DIRECTOR SUPPLEMENTAL LIFE INSURANCE PLAN

 

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                                                                    EXHIBIT 10.8

 

United Bancorp, Inc.

Director Supplemental Life Insurance Plan

 

                              UNITED BANCORP, INC.

                                AND SUBSIDIARIES

                    DIRECTOR SUPPLEMENTAL LIFE INSURANCE PLAN

 

                         EFFECTIVE _______________, 2003

 

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United Bancorp, Inc.

Director Supplemental Life Insurance Plan

 

                              UNITED BANCORP, INC.

                                AND SUBSIDIARIES

                    DIRECTOR SUPPLEMENTAL LIFE INSURANCE PLAN

 

         Pursuant to due authorization by its Board of Directors, the

undersigned, United Bancorp, Inc., an Ohio Corporation located in Martins Ferry,

Ohio (the "Company"), did constitute, establish and adopt the following Director

Supplemental Life Insurance Plan (the "Plan"), effective ________________, 2003.

 

         The purpose of this Plan is to attract, retain, and reward highly

qualified Directors, by dividing the death proceeds of certain life insurance

policies which are owned by the Company on the lives of the participating

Directors with the designated beneficiary of each insured participating

Director. The Company will pay the life insurance premiums from its general

assets.

 

                                    ARTICLE 1

                                   DEFINITIONS

 

         Whenever used in this Plan, the following terms shall have the meanings

specified:

 

1.1         "Beneficiary" means each designated person, or the estate of a

            deceased Participant, entitled to benefits, if any, upon the death

            of a Participant.

 

1.2         "Beneficiary Designation Form" means the form established from time

            to time by the Plan Administrator that a Participant completes,

            signs and returns to the Plan Administrator to designate one or more

            Beneficiaries.

 

1.3         "Board" means the Board of Directors of the Company as from time to

            time constituted.

 

1.4         "Change of Control" means a change in control of a nature that would

            be required to be reported in response to Item 5(f) of Schedule 14A

            of Regulation 14A promulgated under the Securities Exchange Act of

            1934, as amended (the "Exchange Act"), whether or not the Company is

            then subject to such reporting requirement; provided that, without

            limitation, such a change in control shall be deemed to have

            occurred if (A) any "person" (as such term is used in Sections 13(d)

            and 14(d) of the Exchange Act) is or becomes the "beneficial owner"

            (as defined in Rule 13d-3 under the Exchange Act), directly or

            indirectly, of securities of the Company representing 30% or more of

            the combined voting power of the Company's then outstanding

            securities; (B) during any period of two (2) consecutive years,

            individuals who at the beginning of such period constitute the

            Board, including for this purpose any new director whose election or

            nomination for election by the Company's stockholders was approved

            by a vote of at least two-thirds of the directors then still in

            office who were directors at the beginning of the period, cease for

            any reason to constitute a majority thereof; or (C) the business of

            the Company for which your services are principally performed is

            disposed of by the Company pursuant to a partial or complete

            liquidation of the Company, a sale of assets (including stock of a

            subsidiary) of

 

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United Bancorp, Inc.

Director Supplemental Life Insurance Plan

 

         the Company, or otherwise.

 

1.5      "Company" means United Bancorp, Inc. and any of its subsidiaries (now

         in existence or hereafter formed or acquired) that have been selected

         by the Board to participate in the Plan and have adopted the Plan as a

         sponsor.

 

1.6      "Director" means an active director of the Board.

 

1.7      "Disability" means the Participant's suffering a sickness, accident or

         injury which has been determined by the Plan Administrator, in its sole

         and absolute discretion, to render the Participant disabled. Upon the

         request of the Plan Administrator, the Participant must submit to

         reasonable physical examination(s) by a physician chosen by the Plan

         Administrator.

 

1.8      "Company's Interest" means the benefit set forth in Section 3.2.

 

1.9      "Election to Participate" means the form required by the Plan

         Administrator of an eligible Director to indicate acceptance of

         participation in this Plan.

 

1.10     "Insured" means the individual Participant whose life is insured.

 

1.11     "Insurer" means the insurance company issuing the life insurance policy

         on the life of the Insured.

 

1.12     "Net Death Proceeds" means the total death proceeds of the Policy minus

         the cash surrender value.

 

1.13     "Normal Retirement Age" means the Participant attaining age 75.

 

1.14     "Normal Retirement Date" means the later of the Normal Retirement Age

         or the date of Termination of Service.

 

1.15     "Participant" means a Director (i) who is selected to participate in

         the Plan, (ii) who elects to participate in the Plan, (iii) who signs

         an Election to Participate and a Beneficiary Designation Form, (iv)

         whose signed Election to Participant and Beneficiary Designation Form

         are accepted by the Plan Administrator, (v) who commences participation

         in the Plan, and (vi) whose Participation has not terminated.

 

1.16     "Participant's Interest" means the benefit set forth in Section 3.1.

 

1.17     "Policy" means the individual insurance policy or policies adopted by

         the Plan Administrator for purposes of insuring a Participant's life

         under this Plan.

 

1.18     "Plan Administrator" means the plan administrator described in Article

         9.

 

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United Bancorp, Inc.

Director Supplemental Life Insurance Plan

 

1.19     "Termination of Service" means the termination of Participant's

         service, for any reason, before Normal Retirement Age.

 

                                    ARTICLE 2

                                  PARTICIPATION

 

2.1      Selection by Plan Administrator. Participation in the Plan shall be

         limited to those Directors of the Company selected by the Plan

         Administrator, in its sole discretion, to participate in the Plan.

 

2.2      Enrollment Requirements. As a condition to participation, each selected

         Director shall complete, execute and return to the Plan Administrator

         (i) an Election to Participate, and (ii) a Beneficiary Designation

         Form. In addition, the Plan Administrator shall establish from time to

         time such other enrollment requirements as it determines in its sole

         discretion are necessary.

 

2.3      Eligibility; Commencement of Participation. Provided a Director

         selected to participate in the Plan has met all enrollment requirements

         set forth in this Plan and required by the Plan Administrator, that

         Director will become a Participant, be covered by the Plan and will be

         eligible to receive benefits at the time and in the manner provided

         hereunder, subject to the provisions of the Plan.

 

2.4      Termination of Participation. A Participant's rights under this Plan

         shall automatically cease and his or her participation in this Plan

         shall automatically terminate upon Termination of Service prior to

         Normal Retirement Age for reasons other than Disability or within

         twelve (12) months following a Change of Control. In the event that the

         Company decides to maintain the Policy after the Participant's

         termination of participation in the Plan, the Company shall be the

         direct beneficiary of the entire death proceeds of the Policy.

 

2.5      Disability.

 

         (a)      Except as otherwise provided in paragraph (b) of this Section

                  2.5, if the Participant's service on the Board is terminated

                  because of the Participant's Disability, the Company shall

                  maintain the Policy in full force and effect and, in no event,

                  shall the Company amend, terminate or otherwise abrogate the

                  Participant's Interest in the Policy. However, the Company may

                  replace the Policy with a comparable insurance policy to cover

                  the benefit provided under this Plan.

 

         (b)      Notwithstanding the provisions of paragraph (a) of this

                  Section 2.5, upon the disabled Participant's service on the

                  board of directors of any entity that the Plan Administrator,

                  in its sole and absolute discretion, determines to be in

                  competition with the Company, the Company shall have no

                  further obligation to the disabled Participant, and the

                  disabled Participant's rights pursuant to the Plan shall

                  cease.

 

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United Bancorp, Inc.

Director Supplemental Life Insurance Plan

 

                  In the event the disabled Participant's rights are terminated

                  hereunder and the Company decides to maintain the Policy, the

                  Company shall be the direct beneficiary of the entire death

                  proceeds of the Policy.

 

2.6      Retirement. If the Participant remains in the continuous service on the

         Board, upon the Participant's Normal Retirement Date, the Company shall

         maintain the Policy in full force and effect and in no event shall the

         Company amend, terminate or otherwise abrogate the Participant's

         Interest in the Policy. However, the Company may replace the Policy

         with a comparable insurance policy to cover the benefit under this

         Plan.

 

2.7      Change of Control. If the Participant suffers Termination of Service

         within twelve (12) months following a Change of Control, the Company

         shall maintain the Policy in full force and effect and in no event

         shall the Company amend, terminate or otherwise abrogate the

         Participant's Interest in the Policy. However, the Company may replace

         the Policy with a comparable insurance policy to cover the benefit

         under this Plan.

 

                                    ARTICLE 3

                           POLICY OWNERSHIP/INTERESTS

 

3.1      Participant's Interest. The Participant, or the Participant's assignee,

         shall have the right to designate the Beneficiary of an amount of death

         proceeds equal to One Hundred Thousand Dollars ($100,000), not to

         exceed the Net Death Proceeds, subject to:

 

         (a)      Forfeiture of Participant's rights upon Termination of

                  Service;

 

         (b)      Termination of the Plan and the corresponding forfeiture of

                  rights for all Participants or any one Participant in

                  accordance with Section 9.1 hereof; and

 

         (c)      Forfeiture of the Participant's rights and interest hereunder

                  that the Company may reasonably consider necessary to conform

                  with applicable law (including the Sarbanes-Oxley Act of

                  2002).

 

3.2      Company's Interest. The Company shall own the Policy and shall have the

         right to exercise all incidents of ownership except that the Company

         shall not sell, surrender or transfer ownership of a Policy so long as

         a Participant has an interest in the Policy as described in Section

         3.1. This provision shall not impair the right of the Company, subject

         to Article 9, to terminate this Plan. With respect to each Policy, the

         Company shall be the beneficiary of the remaining death proceeds of the

         Policy after the Participant's Interest is determined according to

         Section 3.1.