Delaware

36-32110283

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

606 South Main Street
Princeton, Illinois

61356-2080

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (815) 875-4444

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each
exchange on
which registered

Common Stock

The Nasdaq
Stock Market

Preferred Share
Purchase Rights

Indicate by check mark if the registrant is a well-known season issuer, as defined in Rule 405 of the Securities Act.

Yes

o

No

x

Indicate by check mark if the registrant is not required to file reports pursuant to Sections 13 or 15(d) of the Act.

Yes

o

No

x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

x

No

o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding twelve months (or for such shorter period that the registrant was required to submit and post such files).

Yes

o

No

o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

x

(do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

o

No

x

At March 23, 2011, 3,325,941 shares of Common Stock, $5.00 Par Value, were outstanding, and the aggregate market value of the common stock (based upon the closing representative bid price of the common stock on June 30, 2010 of $6.15, the last business day of the Registrant’s most recently completed second quarter, as reported by NASDAQ) held by nonaffiliates was approximately $20,454,537.

Determination of stock ownership by nonaffiliates was made solely for the purpose of responding to this requirement and the registrant is not bound by this determination for any other purpose.

Portions of the following documents are incorporated by reference:

2011 Notice and Proxy Statement for the Annual Meeting of Stockholders May 10, 2011 (the “Proxy Statement”) - Part III and portions of the Corporation’s 2010 Annual Report (the “Annual Report”) - Part II

PRINCETON NATIONAL BANCORP, INC.

By.

/s/   Thomas D. Ogaard

Thomas D. Ogaard, President and Chief Executive Officer
Date:  March 30, 2011

Signature

Title

Date

/s/   Thomas D. Ogaard

President & Chief Executive Officer & Director

March 30, 2011

Thomas D. Ogaard

(Principal Executive Officer)

/s/   Todd D. Fanning

Executive Vice-President & Chief Operating Officer / Chief

March 30, 2011

Todd D. Fanning

Financial Officer & Director

(Principal Accounting and Financial Officer)

/s/

Chairman of the Board

Craig O. Wesner

/s/

Director

Gretta E. Bieber

/s/   Gary C. Bruce

Director

March 30, 2011

Gary C. Bruce

/s/   Sharon L. Covert

Director

March 30, 2011

Sharon L. Covert

/s/

Director

John R. Ernat

/s/    Mark Janko

Director

March 30, 2011

Mark Janko

/s/

Director

Willard Lee

/s/   Stephen W. Samet

Director

March 30, 2011

Stephen W. Samet

PRINCETON NATIONAL BANCORP, INC.

By.

/s/   Thomas D. Ogaard

Thomas D. Ogaard, President and Chief Executive Officer
Date:  March 31, 2011

Exhibit
Number

Exhibit

31.1

Certification of Thomas D. Ogaard required by Rule 13a-14(a).

31.2

Certification of Todd D. Fanning required by Rule 13a-14(a).