CHAIRMAN'S AGREEMENT

THIS CHAIRMAN’S AGREEMENT, dated as of November 2, 2009 (the “ Agreement ”), is made by and among UNITED BANCORP, INC., a Michigan corporation (“ UBI ”), UNITED BANK & TRUST, a Michigan banking corporation (“ UB&T ”), UNITED BANK & TRUST – WASHTENAW, a Michigan banking corporation (“ UB&T-W ”) and DAVID S. HICKMAN (“ Hickman ”).  The parties have mutually agreed that the prior Retirement and Consulting Agreement between the parties no longer represents the parties’ mutual intent regarding their ongoing relationship and have agreed to terminate the Retirement and Consulting Agreement and enter into this superseding Agreement.

The parties agree as follows:

1.            Effective Date and Term .  The Retirement and Consulting Agreement will terminate, and this Agreement will take effect, on February 1, 2010.  This Agreement will automatically terminate on April 30, 2011, unless extended by written agreement of the parties.  Notwithstanding any termination of the Agreement, those provisions that expressly state that they will remain in effect after termination of the Agreement shall remain in effect.  Hickman's service under the Agreement is on an at-will basis and at the pleasure of the respective Boards of Directors of UBI and UB&T, and the respective Boards of Directors of UBI and UB&T may terminate this Agreement and remove Hickman from service at any time for any or no reason.

2.            Position .  Hickman will serve as the Chairman of the respective Boards of Directors of UBI and UB&T.  Hickman’s duties will be those assigned from time-to-time by the respective Boards of Directors of UBI and UB&T and will be consistent with Hickman’s position as Chairman.

3.            Compensation .  For his service, Hickman will be compensated $50,000 per year during the term of the Agreement, payable in monthly installments of $4,166.67, beginning in February, 2010.  Hickman is not entitled to any other compensation for his service, including Boards of Director and committee meeting fees.

4.            Business Expenses .  UBI and UB&T will reimburse Hickman for reasonable, ordinary, and necessary business expenses that are authorized either specifically or by UBI and UB&T policy, subject to Hickman’s prompt submission of proper documentation for tax and accounting purposes.  UBI or UB&T, as applicable, shall pay any such reimbursement as soon as administratively possible pursuant to UBI or UB&T policy, but not later than sixty days after Hickman submits proper documentation of such expenses, and in no case later than March 15 of the year following the year in which the expense was incurred.

5.            SERP .  Hickman began receiving payments in accordance with the Supplemental Executive Retirement Benefits Agreement (“ SERP ”) in January, 2006, at the rate of $5,088 per month, and will continue to receive SERP payments for a total of one hundred and eighty (180)

months as provided in the SERP.  Hickman acknowledges and agrees that he is entitled to receive SERP payments for a total of one hundred and eighty (180) months under the SERP.

6.            Covenants .  As a material part of the consideration to be received by UBI, UB&T and UB&T-W in accordance with this Agreement, Hickman hereby covenants as follows:

a.            Loyalty and Confidentiality; Company Property .  Hickman will be loyal to UBI, UB&T and UB&T-W during the term of the Agreement and will forever hold in strictest confidence and will not use or disclose any information regarding UBI’s, UB&T’s or UB&T-W’s techniques, processes, developmental or experimental work, trade secrets, customer or prospect names or information, or proprietary or confidential information relating to the current or planned products, services, sales, employees or