EX-4.1







EXHIBIT 4.1


PAGE 1





Delaware



 
The First State




     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM
AND INCLUDING THE RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE
ATTACHED OF “PRINCETON NATIONAL BANCORP, INC. ” AS RECEIVED AND FILED IN THIS
OFFICE.



     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:



     RESTATED CERTIFICATE, FILED THE TWELFTH DAY OF MARCH, A.D. 1992, AT 12
O’CLOCK P.M.



     CERTIFICATE OF OWNERSHIP, FILED THE NINETEENTH DAY OF JANUARY, A.D.
1995, AT 4 O’CLOCK P.M.



     CERTIFICATE OF AMENDMENT, FILED THE FIRST DAY OF AUGUST, A.D. 1997, AT 9
O’CLOCK A.M.



     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-FIFTH DAY OF JULY, A.D. 2003,
AT 12:22 O’CLOCK P.M.



     CERTIFICATE OF DESIGNATION, FILED THE TWENTY-NINTH DAY OF JULY, A.D.
2003, AT 8:26 O’CLOCK P.M.



     CERTIFICATE OF OWNERSHIP, FILED THE TWENTY-NINTH DAY OF JULY, A.D. 2005,
AT 12:16 O’CLOCK P.M.



     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF



	 	 	 	 	 
	0921760      8100X 

090027051

	 	
	 	
 

Harriet Smith Windsor, Secretary of State 

AUTHENTICATION: 7076955

DATE: 01-12-09





You may verify this certificate online at corp.delaware.gov/authver.shtml






 









 






PAGE 2



Delaware



 

The First State



THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE THIRTY-FIRST DAY OF JULY, A.D.
2005, AT 5:02 O’CLOCK P.M.




	 	 	 	 	 
	0921760       8100X 

090027051

	 	
	 	
 

Harriet Smith Windsor, Secretary of State 

AUTHENTICATION: 7076955

DATE: 01-12-09





You may verify this certificate online at corp.delaware.gov/authver.shtml



 









 






	 	 	 
	 

	 	STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:00 PM 03/12/1992

920725237 — 921760






AMENDED AND RESTATED




CERTIFICATE OF INCORPORATION




OF




PRINCETON NATIONAL BANCORP, INC.




     Princeton National Bancorp, Inc., a corporation organized and existing under the laws of the
State of Delaware, hereby certifies as follows:



     1. The name of the corporation is Princeton National Bancorp, Inc. (the “Corporation”). The
Corporation filed its original Certificate of Incorporation with the Delaware Secretary of State
on September 4, 1981.



     2. This Amended and Restated Certificate of Incorporation restates, integrates and further
amends the provisions of the Certificate of Incorporation of this Corporation as heretofore
amended or supplemented.



     3. The text of the Certificate of Incorporation as amended or supplemented heretofore is
hereby amended and restated to read as herein set forth in full:



     FIRST: The name of the Corporation is Princeton National Bancorp, Inc.



     SECOND: The address of its registered office in the State of Delaware is 32 Loockerman
Square, Suite L-100, in the City of Dover, County of Kent. The name of its registered agent at
such address is The Prentice-Hall Corporation System, Inc.



     THIRD: The purposes of the Corporation is to engage in any lawful act or activity for
which a corporation may be organized under the General Corporation Law of the State of Delaware.
Without limiting in any manner the scope and generality of the foregoing, it is hereby provided
that the Corporation shall have the following purposes, objects and powers:




	 	(a)	 	To improve, manage, develop, sell, assign, transfer, lease,
mortgage, pledge or otherwise dispose of or turn to account or deal with
all or




 









 






	 	 	 	any part of the property of the Corporation and from time to time to vary any investment
or employment of capital of the Corporation.






	 	(b)	 	To borrow money, and to make and issue notes, bonds, debentures, obligations and evidences
of indebtedness of all kinds, whether secured by mortgage, pledge or otherwise, without limit
as to amount, and to secure the same by mortgage, pledge or otherwise: and generally to make
and perform agreements and contracts to every kind and description, including contracts of
guaranty and suretyship.
	 
	 	(c)	 	To lend money for its corporate purposes, invest and reinvest its funds, and take, hold and
deal with real and personal property as security for the payment of funds so loaned or
invested.
	 
	 	(d)	 	To pay pensions and establish and carry out pension, profit sharing, stock option, stock
purchase, stock bonus, retirement, benefit, incentive and commission plans, trusts and
provisions for any or all of its directors, officers and employees, and for any or all of the
directors, officers and employees of its subsidiaries; and to provide insurance for its
benefit on the life of any of its directors, officers or employees, or on the life of any
stockholder for the purpose of acquiring at his death shares of its stock owned by such
stockholder.
	 
	 	(e)	 	To acquire by purchase, subscription or otherwise, and to hold for investment or otherwise
and to use, sell, assign, transfer, mortgage, pledge or otherwise deal with or dispose of
stocks, bonds or any other obligations or securities of any corporation or corporations




2









 






	 	 	 	(including, but not limited to, stock in a national banking association); to merge or consolidate
with any corporation in such manner as may be permitted by law; to aid in any manner any
corporation whose stocks, bonds or otherwise obligations are held or in any manner guaranteed by
this Corporation, or in which this Corporation is in any way interested; and to do any other acts
or things for the preservation, protection, improvement or enhancement of the value of any such
stock, bonds or other obligations; and while owner of any such stock, bonds or other obligations to
exercise all the rights, powers and privileges of ownership thereof, and to exercise any and all
voting powers thereon; and to guarantee the payment of dividends upon any stock the principal or
interest or both, of any bonds or other obligations, and the performance of any contracts.






	 	(f)	 	To
do all and everything necessary, suitable and proper for the accomplishment of any of the purposes
or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set
forth, either alone or in association with other corporations, firms or individuals, and to do
every other act or acts, thing or things incidental or appurtenant to or growing out of or
connected with the aforesaid business or powers or any part or parts thereof, provided that same be
not inconsistent with the laws under which this Corporation is organized.






3









 









	 	(g)	 	The business or purpose of the Corporation is from time to time to do any one or more of the
acts and things hereinabove set forth, and it shall have power to conduct and carry on its said
business, or any part thereof, and to have one or more offices, and to exercise any or all of its
corporate powers and rights, in the State of Delaware, and in the various other states,
territories, colonies and dependencies of the United States, in the District of Columbia, and in
all or any foreign countries.
	 
	 	(h)	 	The enumeration herein of the objects and purposes of the
Corporation shall be construed as powers as well as objects and purposes and shall not be deemed
to exclude by inference any powers, objects or purposes which the Corporation is empowered to
exercise, whether expressly by force of the laws of the State of Delaware now or hereafter in
effect, or impliedly by the reasonable construction of the said laws.





     FOURTH: The total number of
shares of capital stock which the Corporation shall have authority to issue is four million
(4,000,000) shares of common stock, par value $5.00 per share.



     FIFTH: A. Number, Term and Election. The Board of Directors shall consist
of not less than five nor more than twenty-five directors, with the exact number of directors to be
fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of
the Board of Directors then in office. The directors shall be divided into three classes. At the
meeting held for the election of the first board following the classification of directors,
directors of the first class shall be elected for a term which shall expire at the first annual
meeting of stockholders following their election, directors of the second class shall be elected
for a term which



4









 




shall expire at the second annual meeting following their election, and directors of the third
class shall be elected for a term which shall expire at the third annual meeting following their
election. At each annual meeting following such classification and initial election, directors
chosen to succeed those whose terms expire shall be elected for a term which shall expire at the
third annual meeting following their election so that the term of office of one class of directors
shall expire in each year. All directors of the Corporation shall hold office until their
respective successors are duly elected and qualified. Any director elected to a particular class
by the stockholders or appointed by the directors pursuant to paragraph B of Article Fifth shall
be eligible, upon resignation, to be elected to a different class in which a vacancy exists.




     The names and addresses of the persons who shall serve as directors and, effective upon the
filing of this Amended and Restated Certificate of Incorporation, the class in which such
directors shall serve, shall be as follows:



	 	 	 	 	 	 	 	 	 
	Name	 	Address	 	Class	 	Expiration of Term
	 
	 	 	 	 	 	 	 	 
	D.E. Van Ordstrand

	 	606 South Main Street

Princeton, Illinois
61356
	 	 	1	 	 	1993 Annual Meeting
	 
	 	 	 	 	 	 	 	 
	Don S. Browning

	 	606 South Main Street

Princeton, Illinois
61356
	 	 	1	 	 	1993 Annual Meeting
	 
	 	 	 	 	 	 	 	 
	Donald E. Grubb

	 	606 South Main Street

Princeton, Illinois
61356
	 	 	1	 	 	1993 Annual Meeting
	 
	 	 	 	 	 	 	 	 
	Thomas M. Longman

	 	606 South Main Street

Princeton, Illinois 61356
	 	 	2	 	 	1994 Annual Meeting
	 
	 	 	 	 	 	 	 	 
	James P. Monier

	 	606 South Main Street

Princeton, Illinois 61356
	 	 	2	 	 	1994 Annual Meeting
	 
	 	 	 	 	 	 	 	 
	Tony J. Sorcic

	 	606 South Main Street

Princeton, Illinois 61356
	 	 	2	 	 	1994 Annual Meeting
	 
	 	 	 	 	 	 	 	 
	
Dr. Harold C. Hutchinson, Jr.


	 	606 South Main Street

Princeton, Illinois
61356
	 	 	3	 	 	1995 Annual Meeting






5









 






	 	 	 	 	 	 	 	 	 
	Name	 	Address	 	Class	 	Expiration of Term
	 
	 	 	 	 	 	 	 	 
	Thomas R. Lasier

	 	606 South Main
Street 
Princeton,
Illinois 61356
	 	 	3	 	 	1995 Annual Meeting
	 
	 	 	 	 	 	 	 	 
	Stephen W. Samet

	 	606 South Main
Street 
Princeton,
Illinois 61356
	 	 	3	 	 	1995 Annual Meeting






          B. Newly Created Directorships. Unless the Board of Directors
otherwise determines, newly created directorships resulting from any increase in the
authorized
number of directors or any vacancies in the Board of Directors resulting from death,
resignation,
retirement, disqualification, removal from office or other cause may be filled only by a
majority vote
of the directors then in office, though less than a quorum, or by a sole remaining director,
and
directors so chosen shall hold office for a term expiring at the annual meeting of
stockholders at
which the term of office of the class to which they have been elected expires and until each
such
director’s successor shall have been duly elected and qualified. In no case shall a decrease
in the
number of directors shorten the term of any incumbent director.




          C. Removal. Any director or the entire Board of Directors may be
removed from office at any time, but only for cause and by the affirmative vote of the
holders of
at least a majority of the outstanding common stock.





          
D. Amendment, Repeal or Alteration. Notwithstanding any other
provisions of this Amended and Restated Certificate of Incorporation or any provision of law
which
might otherwise permit a lesser vote or no vote, the affirmative vote of the holders of at
least eighty
percent (80%) of the then outstanding shares of the common stock, shall be required to alter,
amend or repeal, or adopt any provision inconsistent with, this Article Fifth.




     SIXTH: The following provisions are inserted for the management of the business and
for the conduct of the affairs of the Corporation, and for further definition, limitation and
regulation of the powers of the Corporation and of its directors and stockholders:








6









 












	 	(a)	 	Election of directors need not be by ballot unless the by-laws so provide.
	 
	 	(b)	 	The Board of Directors shall have power without the assent or vote of the stockholders to
make, alter, amend, change, add to or repeal the by-laws of the Corporation; to fix and vary
the amount to be reserved for any proper purpose; to authorize and cause to be executed
mortgages and liens upon all or any part of the property of the Corporation; to determine the
use and disposition of any surplus or net profits; and to fix the times for the declaration
and payment of dividends.
	 
	 	(c)	 	The directors in their discretion may submit any contract or act for approval or ratification
at any annual meeting of the stockholders or at any meeting of the stockholders called for the
purpose of considering any such act or contract, and any contract or act that shall be
approved or be ratified by the vote of the holders of a majority of the stock of the
Corporation which is represented in person or by proxy at such meeting and entitled to vote
thereat (provided that a lawful quorum of stockholders be there represented in person or by
proxy) shall be as valid and as binding upon the Corporation and upon all stockholders as
though it had been approved or ratified by every stockholder of the Corporation, whether or
not the contract or act would otherwise be open to legal attack because of directors’
interest, or for any other reason. Notwithstanding the foregoing, any vote on any proposition
involving




7









 






	 	 	 	the merger or consolidation of this Corporation with any other corporation or corporations
which proposition has not been recommended for approval by the stockholders of this
Corporation by a majority of this Corporation’s Board of Directors shall require approval or
ratification by the affirmative vote of the holders of two-thirds (2/3) of the common stock of
this Corporation which is represented in person or by proxy at the stockholder’s meeting at which
such resolution is considered.





	 	(d)	 	In addition to the powers and authorities hereinbefore or
by statute expressly conferred upon them, the directors are hereby empowered to exercise all such
powers and do all such acts and things as may be exercised or done by the Corporation; subject,
nevertheless, to the provisions of the statutes of Delaware, of this Certificate, and to any
by-laws from time to time made by the stockholders; provided, however, that no by-laws so made
shall invalidate any prior act of the directors which would have been valid if such by-law had not
been made.





     SEVENTH: The Corporation shall, to the full extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as amended from time to time, indemnify all
persons whom it may indemnify pursuant thereto.



     EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its
creditors or any class of them and/or between this Corporation and its stockholders or any class
of them, any court of equitable jurisdiction within the State of Delaware, may, on the application
in a summary way of this Corporation or of any creditor or stockholder




8









 







thereof or on the application of any receiver or receivers appointed for this Corporation under the
provisions of Section 291 of Title 8 of the General Corporation Law of the State of Delaware or on
the application of trustees in dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of Section 279 of Title 8 of the General Corporation Law of the
State of Delaware order a meeting of the creditors or class of creditors and/or of the stockholders
or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as
the said court directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization
of this Corporation as a consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of creditors and/or on all the
stockholders, of this Corporation, as the case may be, and also on this Corporation.




     NINTH: Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at an annual or special meeting of the stockholders of the
Corporation and may not be effected by any consent in writing by such stockholders. In addition to
the voting requirement imposed by law or by any other provision of this Amended and Restated
Certificate of Incorporation, this Article Tenth may not be amended, altered, or repealed, nor may
any provision inconsistent with this Article Tenth be adopted, unless such action is approved by
the affirmative vote of the holders of at least eighty (80%) of the then outstanding shares of the
common stock.



     TENTH: The Corporation shall be governed by the provisions of Section 203 of the
General Corporation Law of the State of Delaware, as amended from time to time, said section being
entitled “Business Combinations with Interested Stockholders”.




9









 





     ELEVENTH: The personal liability of the directors of the Corporation is hereby eliminated
to the fullest extent permitted by paragraph (7) of subsection (b) of Section 102 of the General
Corporation Law of the State of Delaware, as the same my be amended and supplemented.



     TWELFTH: The Corporation reserves the right to amend, alter, change or repeal any provisions
contained in this Amended and Restated Certificate of Incorporation, in the manner now or
hereafter prescribed by law, and all rights and powers conferred herein on stockholders,
directors and officers are subject to this reserved power.



     This Amended and Restated Certificate of Incorporation was duly adopted in accordance with
the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware by
affirmative vote of the holders of a majority of all outstanding stock entitled to vote at a
meeting of stockholders.




     IN WITNESS WHEREOF, said Princeton National Bancorp, Inc. has caused this Certificate to be
signed by D. E. Van Ordstrand, its President and attested by Lou Ann Birkey, its Secretary this
10th day of March, 1992.



	 	 	 	 	 
	 	PRINCETON NATIONAL BANCORP, INC.

 	 
	 	By  	/s/ D. E. Van Ordstrand
 	 
	 	 	D. E. Van Ordstrand, President 	 
	 	 	 	 
	 



	 	 	 	 	 
	ATTEST:

 	 	 
	By  	/s/ Lou Ann Birkey
 	 	 
	 	Lou Ann Birkey, Secretary 	 	 
	 	 	 	 
	 




10











 





	 	 	 
	 

	 	STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 01/19/1995

950014270 — 921760






CERTIFICATE OF OWNERSHIP

MERGING

HEART OF ILLINOIS INVESTMENT CORP.

INTO

PRINCETON NATIONAL BANCORP, INC.

(PURSUANT TO SECTION 253 OF THE

GENERAL CORPORATION LAW OF DELAWARE)




     Princeton National Bancorp, Inc., a corporation incorporated pursuant to the provisions of the
General Corporation Law in the State of Delaware does hereby certify that this corporation owns all
the capital stock of Heart of Illinois Investment Corp., a corporation incorporated under the laws
of the State of Illinois, and that this corporation, by a resolution of its board of directors duly
adopted at a meeting held on the 16th day of January, 1995, determined to and did merge
into itself said Heart of Illinois Investment Corp. which resolutions are in the following words to
wit:




     WHEREAS, Princeton National Bancorp, Inc. (the “Corporation”) owns all of the
outstanding stock of Heart of Illinois Investment Corp., an Illinois corporation (“HOIIC”);
and




     WHEREAS, the Board of Directors of the Corporation desires to merge HOIIC with and
into the Corporation pursuant to the terms and provisions of the Plan of Merger attached
hereto as Exhibit A (the “Plan of Merger”).




     NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Corporation hereby
authorizes and approves the merger of HOIIC into the Corporation pursuant to the terms and
provisions of the Plan of Merger;




     FURTHER RESOLVED, that the terms and provisions of the Plan of Merger be and hereby
are adopted, approved and confirmed;




     FURTHER RESOLVED, that the officers of the Corporation, and each of them, be and hereby
are authorized and directed to take such actions for and on behalf and in the name of the
Corporation to effect said merger, including without limitation the execution and filing of
a Certificate of Ownership and Merger pursuant to Section 253 of the General Corporation Law
of the State of Delaware and the execution and filing of Articles of Merger with the
Illinois Secretary of State, as they may deem necessary or appropriate in order to carry out
the intent and accomplish the purposes of the foregoing resolutions.



 









 





     IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by its president
and attested by its secretary, and its corporate seal to be hereto affixed, the 16th day of
January, 1995.



	 	 	 	 	 
	 	PRINCETON NATIONAL BANCORP, INC.

 	 
	 	By:  	/s/ D. E. Van Ordstrand
 	 
	 	 	D. E. Van Ordstrand, President 	 
	 	 	 	 



	 	 	 	 	 
	ATTEST:

 	 
	/s/ Lou Ann Birkey
 	 
	Lou Ann Birkey, Secretary
 	 
	
(Seal) 	 



 









 






	 	 	 	 	 



Exhibit A




PLAN OF MERGER





     1. Princeton National Bancorp, Inc., a Delaware corporation (“PNB”), owns 100% of the
outstanding shares of Heart of Illinois Investment Corp., an Illinois corporation (“HOIIC”).



     2. HOIIC shall merge with and into PNB and the separate corporate existence of HOIIC shall
thereupon cease. PNB shall be the surviving corporation in the merger and shall continue to be
governed by the laws of the state of Delaware. The merger shall have the effects specified in the
General Corporation Law of the State of Delaware and the Business Corporation Act of 1983 of the
State of Illinois, as amended.



     3. By virtue of the merger and without any action on the part of the holder of any share of
stock of PNB or HOIIC, the following shall occur:




     (a) each issued and outstanding share of PNB shall be unchanged as a result of the
merger and shall remain an issued and outstanding share of PNB; and




     (b) each issued and outstanding share of HOIIC shall be terminated and canceled and no
consideration shall be provided to PNB as the sole shareholder of HOIIC.




 











 





CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

PRINCETON NATIONAL BANCORP, INC.




          PRINCETON NATIONAL BANCORP, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY
CERTIFY:



          FIRST: That on February 10, 1997, the Board of Directors of the Corporation duly adopted
resolutions proposing and declaring advisable the following amendment to the Amended and
Restated Certificate of Incorporation of the Corporation:




RESOLVED, that the Board of Directors hereby proposes and declares
it advisable that the Certificate of Incorporation be amended by
changing the article numbered “Fourth” so that, as amended, said
article shall be and read as follows:




“FOURTH: The total number of shares of stock which the Corporation
is authorized to issue is seven million (7,000,000) and the par
value of each such share is $5.00.”



          SECOND: That thereafter, pursuant to a resolution of the Corporation’s Board of Directors,
an Annual Meeting of Stockholders of the Corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law of the State of Delaware, at which
meeting the necessary number of shares as required by statute were voted in favor of the
amendment.



          THIRD: That said amendment was duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.



          IN WITNESS WHEREOF, PRINCETON NATIONAL BANCORP, INC. has caused this certificate to be
executed by Tony J. Sorcic, President of the Corporation, and attested by Lou Ann Birkey, its
Secretary, this 29th day of July, 1997.



	 	 	 	 	 
	 	PRINCETON NATIONAL BANCORP, INC.

 	 
	 	By:  	/s/ Tony J. Sorcic
 	 
	 	 	Tony J. Sorcic, President 	 
	 	 	 	 
	 



	 	 	 	 	 
	ATTEST:

 	 
	/s/ Lou Ann Birkey
 	 
	Lou Ann Birkey, Secretary 	 
	 	 	 
	 



	 	 	 
	 

	 	STATE OF DELAWARE
	 

	 	SECRETARY OF STATE
	 

	 	DIVISION OF CORPORATIONS
	 

	 	FILED 09:00 AM 08/01/1997
	 

	 	971257146 — 0921760






 









 






	 	 	 
	 

	 	State of Delaware
	 

	 	Secretary of State
	 

	 	Division of Corporations
	 

	 	Delivered 12:51 PM 07/25/2003
	 

	 	FILED 12:22 PM 07/25/2003
	 

	 	SRV 030487654 — 0921760 FILE






CERTIFICATE OF AMENDMENT OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

PRINCETON NATIONAL BANCORP, INC.




     PRINCETON NATIONAL BANCORP, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the “Corporation”)
DOES HEREBY CERTIFY:



     FIRST: That on January 20, 2003, the Board of Directors of the Corporation duly
adopted resolutions proposing and declaring advisable the following amendments to the
Amended and Restated Certificate of Incorporation of the Corporation:




     RESOLVED, that the Amended and Restated Certificate of Incorporation
of the Corporation be amended by deleting in its entirety Article Fourth
and substituting in lieu thereof the following:




     FOURTH: The total number of shares of all classes which the
Corporation has authority to issue is 7,100,000, of which 7,000,000
shares shall be common stock, having $5 par value per share (the
“Common Stock”), and 100,000 shares shall be preferred stock, having
no par value per share (the “Preferred Stock”).




     The designations and the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the shares
of each class of stock are as follows:



The Preferred Stock





     The Preferred Stock may be issued from time to time by the
Board of Directors in one or more series. The description of shares
of each series, including, without limitation, any preferences,
conversion and other rights, voting and other rights, restrictions,
limitations, qualifications, and terms and conditions of redemption,
shall be as set forth in resolutions from time to time hereafter
adopted by the Board of Directors and in
filings made as required by law from time to time prior to the
issuance of such shares.




     Without limiting the generality of the foregoing, the Board of
Directors is expressly vested with authority to fix and determine as
to each series:




	 	(a)	 	its distinctive designation,
	 
	 	(b)	 	the number of shares to be issuable,





 









 





	 	(c)	 	the rate of dividend, and whether (and, if so, on what terms and
conditions) dividends shall be cumulative or shall be payable in preference or
in any other relation to the dividends payable on any other class or classes of
stock or any other series of the Preferred Stock,
	 
	 	(d)	 	whether the shares may be redeemed and, if so, the terms and conditions on
which they may be redeemed (including, without limitation, the dates upon or after
which they may be redeemed and the price or prices at which they may be redeemed,
which price or prices may be different in different circumstances or at different
redemption dates),
	 
	 	(e)	 	whether the shares shall be issued with the privilege of conversion and,
if so, the terms and conditions of such conversion or exchange (including, without
limitation, the price or prices or the rate or rates of conversion or any terms for
adjustment thereof),
	 
	 	(f)	 	any limitation or denial of voting rights or grant of special voting
rights (it being recited for the avoidance of doubt that the Board of Directors is
granted authority to limit or deny voting rights in its resolution establishing any
series of the Preferred Stock and that the grant of such authority is to be deemed
made under Section 151 of the General Corporation Law of the State of Delaware),
	 
	 	(g)	 	the amounts payable upon the shares in the event of involuntary or
voluntary liquidation, dissolution or winding up of the Corporation, and
	 
	 	(h)	 	sinking fund provisions, if any, for the redemption or purchase of the
shares (the term “sinking fund” being understood to include any similar fund,
however designated).






     In all other respects the rights and preferences of all of the shares
of the Preferred Stock shall be identical.



The Common Stock





     Subject to all of the rights of the Preferred Stock as expressly provided herein, by law or by
the Board of Directors pursuant to this Article Fourth of this Certificate of Incorporation, the
Common Stock of the Corporation shall possess all such rights and privileges as are afforded to
capital stock by applicable law in the absence of any express grant of rights or privileges in this
Certificate of Incorporation including without limitation the followings rights and privileges:



-2-









 






	 	(a)	 	each outstanding share of the Common Stock shall be entitled to one
vote in each matter submitted to a vote at a meeting of stockholders,
	 
	 	(b)	 	dividends may be declared and paid or set apart for
payment upon the Common Stock out of any assets or funds of the Corporation
legally available therefor, and
	 
	 	(c)	 	upon the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the assets of the Corporation
shall be distributed pro rata to the holders of the Common Stock in
accordance with their respective rights and interests.






     FURTHER RESOLVED, that the Amended and Restated Certificate of Incorporation of the
Corporation be amended by adding the following as a new Article Eighth and renumbering the
existing articles thereafter:



     EIGHTH:





     Section 1. Vote Required for Certain Business Combinations. Except as
otherwise expressly provided in Section 2 of this Article, in addition to any affirmative
vote required by law or by any other provision of the Certificate of Incorporation of the
Corporation, the affirmative vote of the holders of at least 80% of the outstanding shares
of Stock (as defined below) of the Corporation voting together as a single class shall be
required for the approval or authorization of any Business Combination (as defined below)
of the Corporation with any Related Person (as defined below). For the purpose of this
Article:




     (a) The term “Business Combination” shall mean (i) any merger or consolidation of
the Corporation or a Subsidiary (as defined below) of the Corporation with or into a
Related Person or of a Related Person with or into the Corporation or a Subsidiary of the
Corporation; (ii) any sale, lease, exchange, transfer, or other disposition, including,
without limitation, a mortgage or any other hypothecation or transfer as collateral, of
all or any Substantial Part (as defined below) of the assets either of the Corporation
(including, without limitation, any voting securities of a
Subsidiary) or of a Subsidiary of the Corporation to a Related Person; (iii) the issuance
of any securities (other than by way of a distribution to stockholders made pro rata to
all holders of the class of stock to receive the distribution) of the Corporation or a
Subsidiary of the Corporation to a Related Person; (iv) the acquisition by the Corporation
or a Subsidiary of the Corporation of any securities of a Related Person; (v) any
recapitalization that would have the effect, directly or indirectly, of increasing the
voting power of a Related Person; (vi) any merger of the Corporation into a Subsidiary of
the Corporation; or (vii) any agreement, contract, or other arrangement providing for any
of the transactions described in this definition of Business Combination.



-3-









 






     (b) The term “Continuing Director” shall mean any member of the Board of Directors who is
neither Affiliated (as defined below) nor Associated (as defined below) with the Related Person
and who was a member of the Board of Directors prior to the time that the Related Person became a
Related Person, and any successor of a Continuing Director who is recommended to succeed a
Continuing Director by a majority of Continuing Directors then members of the Board of Directors.




     (c) The term “Related Person” shall mean and include any individual, corporation,
partnership, or other person or entity which, together with its Affiliates (as defined below) and
Associates (as defined below), Beneficially Owns (as defined below), in the aggregate 10% or more
of the outstanding Voting Stock (as defined below) of the Corporation, and any Affiliate or
Associate of any such individual, corporation, partnership, or other person or entity.




     (d) The term “Substantial Part” shall mean more than 80% of the book value of the total
consolidated assets of the Corporation as reported in the consolidated financial statements of the
Corporation and its Subsidiaries as of the end of its most recent fiscal year ending prior to the
time as of which a Substantial Part is to be determined.




     (e) The term “Voting Stock” shall mean all outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors of the Corporation and each
reference to a percentage of shares of Voting Stock shall refer to such percentage of the votes
entitled to be cast by such shares.




     (f) The terms “Affiliate” and “Associate” shall have the meanings set forth in Rule 12b-2
under the Securities Exchange Act of 1934, as amended.




     (g) The term “Beneficially Owns” shall have the meaning set forth in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended; provided, however, that any shares of Voting Stock of
the Corporation that any Related Person has the right to acquire pursuant to any agreement, or
upon exercise of conversion rights, warrants or options, or otherwise, shall be deemed
Beneficially Owned by the Related Person whether immediately exercisable or exercisable within ten
years of the date as of which Beneficial Ownership is to be determined.




     (h) The term “Subsidiary” with respect to the Corporation shall mean any corporation,
partnership, limited liability company, business trust or similar entity in which a majority of
any class of any equity security is owned directly or indirectly by the Corporation.




     Section 2. When Higher Vote is Not Required. The
provisions of Section 1 of this Article shall not be applicable to any



-4-









 







particular Business Combination and such Business Combination shall require only such affirmative
vote as may be required by law or by any other provision of the Certificate of Incorporation of
the Corporation, if all of the conditions specified in either of the following paragraphs (a) or
(b) are met:




     (a) the Business Combination shall have been approved by a vote of not less than a majority of
the Continuing Directors; or




     (b) all of the following conditions shall have been met:




     (i) The aggregate amount of cash and the Fair Market Value (as defined
below) as of the date of the consummation of the Business Combination of the
consideration, other than cash, to be received per share by holders of Common
Stock in such Business Combination shall be at least equal to the highest of
the following:




     (A) if applicable, the highest price per share (including any
brokerage commissions, transfer taxes, and soliciting dealer’s fees)
paid by the Related Person for any shares of Common Stock acquired
by it (1) within the two year period immediately prior to the first
public announcement of the proposal of the Business Combination (the
“Announcement Date”) or (2) in the transaction in which it became a
Related Person; or




     (B) the Fair Market Value per share of Common Stock on the
Announcement Date or on the date on which the Related Person became a
Related Person (such latter date is referred to in this Article as
the “Determination Date”), whichever is higher; and




     (ii) The aggregate amount of the cash and the Fair Market Value as of the
date of the consummation of the Business Combination of the consideration,
other than cash, to be received per share by holders of shares of any class or
series of outstanding Voting Stock, other than Common Stock, shall be at least
equal to the highest of the following (it being intended that the requirements
of this subparagraph (b)(ii) shall be required to be met with respect to every
class or series of outstanding capital stock of the Corporation other than
Common Stock, whether or not the Related Person has previously acquired any
shares of such class or series of Voting Stock):



-5-









 






     (A) if applicable, the highest per share price (including any brokerage
commission, transfer taxes, and soliciting dealers’ fees) paid by the Related Person
for any shares of such class or series of Voting Stock acquired by it (1) within the
two year period immediately prior to the Announcement Date or (2) in the transaction
in which it became a Related Person, whichever is higher; or




     (B) if applicable, the redemption price of the shares of such class or series, or
if such shares have no redemption price, the highest amount per share which such class
or series would be entitled to receive upon liquidation of the Corporation on the
Announcement Date or the Determination Date, whichever is higher; or




     (C) the Fair Market Value per share of such class or series of Voting Stock on
the Announcement Date or on the Determination Date, whichever is higher; and




     (iii) the consideration to be received in such Business Combination by holders of each class
or series of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form
as the Related Person has previously paid for shares of such class or series of Voting Stock;
provided, however, that if the Related Person has paid for shares of any class or series of Voting
Stock with varying forms of consideration, the form of consideration for such class or series of
Voting Stock shall be either cash or the form used to acquire the largest number of shares of such
class or series of Voting Stock previously acquired by it; and




     (iv) a proxy statement responsive to the requirements of the Securities Exchange Act of 1934,
as amended, shall have been mailed to public stockholders of the Corporation for the purpose of
soliciting stockholder approval of the Business Combination and shall have contained at the front
thereof, in a prominent place, any recommendations as to the advisability (or inadvisability) of
the Business Combination that the Continuing Directors, or any of them, may choose to state and, if
deemed advisable by a majority of the Continuing Directors, an opinion of a reputable investment
banking firm as to the fairness (or not) of the terms of the Business Combination, from the point
of view of the remaining public stockholders of the Corporation (such investment banking firm to be



-6-









 







selected by a majority of the Continuing Directors and to be paid a reasonable
fee for their services by the Corporation upon receipt of the opinion);
provided, however, that this clause (iv) shall only be applicable if a class of
equity securities of the Corporation is registered pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended.




     Section 3. Certain Definitions and Additional Provisions.




     For the purposes of this Article:




     (a) “Fair Market Value” shall mean:




     (i) in the case of stock, the highest closing bid quotation with respect to a share
of such stock during the 30-day period preceding the date in question on the Nasdaq
National Market or any quotations system then generally in use, or, if no such
quotations are available, the highest closing sale price during the 30-day period
immediately preceding the date in question of a share of such stock on the Composite
Tape for New York Stock Exchange Listed Stocks, or, if such stock is not quoted on the
Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities exchange registered under the
Securities Exchange Act of 1934, as amended, on which such stock is listed, or, if such
stock is not listed on any such exchange, the fair market value on the date in question
of a share of such stock as determined by the Continuing Directors in good faith, which
determination shall be final; and




     (ii) in the case of property other than cash or stock, the fair market value of
such property on the date in question as determined by the Continuing Directors in good
faith, which determination shall be final.




     (b) The Board of Directors, with the approval of a majority of
the total number of Continuing Directors, shall have the power and duty to
determine, on the basis of information known to it after reasonable
inquiry, all facts necessary to determine compliance with this Article,
including, without limitation, (i) whether a person is a Related Person, (ii)
the number of shares of Voting Stock Beneficially Owned by any person,
(iii) whether a person is an Affiliate or Associate of another person, (iv)
whether the applicable conditions set forth in paragraph (b) of Section 2 of
this Article have been met with respect to any Business Combination, and
(v) whether the proposed transaction is a Business Combination. Any such
determinations shall be final.




     Section 4. Amendment of this Article. This Article may be amended, altered, changed,
or repealed only by the affirmative vote of the



-7-









 







holders of at least 80% of the outstanding shares of Voting Stock voting
together as a single class unless the proposed amendment, alteration,
change, or repeal has been recommended to the stockholders by the Board of
Directors with the approval of at least two-thirds of the Continuing
Directors, in which event the proposed amendment, alteration, change, or
repeal shall require for approval the affirmative vote of the holders of at
least 66 2/3% of the outstanding shares of Voting Stock, voting as a single
class.



     SECOND: That thereafter, pursuant to a resolution of the Corporation’s Board of Directors, an
Annual Meeting of Stockholders of the Corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law of the State of Delaware, at which
meeting the necessary number of shares as required by statute were voted in favor of the
amendments.



     THIRD: That said amendments were duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.



     IN WITNESS WHEREOF, PRINCETON NATIONAL BANCORP, INC, has caused this
certificate to be executed by Tony J. Sorcic, President of the Corporation, and attested by
Lou
Ann Birkey, its Secretary, this 25th day of July, 2003.



	 	 	 	 	 
	 	PRINCETON NATIONAL BANCORP, INC.

 	 
	 	By:  	/s/ Tony J. Sorcic
 	 
	 	 	Tony J. Sorcic, President 	 
	 	 	 	 
	 



	 	 	 	 	 
	ATTEST:

 	 
	/s/ Lou Ann Birkey
 	 
	Lou Ann Birkey, Secretary 	 
	 	 	 
	 




-8-











 





	 	 	 
	 

	 	State of Delaware
	 

	 	Secretary of State
	 

	 	Division of Corporations
	 

	 	Delivered 11:20 PM 07/29/2003
	 

	 	FILED 08:26 PM 07/29/2003
	 

	 	SRV 030495797 — 0921760 FILE






CERTIFICATE OF DESIGNATION

OF

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK




of




PRINCETON NATIONAL BANCORP, INC.




Pursuant to Section 151 of the

Delaware General Corporation Act




     Princeton National Bancorp, Inc., a Delaware corporation (the “Corporation”),
through the undersigned duly authorized officer, in accordance with the provisions of
Section 151 of the Delaware General Corporation Act, DOES HEREBY CERTIFY:



     That, the Board of Directors of the Corporation on July 29, 2003, pursuant to the
authority conferred upon the Board of Directors by the Certificate of Incorporation, as
amended, of the Corporation (the “Certificate of Incorporation”) and in accordance with
the provisions of Section 151 of the Delaware General Corporation Act, adopted the
following resolution creating a series of 50,000 Series A Junior Participating
Preferred Stock, no par value per share:



     RESOLVED, that, pursuant to the authority expressly granted to and vested in the
Board of Directors of the Corporation in accordance with the provisions of the
Certificate of Incorporation, a series of the Preferred Stock of the Corporation, no
par value per share, be, and hereby is, created and that the voting powers,
designations, number of shares, preferences and relative, participating, optional and
other special rights of the shares of such series, and the qualifications, limitations
and restrictions thereof are as follows:



Series A Junior Participating Preferred Stock:




     Section 1. Designation and Amount. The shares of such series shall be designated as
“Series A Junior Participating Preferred Stock” (the “Series A Preferred Stock”), the
shares of such series shall be without par value and the number of shares constituting
the Series A Preferred Stock shall be 50,000. Such number of shares may be increased or
decreased by resolution of the Board of Directors; provided, that no decrease shall
reduce the number of shares of Series A Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for issuance upon
the exercise of outstanding options, rights or warrants or upon the conversion of any
outstanding securities issued by the Corporation convertible into Series A Preferred
Stock.



 









 





     Section 2. Dividends and Distributions.



     (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or
any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to
dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of
Common Stock, par value $5.00 per share (the “Common Stock”), of the Corporation, and of any other
junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out
of funds legally available for the purpose, quarterly dividends payable on the last business day
of March, June, September and December in each year (each such date being referred to herein as a
“Quarterly Dividend Payment Date”) as provided in paragraphs (B) and (C) of this Section 2 in an
amount per share (rounded to the nearest cent) equal to the greater of (a) $1,00 in cash or (b)
subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share
amount (payable in cash) of all cash dividends, and 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions, other than a dividend payable
in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share of Series A Preferred Stock. If the
Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in
each such case the amount to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is the number of
shares of Common Stock that was outstanding immediately prior to such event.



     (B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock
as provided in paragraph (A) of this Section 2 immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable in shares of Common Stock);
provided that, if no dividend or distribution shall have been declared on the Common Stock during
the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Dale, a dividend of $1.00 per share payable in cash on the Series A Preferred Stock shall
nevertheless accrue and be cumulative on the outstanding shares of Series A Preferred Stock as
provided in paragraph (C) of this Section 2.



     (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A
Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such
shares, unless the date of issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of shares of Series A Preferred Stock
entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative



-2-









 







from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount
of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix
a record date for the determination of holders of shares of Series A Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record date shall be not
more than 60 days prior to the date fixed for the payment thereof.



     Section 3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the
following voting rights:



     (A) Subject to the provisions for adjustment hereinafter set forth, each share of Series A
Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote
of the stockholders of the Corporation. If the Corporation shall at any time declare or pay any
dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination
of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or
lesser number of shares of Common Stock, then in each such case the number of votes per share to
which holders of shares of Series A Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that was outstanding immediately prior to such event.



     (B) Except as otherwise provided herein, in any other Certificate of Designation creating a
series of Preferred Stock or any similar stock, of by law, the holders of shares of Series A
Preferred Stock and the holders of shares of Common Stock and any other capital stock of the
Corporation having general voting rights shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation.



     (C) Except as set forth herein or as otherwise provided by law, holders of Series A Preferred
Stock shall have no special voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any
corporate action.



     Section 4. Certain Restrictions.



     (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A
Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, or declared and a sum sufficient for the payment
therefor be set apart for payment and be in the process of payment, the Corporation shall not;




	 	(i)	 	declare or pay dividends, or make any other distributions, on
any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock;





-3-









 





	 	(ii)	 	declare or pay dividends, or make any other distributions, on any
shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except dividends paid ratably on the Series A Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to
the total amounts to which the holders of all such shares are then entitled;
	 
	 	(iii)	 	redeem or purchase or otherwise acquire for consideration
shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock,
provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such junior stock in exchange for shares of any stock of
the Corporation ranking junior (as to both dividends and upon dissolution,
liquidation or winding up) to the Series A Preferred Stock; or
	 
	 	(iv)	 	redeem or purchase or otherwise acquire for consideration any
shares of Series A Preferred Stock or any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with
the Series A Preferred Stock, except in accordance with a purchase offer made
in writing or by publication (as determined by the Board of
Directors) to all holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series and classes,
shall determine in good faith will result in fair and equitable treatment
among the holders of the respective series or classes.





     (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or
otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation
could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such
time and in such manner.



     Section 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise
acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after
the acquisition thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the Certificate of
Incorporation, or in any other Certificate of Designation creating a series of Preferred Stock or
any similar stock or as otherwise required by law.



     Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or
winding up of the Corporation, no distribution shall be made (1) to the holders of shares of stock
ranking junior (either as to dividends or as to amounts payable upon liquidation, dissolution or
winding up) to the Series A Preferred Stock unless prior thereto, the holders of Series A Preferred
Stock shall have received an amount per share (rounded to the nearest cent) equal to the greater of
(a) $100 per share, or (b) an amount per share, subject to the provision for adjustment hereinafter
set forth, equal to 100 times the aggregate amount to be distributed per



-4-









 








share to holders of Common Stock, plus, in either case, an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of such payment, or (2)
to the holders of stock ranking on a parity (either as to dividends or as to amounts payable upon
liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions
made ratably on the Series A Preferred Stock and all such parity Stock in proportion to the total
amounts to which the holders of all such Shares are entitled upon such liquidation, dissolution or
winding up. If the Corporation shall at any time declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or combination of the outstanding
shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then in each such case the aggregate amount to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such event under the provision clause
(1)(b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that was outstanding
immediately prior to such event.



     Section 7. Consolidation, Merger, etc. If the Corporation shall enter into any consolidation,
merger, statutory share exchange, combination or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or securities cash or any other
property, or any combination thereof then in any such case each share of Series A Preferred Stock
shall at the same time be similarly exchanged or changed into an amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash or any other property (payable in kind), or any combination thereof as the case
may be, into which or for which each share of Common Stock is changed or exchanged. If the
Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common
Stock, then in each such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of shares of Common Stock
that was outstanding immediately prior to such event.



     Section 8. Redemption. The shares of Series A Preferred Stock shall not be redeemable. So
long as any shares of Series A Preferred Stock remain outstanding, the Corporation shall not
purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolving or winding up) to the Series A Preferred Stock unless
the Corporation shall substantially concurrently also purchase or acquire for consideration a
proportionate number of shares of Series A Preferred Stock.



     Section 9. Rank. The Series A Preferred Stock shall rank, with respect to payment of
dividends and the distribution of assets, junior to all series of any other class of the
Corporation’s Preferred Stock.



-5-









 





     IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation
by the undersigned, this 29th day of July, 2003.



	 	 	 	 	 
	 	PRINCETON NATIONAL BANCORP, INC.

 	 
	 	By:  	/s/ Tony J. Sorcic
 	 
	 	 	Tony J. Sorcic, President 	 
	 	 	 	 
	 



	 	 	 	 	 
	ATTEST:

 	 
	/s/ Lou Ann Birkey
 	 
	Lou Ann Birkey, Secretary 	 
	 	 	 
	 




-6-











 





	 	 	 
	 

	 	State of Delaware 

Secretary of State 

Division of Corporations 

Delivered 12:16 PM 07/29/2005

FILED 12:16 PM 07/29/2005 

SRV 050626717 — 0921760 FILE






Certificate of Ownership and Merger




of




Somonauk FSB Bancorp, Inc.




with and into




Princeton National Bancorp, Inc.




     It is hereby certified that:



     1. The name and state of incorporation of each of the constituent corporations are:




     (a) Princeton National Bancorp, Inc., a Delaware corporation (hereinafter
sometimes referred to as the “Company” and sometimes as the “Surviving
Corporation”); and




     (b) Somonauk FSB Bancorp, Inc., a Delaware corporation (hereinafter
sometimes referred to as “FSB”).



     2. FSB shall be merged with and into the Company, with the Company being the
surviving corporation, in accordance with Section 253 of the General Corporation Law
of the State of Delaware (hereinafter referred to as the “Merger”).



     3. The effective time of the Merger shall be 5:02 p.m. local time in Princeton,
Illinois, July 31, 2005 (the “Effective Time”).



     4. At the Effective Time, the Company is the owner of 100% of the outstanding
shares of each class of stock of FSB.



     5. The name of the Surviving Corporation in the Merger is, and after the
effective time of the Merger shall be, “Princeton National Bancorp, Inc.” until
amended in accordance with the provisions of the General Corporation Law of the State
of Delaware.



     6. The Certificate of Incorporation of the Company in effect immediately prior
to the Effective Time shall be from and after the Effective Time the Certificate of
Incorporation of the Surviving Corporation, until thereafter amended as provided
therein and in accordance with the provisions of the General Corporation Law of the
State of Delaware.



     6. By virtue of the Merger, the Company shall assume all of the obligations of FSB.



     7. Resolutions were adopted by the Board of Directors of the Company approving
the
Merger on July 25, 2005, with a copy of the resolutions so adopted attached as
Exhibit A hereto.



 









 





     In Witness Whereof, Princeton National Bancorp, Inc. has caused this Certificate of Ownership
and Merger to be executed as of the 28th day of July, 2005.



	 	 	 	 	 
	 	Princeton National Bancorp, Inc.

 	 
	 	By  	/s/ Tony L Sorcic
 	 
	 	 	Name:  	Tony L Sorcic  	 
	 	 	Its:      President and Chief Executive Officer 	 



-2-









 







EXHIBIT A





     RESOLVED, that pursuant to Section 253 of the General Corporation Law of the State of
Delaware, Somonauk FSB Bancorp, Inc. (“FSB”) be merged with and into this Corporation (the
“Merger”); and



     FURTHER RESOLVED, by virtue of the Merger this Corporation shall assume all obligations of
FSB.