Building, Earning, & Serving - Together 2003 Annual Report [GRAPHIC OMITTED] [GRAPHIC LOGO OMITTED] ub 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 Building, Earning & Serving - Together 2003 U N I O N B A N C O R P , I N C . [GRAPHIC OMITTED] report [GRAPHIC LOGO OMITTED] ub [GRAPHIC OMITTED] table of contents letter to stockholders 1 new beginnings in yorkville 2 a shareholders' tradition 3 stewardship in our communities 4 our employee strength 5 financial statements selected consolidated financial data 6 condensed consolidated balance sheets 7 condensed statements of income 8 condensed statements of stockholders' equity 9 auditors report 10 corporate information 10 officer listing 11 business locations 11 our mission 12 board of directors 13 [GRAPHIC OMITTED] UnionBancorp, Inc. 2003 [GRAPHIC OMITTED] dear fellow stockholders, As we reflect on the accomplishments, challenges and events of year 2003, we do so with the confidence that we have become a stronger organization. Throughout the year, the Company embarked on numerous initiatives designed to optimize internal efficiencies, improve revenues and position the organization for future growth. Among the most notable of these projects was the successful merger of two of our banking subsidiaries. UnionBank/Central was successfully absorbed into our flagship entity, UnionBank, yielding greater economies of scale, internal consistency and standardization, and the streamlining of various backroom and reporting functions. Seamless to our customers, the action was the first of a two-phase process, with UnionBank/West and UnionBank/Northwest scheduled to merge into UnionBank during the first quarter of 2004. The Company also focused much of its attention during 2003 on revenue generation. In addition to the success of such products as eFree checking and the Eagle Money Market Account, the Company again experienced strong performance in the mortgage banking division. Record levels of production were recorded, as consumers continued to take advantage of the favorable interest rate environment. Enhanced revenue was also realized by way of fee-based income, primarily on our overdraft protection offerings. Recognizing the importance of market expansion, UnionBank officially joined the Yorkville community in December of 2003, our first de novo endeavor since 1999. Tagged as the "branch of the future," the Yorkville office combines a community banking environment with a comprehensive offering of financial products, expanded services and state-of-the-art technology for a unique retail banking experience. While managing these growth efforts, we remained focused on addressing asset quality issues that have continued to negatively impact operating performance. Numerous initiatives, including the establishment of a Senior Credit Committee and extensive revision of the Company's lending policies and procedures, were implemented to monitor loan quality, evaluate loan requests, and ensure the overall integrity of our credit process. We continue to take a proactive stance on non-performing loans and commit the necessary resources to staff training and development. While cognizant of the obstacles and challenges the global marketplace will present, we remain committed to positioning the Company for future growth opportunities. As we move forward, a strategic market focus, a strong concentration on operational efficiencies and, of course, an unwavering dedication to exceptional customer service will guide us through the strongest and weakest of economic times. On behalf of the entire UnionBancorp family, we thank you for your continued support and reaffirm our commitment to enhancing shareholder value in 2004. /s/ DENNIS J. MCDONNELL /s/ DEWEY R. YAEGER Dennis J. McDonnell Dewey R. Yaeger Chairman of the Board President & CEO UnionBancorp, Inc. UnionBancorp, Inc. 01 Building, Earning & Serving - Together [GRAPHIC OMITTED] UnionBancorp, Inc. 2003 [GRAPHIC OMITTED] new beginnings in yorkville Building for a stronger future, the Board of Directors and management team of UnionBancorp continuously strive for ways to enhance our branch distribution network and provide an optimal level of both service and convenience for our customers. In addition to the introduction of new products and services and the enhancement of existing ones, our entrance into new markets has positioned us to expand our already broad and diverse service area, making us the financial services company of choice for over 33,000 households. In December of 2003, UnionBank was welcomed into the City of Yorkville, one of the fastest growing Chicago suburbs. Putting a 21st century spin on traditional banking, the facility comes equipped with large-screen plasma screens which display financial news for our market-conscious customer, a children's play area, extended Sunday hours and a complimentary coffee bar for our suburban commuters, all within a spacious, contemporary structure. Featured above are Personal Banking Supervisor Griffin Leininger and Kelly Davis of Panera Bread, a customer of UnionBank who also coordinates the branch coffee bar. [GRAPHIC OMITTED] 02 Building, Earning & Serving - Together [GRAPHIC OMITTED] UnionBancorp, Inc. 2003 [GRAPHIC OMITTED] a shareholder's tradition of involvement Earning a fair return for our shareholders remains a guiding principle of our organization. In 1874, with just 40 shareholders and less than $110,000 in total deposits, it may have been unimaginable to our founders that we would one day have over 1,000 shareholders and nearly $800 million in total assets. Today, we are proud to be publicly traded on the world's first truly global securities market, the NASDAQ. And, through it all, an unwavering commitment to our shareholders, the individuals who have made our vision possible, has remained. In December of 2003, the Board of Directors of UnionBancorp, Inc. approved payment of the 75th consecutive quarter of dividends to our shareholders. For generations, shareholder Patricia (Plumb) Breen's family has played an integral role in the town of Streator and with UnionBank. It was her great, great uncle, Civil War Colonel Ralph Plumb, who founded and incorporated the City of Streator and her great grandfather, Samuel Walter Plumb, who founded what is known today as UnionBank. Patricia's grandmother, Levancia Plumb, was also the President of Union National for more than 20 years and was one of only two women bank presidents in the nation at the time. In fact, each generation of Patricia's family has played a part in shaping our Company's history, with grandfather Samuel Walter Plumb, Jr. following in his father's footsteps and serving as our President in the 1920's. Some 50 years later, Patricia's father, who served as a Vice President for UnionBank, bought Patricia and her husband Richard, UnionBank's former Purchasing Agent, their first shares of UnionBank stock. Little did they know then that the corner bank they were investors in would someday grow into a multi-million dollar corporation, with locations throughout the State of Illinois. [GRAPHIC OMITTED] 03 Building, Earning & Serving - Together [GRAPHIC OMITTED] UnionBancorp, Inc. 2003 [GRAPHIC OMITTED] a commitment of stewardship in the communities we serve Serving the communities in which we reside has always been a top priority for the employees of UnionBancorp. We recognize that involvement in our communities yields a better way of life for our customers, employees and citizens and creates a winning situation for all involved. In 2003, our staff and management team logged countless hours, supporting virtually all aspects of the communities we serve. From volunteering at local schools and chambers of commerce to taking part in national fundraisers for groups like the March of Dimes, the American Cancer Society and the United Way, our employees assume leadership roles in a variety of worthwhile charitable causes. Acting as a member of the Board of Directors of Ottawa's Reddick Mansion Association, Commercial Loan Officer Mike Wickkiser is doing his part to positively impact the City of Ottawa and to preserve the rich legacy of a local historical landmark. He volunteers his time to raise money to preserve and refurbish this 22-room, pre-Civil War mansion, visionary in its architectural quality and complexity. Considered to be one of the most expensive and ornate Italianate residences ever constructed in the Midwest during the mid-1800's, this splendid mansion, which the Reddick family called home for some 30 years, is now open to visitors and tourists thanks to the efforts of concerned citizens like Mike Wickkiser and Esther Funk, pictured above, board member of the Reddick Mansion Association and director of the local campfire council. [GRAPHIC OMITTED] 04 Building, Earning & Serving - Together [GRAPHIC OMITTED] UnionBancorp, Inc. 2003 [GRAPHIC OMITTED] some of our greatest strengths are our employees Together, the employees of UnionBancorp have been serving the financial needs of our customers for more than seven generations. With expertise in banking, insurance, investments and trust services, our staff provides quality service in a friendly and professional environment. Employing over 400 individuals, the management of UnionBancorp, Inc. takes pride in our comprehensive employee benefits and career development programs, designed to enrich the lives of our employees and their families. While UnionBancorp boasts of many long-term employees, there is perhaps no greater remaining historian than Catherine "Kitty Lou" Miller, who, in September of 2003, celebrated 44 years of service. Much has changed in the organization, the industry and even the world since Kitty first made her way through the doors of Union National Bank on that fall day in 1959. That was before man landed on the moon, before the Vietnam War and long before the advent of the personal computer. Employees could not yet fathom the automatic teller machine, online home banking or that a financial services organization, born out of Streator, Illinois, would one day span 15 counties. In 2000, following in the footsteps of her mother, daughter Keri embarked on her UB career within a slightly different financial landscape. One thing, though, has remained unchanged- a dedicated family of professionals committed to providing exceptional customer service. [GRAPHIC OMITTED] 05 Building, Earning & Serving - Together [GRAPHIC OMITTED] UnionBancorp, Inc. 2003 selected consolidated financial data (in thousands, except share data) (unaudited) 2003 2002 2001 2000 1999 ----------- ----------- ----------- ----------- ----------- Statement of Income Data Interest income $ 41,086 $ 45,509 $ 53,829 $ 54,208 $ 48,549 Interest expense 15,961 20,186 29,385 30,685 24,897 ----------- ----------- ----------- ----------- ----------- Net interest income 25,125 25,323 24,444 23,523 23,652 Provision for loan losses 8,236 3,574 4,161 4,858 1,522 ----------- ----------- ----------- ----------- ----------- Net interest income after provision for loan losses 16,889 21,749 20,283 18,665 22,130 Noninterest income 13,719 12,455 11,920 11,140 9,488 Noninterest expense 28,607 29,026 26,212 25,885 23,597 ----------- ----------- ----------- ----------- ----------- Income (loss) before income taxes 2,001 5,178 5,991 3,920 8,021 Provision (benefit) for income taxes (129) 1,134 1,537 1,017 2,514 ----------- ----------- ----------- ----------- ----------- Net income (loss) $ 2,130 $ 4,044 $ 4,454 $ 2,903 $ 5,507 Net income (loss) on common stock $ 1,937 $ 3,787 $ 4,197 $ 2,644 $ 5,248 =========== =========== =========== =========== =========== Per Share Data Basic earnings per common shares $ 0.48 $ 0.95 $ 1.06 $ 0.66 $ 1.28 Diluted earnings per common shares 0.48 0.94 1.05 0.66 1.27 Cash dividends on common stock 0.35 0.31 0.27 0.24 0.19 Dividend payout ratio for common stock 74.39% 32.59% 25.59% 35.93% 14.65% Book value per common share $ 16.77 $ 16.97 $ 15.91 $ 14.76 $ 13.80 Basic weighted average common shares outstanding 3,997,464 3,979,750 3,974,205 3,979,895 4,085,286 Diluted weighted average common shares outstanding 4,069,220 4,027,441 4,008,867 4,006,793 4,133,554 Period-end common shares outstanding 4,026,850 3,980,946 3,979,056 3,965,548 4,047,309 Balance Sheet Data Securities $ 252,248 $ 227,229 $ 186,282 $ 192,719 $ 173,918 Loans 476,812 483,229 504,968 505,094 472,395 Allowance for loan losses 9,011 6,450 6,295 6,414 3,691 Total assets 793,422 791,616 748,307 758,733 704,077 Total deposits 638,032 641,958 612,144 636,003 594,198 Stockholders' equity 68,047 68,064 63,814 59,035 56,341 Earnings Performance Data Return on average total assets 0.28% 0.53% 0.59% 0.40% 0.83% Return on average stockholders' equity 3.16 6.11 7.04 5.09 9.83 Return on average total assets, including mandatory redeemable preferred stock 0.28 0.53 0.59 0.40 0.83 Return on average equity, including mandatory redeemable preferred stock 3.16 6.03 6.95 5.01 9.68 Net interest margin ratio 3.65 3.74 3.64 3.67 4.03 Efficiency ratio(1) 72.25 71.73 68.14 69.49 67.11 Asset Quality Ratios Nonperforming assets to total assets 1.10% 0.80% 1.44% 1.10% 0.57% Nonperforming loans to total loans 1.78 0.99 1.76 1.56 0.74 Net loan charge-offs to average loans 1.18 0.70 0.85 0.44 0.38 Allowance for loan losses to total loans 1.89 1.33 1.25 1.27 0.78 Allowance for loan losses to nonperforming loans 106.30 135.50 70.93 81.41 105.01 Capital Ratios Average equity to average assets 8.87% 8.71% 8.37% 7.90% 8.42% Total capital to risk adjusted assets 12.15 11.84 11.66 10.99 11.04 Tier 1 leverage ratio 7.60 7.48 7.54 6.90 7.20 (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. 06 Building, Earning & Serving - Together [GRAPHIC OMITTED] UnionBancorp, Inc. 2003 condensed consolidated balance sheet December 31, 2003 and 2002 (in thousands, except share data) 2003 2002 ---------- ---------- ASSETS Cash and cash equivalents $ 22,198 $ 38,962 Securities available-for-sale 252,248 227,229 Loans 476,812 483,229 Allowance for loan losses (9,011) (6,450) ---------- ---------- Net loans 467,801 476,779 Cash value of life insurance 14,379 13,776 Mortgage servicing rights 2,775 2,640 Premises and equipment, net 16,576 14,055 Goodwill 7,642 7,642 Intangible assets, net 1,232 873 Other real estate 227 1,557 Other assets 8,344 8,103 ---------- ---------- Total assets $ 793,422 $ 791,616 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits Non-interest-bearing $ 89,424 $ 90,606 Interest-bearing 548,608 551,352 ---------- ---------- Total deposits 638,032 641,958 Federal funds purchased and securities sold under agreements to repurchase 1,533 3,588 Federal Home Loan Bank advances 72,450 61,750 Notes payable 7,873 8,275 Series B mandatory redeemable preferred stock 831 -- Other liabilities 4,656 7,150 ---------- ---------- Total liabilities 725,375 722,721 Series B mandatory redeemable preferred stock -- 831 ---------- ---------- Stockholders' equity Preferred stock -- -- Series A Convertible Preferred Stock (aggregate liquidation preference of $2,762) 500 500 Series C Preferred Stock -- -- Common stock, $1 par value, 10,000,000 shares authorized; 4,627,613 and 4,571,209 shares issued in 2003 and 2002 4,628 4,571 Surplus 22,484 21,856 Retained earnings 43,609 43,113 Accumulated other comprehensive income 2,141 3,171 Unearned compensation under stock option plans (2) (23) ---------- ---------- 73,360 73,188 Treasury stock, at cost (600,763 shares at December 31, 2003 and 590,263 shares at December 31, 2002) (5,313) (5,124) ---------- ---------- Total stockholders' equity 68,047 68,064 ---------- ---------- Total liabilities and stockholders' equity $ 793,422 $ 791,616 ========== ========== 07 Building, Earning & Serving - Together [GRAPHIC OMITTED] UnionBancorp, Inc. 2003 condensed consolidated statements of income Years Ended December 31, 2003 and 2002 (in thousands, except per share data) 2003 2002 ---------- ---------- Interest income Loans $ 32,693 $ 36,283 Securities Taxable 6,805 7,377 Exempt from federal income taxes 1,533 1,702 Federal funds sold and other 55 147 ---------- ---------- Total interest income 41,086 45,509 Interest expense Deposits 12,453 17,145 Federal funds purchased and securities sold under agreements to repurchase 122 170 Advances from the Federal Home Loan Bank 2,997 2,514 Notes payable and other 389 357 ---------- ---------- Total interest expense 15,961 20,186 ---------- ---------- Net interest income 25,125 25,323 Provision for loan losses 8,236 3,574 ---------- ---------- Net interest income after provision for loan losses 16,889 21,749 Noninterest income Service charges 3,090 2,812 Merchant fee income 560 1,185 Trust income 701 775 Mortgage banking income 3,947 2,843 Insurance and brokerage commissions and fees 2,318 2,188 Securities gains, net 281 407 Other income 2,822 2,245 ---------- ---------- 13,719 12,455 Noninterest expenses Salaries and employee benefits 16,020 15,284 Occupancy, net 2,138 1,868 Furniture and equipment 2,094 1,820 Supplies and printing 541 525 Telephone 874 1,074 Other real estate owned 178 919 Amortization of intangibles assets 247 245 Other 6,515 7,291 ---------- ---------- 28,607 29,026 ---------- ---------- Income before income taxes 2,001 5,178 Income taxes (129) 1,134 ---------- ---------- Net Income 2,130 4,044 Preferred stock dividends 193 257 ---------- ---------- Net income for common stockholders $ 1,937 $ 3,787 ========== ========== Basic earnings per common share $ 0.48 $ 0.95 ========== ========== Diluted earnings per common share $ 0.48 $ 0.94 ========== ========== 08 Building, Earning & Serving - Together [GRAPHIC OMITTED] UnionBancorp, Inc. 2003 condensed consolidated statements of stockholders' equity Years Ended December 31, 2003 and 2002 (in thousands, except share data) Unearned Compensation Series A Accumulated Under Convertible Other Stock Preferred Common Retained Comprehensive Option Treasury Stock Stock Surplus Earnings Income Plans Stock Total --------- --------- --------- --------- --------- -------- -------- --------- Balance, January 1, 2002 $ 500 $ 4,569 $ 21,841 $ 40,560 $ 1,536 $ (68) $ (5,124) $ 63,814 Common stock dividends -- -- -- (1,234) -- -- -- (1,234) Preferred stock dividends -- -- -- (257) -- -- -- (257) Exercise of stock options (1,890 shares) -- 2 15 -- -- -- -- 17 Amortization of unearned compen- sation under stock option plans -- -- -- -- -- 45 -- 45 Comprehensive income Net income -- -- -- 4,044 -- -- -- 4,044 Net increase in fair value of securities classified as available- for-sale, net of income taxes and reclassification adjustments -- -- -- -- 1,635 -- -- 1,635 --------- Total comprehensive income 5,679 --------- --------- --------- --------- --------- -------- -------- --------- Balance, December 31, 2002 $ 500 $ 4,571 $ 21,856 $ 43,113 $ 3,171 $ (23) $ (5,124) $ 68,064 Common stock dividends -- -- -- (1,441) -- -- -- (1,441) Preferred stock dividends -- -- -- (193) -- -- -- (193) Exercise of stock options (56,404 shares) -- 57 628 -- -- -- -- 685 Amortization of unearned compen- sation under stock option plans -- -- -- -- -- 21 -- 21 Purchase of 10,500 shares of treasury stock -- -- -- -- -- -- (189) (189) Comprehensive income Net income -- -- -- 2,130 -- -- -- 2,130 Net decrease in fair value of securities classified as available- for-sale, net of income taxes and reclassification adjustments -- -- -- -- (1,030) -- -- (1,030) --------- Total comprehensive income 1,100 --------- --------- --------- --------- --------- -------- -------- --------- Balance, December 31, 2003 $ 500 $ 4,628 $ 22,484 $ 43,609 $ 2,141 $ (2) $ (5,313) $ 68,047 ========= ========= ========= ========= ========= ======== ======== ========= 09 Building, Earning & Serving - Together [GRAPHIC OMITTED] UnionBancorp, Inc. 2003 independent auditors 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, 2003 and 2002 and the related consolidated statements of income, stockholders' equity, and cash flows for the years then ended (not presented herein), and in our report dated January 23, 2004, 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, 2003 and 2002, and the condensed consolidated statements of income and stockholders' equity for the years then ended is fairly stated, in all material respects, in relation to the consolidated financial statements from which it has been derived. Oak Brook, Illinois January 23, 2004 /s/ Crowe Chizek and Company LLC annual meeting - ---------------------------------------- April 27, 2004 - Tuesday - 10:00 a.m. Starved Rock Lodge and Conference Center Routes 178 & 71, Utica, Illinois 61373 stockholder services - ---------------------------------------- To obtain copies of the 2003 Annual Report and Form 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. Stockholders should direct inquiries concerning their stock, change of name, address or ownership, report lost certificates or consolidate accounts to the Company's transfer agent at: 1-312-360-5393 or write: Computershare Investor Services, Stockholder Services Division, 2 North LaSalle Street, Chicago, Illinois 60602. 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. 10 Building, Earning & Serving - Together [GRAPHIC OMITTED] UnionBancorp, Inc. 2003 unionbancorp, inc. officers - ---------------------------------------- Dennis J. McDonnell Robert L. Davidson James M. Bartoloni Chairman of the Board Senior Vice President/Chief Investment Assistant Vice President/ Head of Credit Officer & Asset Liability Manager Administration Dewey R. Yaeger President & Chief Executive Officer Rick R. Clary Brian M. Petzold Vice President/ Chief Operating Officer Chief Technology Officer Jimmie D. Lansford Executive Vice President/ Kenneth A. Jones Rodney G. Hewitt Organizational Development Vice President/ Lending Division Risk Management Officer & Planning Heather M. Hammitt Suzanne Fechter Kurt R. Stevenson Vice President/ Director of Human Secretary/Treasurer Senior Vice President/ Resources Chief Financial Officer banking and affiliate locations - ---------------------------------------- UnionBank UnionBank/West UnionBank/Northwest UnionFinancial Services & Trust Company Directors: Directors: Directors: Richard J. Berry Dennis R. Iversen Paul F. Crandall Directors: Walter E. Breipohl Kenneth A. Jones Shane R. Gerber Donald L. Haag Randy L. Cady Alan Mays Mark S. Klippert Dennis J. McDonnell Rick R. Clary James Rinella Joseph E. Nack John A. Shinkle Robert J. Doty Donald L. Sharp LaVerle Streicher Everett J. Solon Donald L. Haag LeRoy A. Ufkes Scott C. Sullivan William E. Steep Vincent R. Luckey Sam B. White William M. Wolter Dewey R. Yaeger Donald R. Rayfield Dewey R. Yaeger Marvin Wurster I.J. Reinhardt, Jr. Locations: Michael D. Ruiz Locations: Locations: Clayton: John A. Trainor Blandinsville: Elizabeth: 102 S. Jefferson Dewey R. Yaeger 135 S. Main Street 112 N. Main Street Macomb: Carthage: Hanover: 440 N. Lafayette Street Locations: 1395 Buchanan Street 215 Jefferson Street Mendota: Manlius: Macomb: 1403 13th Avenue 109 W. Maple Street 440 N. Lafayette Street Ottawa: Mendota: Paloma: 122 W. Madison Street 1403 13th Avenue Highway 24, P.O. Box 71 Peru: Ottawa: Quincy: 1311 Shooting Park Road 122 W. Madison Street 2442 Broadway Street 4 West US Highway 6 400 Etna Road Rushville: 944 4th Street 401 E. McKinley Road 116 S. Congress Street Princeton: 119 W. Jefferson Street 1839 N. Main Street Peru: Quincy: 1311 Shooting Park Road 2442 Broadway Street Plano: Rushville: 15 W. South Street 116 S. Congress Street Princeton: Sandwich: 601 S. Main Street 202 Indian Springs Drive 1839 N. Main Street Streator: Sandwich: 201 E. Main Street 202 Indian Springs Drive Streator: 201 E. Main Street 24 Danny's Drive Tampico: 120 Main Street Tiskilwa: 100 Main Street Yorkville: 208 E. Veterans Parkway 11 Building, Earning & Serving - Together [GRAPHIC OMITTED] UnionBancorp, Inc. 2003 [GRAPHIC OMITTED] our mission... UnionBancorp, Inc. is a financial services company established to serve the financial needs of our clients. Our purpose is to supply quality financial services on a competitive basis for our subsidiaries, clients and customers, security for the bank, a positive self-fulfilling environment for our employees, and a reasonable return to our stockholders. To accomplish our mission, we shall be a market-driven organization committed to excellence. We shall maintain a close relationship with our clients while providing them superior products and services in an innovative atmosphere. In doing this, we will expand our leadership position while meeting the challenges of an ever-changing environment. The fundamental considerations shall be the maintenance of a sound institution; never losing sight of our fiduciary responsibility to our stockholders and the civic responsibility to the communities that we serve. 12 Building, Earning & Serving - Together [GRAPHIC OMITTED] UnionBancorp, Inc. 2003 unionbancorp, inc. board of directors standing left to right: front row I. J. Reinhardt, Jr. Scott C. Sullivan General Manager Attorney St. Louis Beverage Co. Williams & McCarthy Director since 1991 Director since 1996 Dewey R. Yaeger Robert J. Doty President & Chief Executive Officer Farm Management UnionBancorp, Inc. Director since 1996 Director since 2003 [GRAPHIC OMITTED] - ------------------------------------------------------ standing left to right: back row Dennis J. McDonnell Richard J. Berry Chairman of the Board Attorney UnionBancorp, Inc. Myers, Berry, O'Conor McDonnell Investment Management, & Kuzma, Ltd. LLC Director since 1985 Director since 2000 John A. Trainor Walter E. Breipohl President Broker/Owner Trainor Grain & Supply Co. Kaszynski/Breipohl Realtors Director since 1985 Director since 1993 John A. Shinkle Executive Vice President & Director Synovus Securities, Inc. Director since 1997 13 Building, Earning & Serving - Together