U N I O N B A N C O R P , I N C . Together We're Growing Strong. Dear Fellow Stockholders, Amidst a sea of geopolitical risks, one story seemed to dominate the headlines of 2002. Not homeland terror, political unrest, the energy crisis or even the impending threat of war received more media attention than the issue of corporate governance. Marked by accounting fraud and improper earnings calculations, the year 2002 spelled disappointing earnings for many companies and diminishing portfolios for most investors. As a company, we, too, felt the profound effects of the global marketplace. Yet, despite a continued difficult interest rate environment and few signs of an economic recovery any time soon, we ended 2002 with an overall sense of optimism for the road ahead. With a stable net interest margin and increasing levels of fee-based income, the Company experienced a substantial rise in core deposits and another record year in our mortgage banking division. In an effort to enhance and more effectively utilize our capital, we also moved forward with the construction of our new branch facility in Yorkville, one of the fastest growing Chicago suburbs. Perhaps, though, the most significant achievement for year 2002 came by way of improvements with our asset quality. While it continues to be a sizable challenge, prior steps taken to strengthen reserves and improve our credit culture yielded a much stronger balance sheet and a 46.4% decrease in non-performing loans since year-end 2001. [GRAPHIC OMITTED] Success was also marked by a notable improvement in our stock price, despite the third consecutive year of depressed domestic markets. In a year when most stocks performed status quo, at best, our company experienced 9.35% appreciation in stock value during 2002. Our management team attributes this accomplishment to the hard work and dedication of our staff and an unwavering commitment to be our communities' BEST financial resource by building, earning and serving, together. As we close the final chapter of 2002, we do so with pride and a great enthusiasm for our future. Together, with a dedicated board of directors, an experienced management team and a talented staff, our company is committed to meeting the needs of our customers, communities and you, our stockholders. On behalf of the entire UnionBancorp family, we thank you for your continued support and look forward to serving you throughout 2003. /s/ DENNIS J. MCDONNELL /s/ CHARLES J. GRAKO - ---------------------------------- ------------------------------------ Dennis J. McDonnell Charles J. Grako Chairman of the Board President & CEO UnionBancorp, Inc. UnionBancorp, Inc. page 1 UNIONBANCORP, INC. annual report two thousand two o mortgage lending o insurance services o financial planning o traditional banking products Just starting out...it can be a new and adventurous time for young families. Weddings, births and, of course, that first home are the hallmark events of this unique phase of life. Together, our team of skilled professionals helps young families everyday with getting their first mortgage, meeting insurance needs and planning for the future with products like education IRA's and mutual funds. We're also able to meet those "traditional" banking needs such as checking and savings financial planning accounts, debit/check cards and safe deposit box. Just as we have done for seven generations of families, UB continues to be our communities' BEST financial resource. Building, Earning and Serving-Together, the financial offerings of UB can ensure that young families get a solid start for a bright and rewarding future. [GRAPHIC OMITTED] ESTATE PLANNING FINANCIAL PLANNING CHECKING SAVINGS INSURANCE RETIREMENT PLANNING INVESTMENT SERVICES EDUCATION SAVINGS PLANS STUDENT CHECKING page 2 U N I O N B A N C O R P , I N C . UNIONBANCORP, INC. annual report two thousand two [GRAPHIC OMITTED] CHECKING CREDIT CARDS ONLINE BANKING CONSUMER & HOME EQUITY LOANS COMMERCIAL LOANS MORTGAGE LENDING ASSET MANAGEMENT SERVICES page 3 UNIONBANCORP, INC. annual report two thousand two o traditional banking products o online banking o consumer lending o education savings plans Sending your children off to college can be a bittersweet time. The pride in a parent's eyes is often coupled with fear and anxiety over their son or daughter being away from home for the first time, as well as the enormous financial burden college can present. Together, the UB family of financial services can help ease those worries. Our student checking package, complete with free online banking and a debit/check card are perfect to help parents and their children make the most of the college years. A personal loan or the distribution of an educational savings plan can also help keep college costs from hindering your lifestyle. Together, we're making a difference in the lives of today's mature families. [GRAPHIC OMITTED] ESTATE PLANNING FINANCIAL PLANNING CHECKING SAVINGS INSURANCE RETIREMENT PLANNING INVESTMENT SERVICES EDUCATION SAVINGS PLANS STUDENT CHECKING page 4 U N I O N B A N C O R P , I N C . UNIONBANCORP, INC. annual report two thousand two [GRAPHIC OMITTED] CHECKING CREDIT CARDS ONLINE BANKING CONSUMER & HOME EQUITY LOANS COMMERCIAL LOANS MORTGAGE LENDING ASSET MANAGEMENT SERVICES page 5 UNIONBANCORP, INC. annual report two thousand two o prime time 50 o investment services o personal lines of credit o retirement planning Today's empty nesters are more physically active, financially savvy and entrepreneurial than ever before. Together, with UB as their financial partner, thousands of customers have taken advantage of the many benefits of our Prime Time 50 Club to meet their ever-changing financial needs at this stage of life. Prime Timers also enjoy free and discounted bank products and services and personal consultations on their insurance, brokerage and trust needs. From helping finance a child's wedding to estate planning, together, the UB family of financial services brings convenience, opportunities and peace of mind to our customers everyday. [GRAPHIC OMITTED] ESTATE PLANNING FINANCIAL PLANNING CHECKING SAVINGS INSURANCE RETIREMENT PLANNING INVESTMENT SERVICES EDUCATION SAVINGS PLANS STUDENT CHECKING page 6 U N I O N B A N C O R P , I N C . UNIONBANCORP, INC. annual report two thousand two [GRAPHIC OMITTED] CHECKING CREDIT CARDS ONLINE BANKING CONSUMER & HOME EQUITY LOANS COMMERCIAL LOANS MORTGAGE LENDING ASSET MANAGEMENT SERVICES page 7 UNIONBANCORP, INC. annual report two thousand two o retirement planning o estate planning o insurance services o trust services There's no better way to spend those golden years than with the comfort of knowing your financial needs will be met without becoming a burden to your loved ones. Together, the broad scope of products and services the UB family has to offer can make the transition into retirement a smooth one. Our financial planning experts help customers prepare for their retirement through investments and IRA plans. Living wills and estate planning ensure that this time can be spent focusing on what is most important to our customers without financial UB as their individuals and families years doing the things with financial freedom and security. [GRAPHIC OMITTED] ESTATE PLANNING FINANCIAL PLANNING CHECKING SAVINGS INSURANCE RETIREMENT PLANNING INVESTMENT SERVICES EDUCATION SAVINGS PLANS STUDENT CHECKING page 8 U N I O N B A N C O R P , I N C . UNIONBANCORP, INC. annual report two thousand two [GRAPHIC OMITTED] CHECKING CREDIT CARDS ONLINE BANKING CONSUMER & HOME EQUITY LOANS COMMERCIAL LOANS MORTGAGE LENDING ASSET MANAGEMENT SERVICES page 9 U N I O N B A N C O R P , I N C . UNIONBANCORP, INC. annual report two thousand two SELECTED CONSOLIDATED FINANCIAL DATA - ------------------------------------ (Dollars in Thousands, Except Per Share Data)(Unaudited) 2002 2001 2000 1999 1998 ---------- ---------- ---------- ---------- ---------- Statement of Income Data Interest income $ 45,509 $ 53,829 $ 54,208 $ 48,549 $ 47,720 Interest expense 20,186 29,385 30,685 24,897 25,258 ---------- ---------- ---------- ---------- ---------- Net interest income 25,323 24,444 23,523 23,652 22,462 Provision for loan losses 3,574 4,161 4,858 1,522 1,635 ---------- ---------- ---------- ---------- ---------- Net interest income after provision for loan losses 21,749 20,283 18,665 22,130 20,827 Noninterest income 12,455 11,920 11,140 9,488 8,071 Noninterest expense 29,026 26,212 25,885 23,597 20,733 ---------- ---------- ---------- ---------- ---------- Income (Loss) before income taxes 5,178 5,991 3,920 8,021 8,165 Provision (Benefit) for income taxes 1,134 1,537 1,017 2,514 2,723 ---------- ---------- ---------- ---------- ---------- Net income (Loss) 4,044 $ 4,454 $ 2,903 $ 5,507 $ 5,389 ---------- ---------- ---------- ---------- ---------- Net income (Loss) on common stock 3,787 $ 4,197 $ 2,644 $ 5,248 $ 5,130 ========== ========== ========== ========== ========== Per Share Data Basic earnings per common shares $ 0.95 $ 1.06 $ 0.66 $ 1.28 $ 1.23 Diluted earnings per common shares 0.94 1.05 0.66 1.27 1.22 Cash dividends on common stock 0.31 0.27 0.24 0.19 0.15 Dividend payout ratio for common stock 32.59% 25.59% 35.93% 14.65% 12.34% Book value per common share $ 16.97 $ 15.91 $ 14.76 $ 13.80 $ 13.28 Basic weighted average common shares outstanding 3,979,750 3,974,205 3,979,895 4,085,286 4,157,745 Diluted weighted average common shares outstanding 4,027,441 4,008,867 4,006,793 4,133,554 4,210,739 Period-end common shares outstanding 3,980,946 3,979,056 3,965,548 4,047,309 4,262,359 Balance Sheet Data Securities $ 227,229 $ 186,282 $ 192,719 $ 173,918 $ 176,069 Loans 483,229 504,968 505,094 472,395 398,388 Allowance for loan losses 6,450 6,295 6,414 3,691 3,858 Total assets 791,616 748,307 758,733 704,077 627,194 Total deposits 641,958 612,144 636,003 594,198 517,638 Stockholders' equity 68,064 63,814 59,035 56,341 57,091 Earnings Performance Data Return on average total assets 0.53% 0.59% 0.40% 0.83% 0.84% Return on average stockholders' equity 6.11 7.04 5.09 9.83 9.98 Return on average total assets, including mandatory redeemable preferred stock 0.53 0.59 0.40 0.83 0.84 Return on average equity, including mandatory redeemable preferred stock 6.03 6.95 5.01 9.68 9.83 Net interest margin ratio 3.74 3.64 3.67 4.03 4.01 Efficiency ratio (1) 71.73 68.14 69.49 67.11 63.49 Asset Quality Ratios Nonperforming assets to total assets 0.80% 1.44% 1.10% 0.57% 0.46% Nonperforming loans to total loans 0.99 1.76 1.56 0.74 0.65 Net loan charge-offs to average loans 0.70 0.85 0.44 0.38 0.20 Allowance for loan losses to total loans 1.33 1.25 1.27 0.78 0.97 Allowance for loan losses to nonperforming loans 135.50 70.93 81.41 105.01 148.50 Capital Ratios Average equity to average assets 8.71% 8.37% 7.90% 8.42% 8.44% Total capital to risk adjusted assets 11.84 11.66 10.99 11.04 12.23 Tier 1 leverage ratio 7.48 7.54 6.90 7.20 7.66 (1) Calculated as noninterest expense less amortization of intangibles and expenses related to other real estate owned, divided by the sum of net interest income, less investment mark to market adjustments, before provision for loan losses and total noninterest income excluding securities gains and losses. page 10 U N I O N B A N C O R P , I N C . UNIONBANCORP, INC. annual report two thousand two INDEPENDENT AUDITOR'S REPORT - -------------------------------------------------------------------------------- Stockholders and Board of Directors UnionBancorp, Inc. Ottawa, Illinois We have audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheets of UnionBancorp, Inc. as of December 31, 2002 and 2001 the related consolidated statements of income, stockholder's equity, and cash flows for the years then ended (not presented herein); and in our report dated January 24, 2003, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheets as of December 31, 2002 and 2001, and the condensed consolidated statements of income and stockholders' equity for the years then ended is fairly stated, in relation to the consolidated financial statements from which it has been derived. Oak Brook, Illinois January 24, 2003 /s/ CROWE CHIZEK AND COMPANY LLP Crowe Chizek and Company LLP ANNUAL MEETING - -------------------------------------------------------------------------------- April 22, 2003 - Tuesday - 10:00 a.m. Starved Rock Lodge and Conference Center Routes 178 & 71, Utica, Illinois, 61373 STOCKHOLDERS SERVICES - -------------------------------------------------------------------------------- To obtain copies of the 2002 Annual Report and From 10-K, which includes the full consolidated financial statements of the Company and the related notes thereto, as required to be filed with the Securities and Exchange Commission, please send a written request to: Investor Relations, UnionBancorp, Inc., 321 West Main Street, Ottawa, Illinois, 61350. STOCK TRADING INFORMATION - -------------------------------------------------------------------------------- UnionBancorp, Inc. common stock is traded on the Nasdaq Stock Market under the symbol UBCD. Our primary market makers also quote shares: Hoefer & Arnett, Inc.; Howe Barnes Investments, Inc.; Knight Securities L.P.; and Spear, Leeds & Kellogg. Crowe, Chizek and Company LLP ESTATE PLANNING FINANCIAL PLANNING CHECKING SAVINGS INSURANCE RETIREMENT PLANNING INVESTMENT SERVICES EDUCATION SAVINGS PLANS STUDENT CHECKING page 14 U N I O N B A N C O R P , I N C . UNIONBANCORP, INC. annual report two thousand two UNIONBANCORP, INC. OFFICERS - -------------------------------------------------------------------------------- Charles J. Grako President & Chief Executive Officer Gaylon E. Martin Senior Vice President/ Chief Credit Officer Kurt R. Stevenson Vice President/ Chief Financial Officer Brian M. Petzold Chief Technology Officer Jimmie D. Lansford Executive Vice President/ Organizational Development & Planning Robert L. Davidson Senior Vice President/ Chief Investment Officer & Asset Liability Manager Rodney G. Hewitt Risk Assessment Officer Suzanne Fetcher Secretary/Treasurer BANKING AND AFFILIATE LOCATIONS - -------------------------------------------------------------------------------- UnionBank Directors: Richard J. Berry Walter E. Breipohl Terry H. Cross Donald L. Haag Jimmie D. Lansford Vincent R. Luckey I.J. Reinhardt, Jr. Michael Ruiz Everett J. Solon John A. Trainor Locations: Mendota: 1403 13th Avenue Ottawa: 122 W. Madison Street 400 Etna Road 401 E. McKinley Road 119 W. Jefferson Street Peru: 1311 Shooting Park Road Plano: 15 W. South Street Sandwich: 202 Indian Springs Drive Streator: 201 E. Main Street 200 E. Main Street 24 Danny's Drive UnionBank/Central Directors: Randy Cady Rick R. Clary Robert J. Doty Charles J. Grako Richard A. Palmer H. Curtis Plautz Donald R. Rayfield Robert L. Sharp John E. Thompson Locations: Manlius: 109 W. Maple Street Princeton: 601 S. Main Street 1839 N. Main Street Tampico: 120 Main Street Tiskilwa: 100 Main Street UnionBank/West Directors: Charles J. Grako Dennis Iversen Gaylon E. Martin Alan Mays James Rinella Donald L. Sharp Leroy A. Ufkes Sam B. White Locations: Blandinsville: 135 S. Main Street Carthage: 1395 Buchanan Street Macomb: 440 N. Lafayette Street Paloma: Highway 24, P.O. Box 71 Quincy: 2442 Broadway Street Rushville: 116 S. Congress Street UnionFinancial Services & Trust Company Directors: Jerry L. Halterman Sheryl H. Kuzma Dennis J. McDonnell John A. Shinkle William E. Steep Paul R. Tingley Locations: Clayton: 110 E. Main Street Mendota: 1403 13th Avenue Ottawa: 122 W. Madison Street Peru: 1311 Shooting Park Road 4 West US Highway 6 Princeton: 1839 N. Main Street Quincy: 2442 Broadway Street Rushville: 116 S. Congress Street Sandwich: 202 Indian Springs Drive Streator: 200 E. Main Street UnionBank/Northwest Directors: Paul F. Crandall Shane R. Gerber Mark S. Klippert Joseph E. Nack LaVerle Streicher Scott C. Sullivan William M. Wolter Marvin Wurster Locations: Elizabeth: 112 N. Main Street Hanover: 215 Jefferson Street CHECKING CREDIT CARDS ONLINE BANKING CONSUMER & HOME EQUITY LOANS COMMERCIAL LOANS MORTGAGE LENDING ASSET MANAGEMENT SERVICES page 15 U N I O N B A N C O R P , I N C . UNIONBANCORP, INC. annual report two thousand two THE YEAR IN REVIEW 2002 - -------------------------------------------------------------------------------- January 1, 2002: UnionBancorp, Inc. begins 2002 with assets of $748.3 million and stockholders' equity of $63.8 million. February 22, 2002: The Company names Shane R. Gerber, President and Chief Executive Officer of UnionBank/Northwest. February 22, 2002: UnionBancorp, Inc. and UnionBank receive awards from the USDA Rural Development Office for their efforts in successfully facilitating families to purchase their first homes through the USDA program. April 15, 2002: The Board of Directors of UnionBancorp, Inc. declares a quarterly common stock dividend of $0.07. The dividend is payable on April 26, 2002 to stockholders of record as of April 12, 2002. April 19, 2002: The Company announces first quarter 2002 earnings of $0.30 per fully diluted share. May 17, 2002: The Company names Dennis R. Iversen, President and Chief Executive Officer of UnionBank/West. June 26, 2002: The Company announces that Dennis J. McDonnell has been appointed Chairman of the Board of UnionBancorp, Inc. June 26, 2002: The Board of Directors of UnionBancorp, Inc. declares a quarterly common stock dividend of $0.08. This represents a 14% increase in the quarterly cash dividend. The dividend is payable on July 26, 2002 to stockholders of record as of July 12, 2002. July 19, 2002: The Company announces second quarter 2002 earnings of $0.04 per fully diluted share. September 27, 2002: The Board of Directors of UnionBancorp, Inc. declares a quarterly common stock dividend of $0.08. The dividend is payable on October 25, 2002 to stockholders of record as of October 11, 2002. October 18, 2002: The Company announces third quarter 2002 earnings of $0.27 per fully diluted share. December 20, 2002: The Board of Directors of UnionBancorp, Inc. declares a quarterly common stock dividend of $0.08. The dividend is payable on January 24, 2003 to stockholders of record as of January 10, 2003. December 31, 2002: UnionBancorp, Inc. ends 2002 with assets of $791.6 million and stockholders' equity of $68.1 million. ESTATE PLANNING FINANCIAL PLANNING CHECKING SAVINGS INSURANCE RETIREMENT PLANNING INVESTMENT SERVICES EDUCATION SAVINGS PLANS STUDENT CHECKING page 16 U N I O N B A N C O R P , I N C . UNIONBANCORP, INC. annual report two thousand two [GRAPHIC OMITTED] UNIONBANCORP, INC. BOARD OF DIRECTORS - -------------------------------------------------------------------------------- standing left to right: front row Walter E. Breipohl Broker/Owner Kaszynski/Breipohl Realtors Director since 1993 I. J. Reinhardt, Jr. General Manager St. Louis Beverage Co. Director since 1991 Charles J. Grako President & Chief Executive Officer UnionBancorp, Inc. Director since 2000 Scott C. Sullivan Attorney Williams & McCarthy Director since 1996 standing left to right: back row Richard J. Berry Attorney Myers, Berry, O'Conor & Kuzma, Ltd. Director since 1985 Dennis J. McDonnell Chairman of the Board UnionBancorp, Inc. McDonnell Investment Management, LLC Director since 2000 John A. Trainor President Trainor Grain & Supply Co. Director since 1985 Robert J. Doty Farm Management Director since 1996 not pictured John A. Shinkle Executive Vice President & Director Synovus Securities, Inc. Director since 1997 CHECKING CREDIT CARDS ONLINE BANKING CONSUMER & HOME EQUITY LOANS COMMERCIAL LOANS MORTGAGE LENDING ASSET MANAGEMENT SERVICES page 17 [GRAPHIC OMITTED] U N I O N B A N C O R P , I N C 321 West Main Street, Ottawa, IL 61350 www.ubcd.com NASDAQ: UBCD [GRAPHIC OMITTED] ESTATE PLANNING FINANCIAL PLANNING INVESTMENTS CREDIT CARDS ONLINE BANKING page 18