectly in any form of political
                           activity shall notify the CEO before becoming
                           involved and shall clearly and publicly do so as an
                           individual and not as a representative of the Bank.

                  b.       As a general rule, no political activity of any kind
                           shall be permitted to infringe on or impair to any
                           significant extent the time or efficiency of the
                           duties and services of the participating Officer or
                           Employee with the Bank.

                  c.       No Officer or Employee shall accept a nomination or
                           appointment to any public office without first
                           obtaining the approval of the CEO.

H.       Compensation for Outside Services
         ---------------------------------

         1.       No Officer or Employee may receive compensation for an outside
                  service if the Bank provides such service, except as hereafter
                  provided.

         2.       Officers and Employees may receive outside services
                  compensation under the following conditions:

                  a.       Income tax service.

                  b.       Bookkeeping and/or accounting work.

                  c.       Clerking public auctions.

                  Inasmuch as clerking sales has been a service provided through
                  the Bank by individual Officers for many years after and
                  during banking hours, Senior Management will determine which
                  Officers will participate in clerking sales. However, in the
                  event that individuals from the Bank clerk a sale in which the
                  customer is a CFNB customer and in financial distress and
                  there is a danger of loss to the Bank, it is expressly
                  understood that no clerking fees will be received by any
                  member of the Bank's staff.

                  d.       Managing farms and other real estate as Trustee or
                           Fiduciary.

                  e.       Other services as approved by the CEO.

         3.       Staff members will not actively participate in insurance, real
                  estate or stock brokerage sales for compensation.

I.       Serving as an Individual Fiduciary
         ----------------------------------

         1.       No Staff Member shall act solely or in conjunction with anyone
                  else in a fiduciary capacity except for (a) members of their
                  immediate family, or (b) with the prior approval of the CEO.

         2.       In all instances in which a Staff Member has knowledge that
                  they have been named executor or trustee or in any other
                  fiduciary capacity, solely or in conjunction with anyone else,
                  or that they have been named a beneficiary under the will of
                  any customer that is not a member of


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CONFLICT OF INTEREST


                  their family, they shall report such fact promptly to the CEO.

         3.       Where a Staff Member is authorized to act on behalf of another
                  in a fiduciary capacity (excluding a member of their immediate
                  family or a nonprofit community organization) in any dealings
                  with the Bank, before exercising such authority, they shall
                  advise the CEO in writing, setting out the nature of the
                  signing authority, including access to safe deposit boxes and
                  other areas of authority under which the Officer or Employee
                  will act.

J.       Sale or Purchase of Securities or Other Property
         ------------------------------------------------

         1.       No Officer or Employee (or member of their immediate family)
                  having knowledge of recommendations or proposed action
                  resulting from the Bank's investment research studies shall
                  make use of such knowledge in a manner which may affect
                  adversely the market price or availability of securities which
                  the Bank or its customers may buy or sell as the result of
                  such research studies.

         2.       In purchasing new issues of securities through the Bank, all
                  needs of the Bank's trust accounts shall be satisfied before
                  any Officer, Employee or Director, or member of their
                  immediate family, shall receive any part of his personal
                  order.

         3.       Any purchase or sale of securities through the Bank by any
                  Officer, Employee or Director, or member of their immediate
                  family, shall be handled in such a way that the broker is
                  clearly informed that the order is not a Bank or Trust
                  Department Order. In such instances, however, the name of the
                  purchaser or seller need not necessarily be revealed to the
                  broker at the time the order is placed.

K.       Purchase of Assets from the Bank
         --------------------------------

         No Officer, Employee or Director, or member of their immediate family,
         shall purchase real or personal property offered for sale by the Bank
         individually or in a fiduciary or agency capacity, where such property
         is held in a trust account or has been acquired by the Bank by
         foreclosure or repossession (whether for the Bank or on behalf of
         another Bank).

L.       Loans and Other Obligations
         ---------------------------

         1.       No Officer or Employee shall borrow money from or become
                  obligated in any way directly or indirectly, to any of the
                  Bank's customers or suppliers except for:

                  a.       Loans (at current rates of interest) from other banks
                           or other public lending institutions.

                  b.       Normal charge accounts or personal bills of a normal
                           nature arising in a way as if, and subject to the
                           same terms, conditions, and treatment, no
                           identification with an Officer or Employee of the
                           Bank were involved.

                  c.       Other exceptions as approved by the CEO.

         2.       Loans to Staff Members


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CONFLICT OF INTEREST


                  a.       Executive Officers may obtain real estate loans from
                           the Bank, provided they are sold in the secondary
                           market; however, such borrowings must conform to the
                           appropriate regulations.

                  b.       Other Officers and Employees may borrow from the Bank
                           with the approval of the Senior Loan Officer,
                           Commercial Banking Managers, Senior Vice President -
                           Consumer Banking, or the CEO. Loans will be granted
                           only if such requests meet current loan standards as
                           provided in the Bank loan policy.

                  c.       Assumptions of real estate loans by any Officer or
                           Employee are authorized providing, however, that any
                           such assumptions must conform to current regulatory
                           requirements.

         3.       Nothing herein shall relieve any Officer of the responsibility
                  of making a written report to the Board of Directors as
                  required by Regulatory Agencies stating the date, amount,
                  security and purpose of any loan obtained by any such Officer
                  from any other Bank.

         4.       When acting for the Bank, no Officer or Employee shall make or
                  approve any loan to or purchase from (1) any member of their
                  immediate family or (2) any business in which a member of
                  their immediate family has a significant financial interest,
                  or shall exercise any discretionary authority whatsoever with
                  respect to any other transaction or course of dealing between
                  the Bank and any such family member of business.

M.       "Insider Trading" by Officers, Employees & Directors
         ----------------------------------------------------

         1.       Care must be taken by every Officer, Employee and Director to
                  avoid improper actions in buying or selling securities, either
                  personally or by the Trust Department of the Bank, based on
                  so-called "insider information" or on other confidential
                  information which might affect the market price of corporate
                  securities.

         2.       No Officer, Employee or Director or member of their immediate
                  family, shall make use of any significant information coming
                  to their attention, by virtue of their position with the Bank
                  about the affairs of Citizens First National Bank, in buying
                  or selling the stock of Princeton National Bancorp, Inc.,
                  either personally or for trust accounts or in advising others
                  to buy or sell such stock, until such information has been
                  made available generally to the market and all stockholders of
                  Princeton National Bancorp, Inc.

         3.       This is not meant to preclude the purchase or sale of
                  Princeton National Bancorp, Inc. stock by Officers, Directors
                  and/or Employees that may from time to time be made available
                  to them in the normal course of business.

N.       Use of Bank Services by Officers and Employees
         ----------------------------------------------

         1.       When utilizing a type of service provided and offered by
                  Citizens First National Bank, Officers will, if at all
                  possible, use the services of the Bank, except in those
                  situations where the service is of such type that a member of
                  the family can provide the service.

         2.       Employees and their families are encouraged to use Bank
                  services when such services are


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CONFLICT OF INTEREST


                  applicable to their needs.

O.       Code of Ethics
         --------------

         A Code of Ethics sets forth a discipline of moral duty and conduct in
         support of the demanding standards of a profession. The Bank has a
         professional obligation to its customers, directors, and the general
         public. This obligation can best be met through adherence to a Code of
         Ethics. Individual professional judgment is essential in the
         application of this Code.

         The Code

         1.       Discharge your responsibilities with thoroughness, competency,
                  honesty, and objectivity.

         2.       Examine and/or review sufficient factual information before
                  presenting a report or making a decision.

         3.       Respect the confidentiality and proprietary nature of
                  information received in the performance of your duties,
                  refrain from using such information for personal gain and not
                  knowingly permit any other person to use such information for
                  personal gain.

         4.       Refrain from entering into any activity that is in conflict
                  with the interest of the Bank. Avoid activities or the
                  acceptance of anything of value that prejudices your ability
                  to objectively discharge your professional duties and
                  responsibilities.

         5.       Report individual misconduct and unlawful practices to an
                  Executive Officer of the Bank.

         6.       Strive to enhance the knowledge and skills necessary to
                  competently and effectively perform your duties.

         7.       Maintain high standards of ethical conduct and character in
                  both professional and personal activities.

         8.       Uphold the standards and responsibilities of Citizens First
                  National Bank.

P.       Directors
         ---------

         Most potential conflict of interest situations occur involving Officers
         and Employees; however, where applicable, this policy also applies to
         Directors. In addition to the previously stated policies, Directors
         also will adhere to the additional:

         1.       In general, Directors will not receive any special
                  consideration relative to Bank services normally provided to
                  Bank customers.

                  a.       Loan standards (quality and terms) using comparable
                           analysis procedures will be applied to Directors'
                           loan applications and loans on the same basis as
                           other loan customers. This does not suggest that the
                           Bank will not make loans to Directors, but clearly
                           defines that the Directors will not be granted
                           preferential status. This policy also applies to the
                           Directors' immediate families and any partnership or
                           corporation in


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CONFLICT OF INTEREST


                           which the Director owns a substantial interest.

                  b.       Directors shall not be granted preferential interest
                           rates on loans.

                  c.       All loans and/or lines of credit will be individually
                           approved by Board action.

         2.       Bank Directors may not serve as a Director of another
                  organization that provides services of any type that are
                  comparable to services provided by the Bank, if the
                  organization has an office located within the Bank's market
                  area, unless the organization is an affiliate of the parent
                  bank holding company.

         3.       Directors will not utilize any information made available to
                  them due to position as a Director relative to Bank customers
                  for personal benefit or benefit to their immediate family or
                  any organization in which the Director is a substantial owner.

         4.       Individual Bank Directors will not be in a business that
                  provides services comparable to any service provided by the
                  Bank, without prior knowledge and approval of the entire
                  Board.

         5.       Directors shall not perform any act or be associated with any
                  business or organization whereby in doing so the act or
                  relationship would be obviously detrimental to the welfare of
                  the Bank.

         6.       As part of their Board responsibility, Directors will use the
                  services provided by the Bank and are encouraged not to
                  utilize similar services provided by other individuals and/or
                  organizations.

Q.       Training
         --------

         The Bank's Conflict of Interest & Code of Ethics Policy will be
         reviewed with new employees during their new employee orientation.


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