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<TITLE>United Bancorp Form S-8 - 10/30/09</TITLE>
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<P ALIGN="RIGHT">Registration No. 333-_______</P>

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<P ALIGN="CENTER">UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</FONT><BR>
<FONT SIZE=2>_______________</FONT></P>

<P ALIGN="CENTER"><FONT SIZE=4><B>FORM S-8<BR>
REGISTRATION STATEMENT<BR>
UNDER THE SECURITIES ACT OF 1933</B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=4><B>UNITED BANCORP, INC.</B></FONT><BR>
<FONT SIZE=2>(Exact name of registrant as specified in its charter)</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><B>Michigan</B><BR>
(State or other jurisdiction of<BR>
incorporation or organization)</FONT></TD>
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<P>&nbsp;</TD>
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<P ALIGN="CENTER"><FONT SIZE=2><B>38-2606280</B><BR>
(IRS Employer<BR>
Identification No.)</FONT></TD>
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<TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<P>&nbsp;</TD>
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<P>&nbsp;</TD>
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<P ALIGN="CENTER"><FONT SIZE=2><B>205 E. Chicago Boulevard<BR>
Tecumseh, Michigan</B><BR>
(Address of Principal Executive Offices)</FONT></TD>
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<P>&nbsp;</TD>
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<P ALIGN="CENTER"><FONT SIZE=2><B><BR>
49286<BR>
</B>(Zip Code)</FONT></TD>
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<P ALIGN="CENTER"><FONT SIZE=4><B>UNITED BANCORP, INC.<BR>
2005 STOCK OPTION PLAN</B></FONT><BR>
<FONT SIZE=2>(Full title of the plan)</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><B>Randal J. Rabe<BR>
United Bancorp, Inc.<BR>
205 E. Chicago Boulevard<BR>
Tecumseh, Michigan 49286</B><BR>
(Name and address of agent for service)</FONT></TD>
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<P ALIGN="CENTER"><FONT SIZE=2>Copies to:</FONT></TD>
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<P ALIGN="CENTER"><FONT SIZE=2><B>Gordon R. Lewis<BR>
Warner Norcross &amp; Judd LLP<BR>
900 Fifth Third Center<BR>
111 Lyon Street, N.W.<BR>
Grand Rapids, Michigan 49503</B></FONT></TD>
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<P ALIGN="CENTER"><B>(517)&nbsp;423-8373</B><BR>
(Telephone number, including area code, of agent for service)</P>
<P>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 definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):</P>

<DIR>
<P>Large accelerated Filer <FONT face="wingdings">&#111;</FONT><BR>
Accelerated filer <FONT face="wingdings">&#111;</FONT><BR>
Non-accelerated filer <FONT face="wingdings">&#111;</FONT> (do not check if a smaller reporting company)<BR>
Smaller reporting company <FONT face="wingdings">&#254;</FONT></P>
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<P ALIGN="CENTER"><B>CALCULATION OF REGISTRATION FEE</B></P>
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<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER"><FONT SIZE=2><BR>
<BR>
Title of<BR>
Securities to be<BR>
Registered</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER"><FONT SIZE=2><BR>
<BR>
<BR>
Amount to be<BR>
Registered</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<P ALIGN="CENTER"><FONT SIZE=2><BR>
Proposed<BR>
Maximum<BR>
Offering Price<BR>
Per Share(2)(3)</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER"><FONT SIZE=2><BR>
Proposed<BR>
Maximum<BR>
Aggregate<BR>
Offering<BR>
Price(2)(3)</FONT></TD>
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<P ALIGN="CENTER"><FONT SIZE=2><BR>
<BR>
<BR>
Amount of<BR>
Registration Fee</FONT></TD>
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<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER"><FONT SIZE=2><BR>
Common Stock</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER"><FONT SIZE=2><BR>
385,875 shares (1)</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<P ALIGN="CENTER"><FONT SIZE=2><BR>
$6.20</FONT></TD>
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<P ALIGN="CENTER"><FONT SIZE=2><BR>
$2,392,425.00</FONT></TD>
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<P ALIGN="CENTER"><FONT SIZE=2><BR>
$133.50</FONT></TD>
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<BR>

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<TD WIDTH="5%" VALIGN="TOP">
<P><FONT SIZE=2>(1)</FONT></TD>
<TD WIDTH="95%" VALIGN="TOP">
<P><FONT SIZE=2>In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers such indeterminate number of additional shares as may be authorized in the event of an adjustment as a result of an increase in the number of issued shares of Common Stock resulting from the payment of stock dividends or stock splits or certain other capital adjustments.</FONT></TD>
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<P>&nbsp;</TD>
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<P>&nbsp;</TD>
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<TD WIDTH="5%" VALIGN="TOP">
<P><FONT SIZE=2>(2)</FONT></TD>
<TD WIDTH="95%" VALIGN="TOP">
<P><FONT SIZE=2>Estimated solely for the purpose of calculating the registration fee.</FONT></TD>
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<TD WIDTH="5%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="95%" VALIGN="TOP">
<P>&nbsp;</TD>
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<TD WIDTH="5%" VALIGN="TOP">
<P><FONT SIZE=2>(3)</FONT></TD>
<TD WIDTH="95%" VALIGN="TOP">
<P><FONT SIZE=2>On October 27, 2009, the average of the bid and asked price on the OTC Bulletin Board of the common stock of United Bancorp, Inc. was $6.20 per share. The registration fee is computed in accordance with Rule 457(h) and (c) under the Securities Act of 1933.</FONT></TD>
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<P ALIGN="CENTER"><B>PART II</B></P>

<P ALIGN="CENTER"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></P>
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<P><FONT SIZE=2><B>Item 3.</B></FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2><B>Incorporation of Documents by Reference.</B></FONT></TD>
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<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The following documents filed by United Bancorp, Inc. ("<U>United</U>") with the Securities and Exchange Commission are incorporated by reference into this registration statement:</P>
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<P>&nbsp;</TD>
<TD WIDTH="8%" VALIGN="TOP">
<P><FONT SIZE=2>(a)</FONT></TD>
<TD WIDTH="77%" VALIGN="TOP">
<P><FONT SIZE=2>Annual Report on Form 10-K for the year ended December&nbsp;31, 2008.</FONT></TD>
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<TD WIDTH="15%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="8%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="77%" VALIGN="TOP">
<P>&nbsp;</TD>
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<P>&nbsp;</TD>
<TD WIDTH="8%" VALIGN="TOP">
<P><FONT SIZE=2>(b)</FONT></TD>
<TD WIDTH="77%" VALIGN="TOP">
<P><FONT SIZE=2>Quarterly Reports on Form 10-Q for the quarters ended March&nbsp;31, 2009, June 30, 2009, and September 30, 2009.</FONT></TD>
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<TD WIDTH="15%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="8%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="77%" VALIGN="TOP">
<P>&nbsp;</TD>
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<P>&nbsp;</TD>
<TD WIDTH="8%" VALIGN="TOP">
<P><FONT SIZE=2>(c)</FONT></TD>
<TD WIDTH="77%" VALIGN="TOP">
<P><FONT SIZE=2>Current Reports on Form 8-K filed on January 16, 2009, January 30, 2009, February 27, 2009, April 24, 2009, June 2, 2009, September 21, 2009, and September 22, 2009.</FONT></TD>
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<TD WIDTH="15%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="8%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="77%" VALIGN="TOP">
<P>&nbsp;</TD>
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<P>&nbsp;</TD>
<TD WIDTH="8%" VALIGN="TOP">
<P><FONT SIZE=2>(d)</FONT></TD>
<TD WIDTH="77%" VALIGN="TOP">
<P><FONT SIZE=2>The description of United common stock included in United's Form 10 Registration Statement effective March 31, 1998, as updated by Item 5.03 of the Current Report on Form 8-K filed on December 23, 2008.</FONT></TD>
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<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; All documents subsequently filed by United pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part of this registration statement from the date of filing of such documents.</P>
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<P><FONT SIZE=2><B>Item 4.</B></FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2><B>Description of Securities.</B></FONT></TD>
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<FONT SIZE=2>
<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Not applicable. </P>
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<TD WIDTH="15%" VALIGN="TOP">
<P><FONT SIZE=2><B>Item 5.</B></FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2><B>Interests of Named Experts and Counsel.</B></FONT></TD>
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<FONT SIZE=2>
<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Not applicable.</P>
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<P><FONT SIZE=2><B>Item 6.</B></FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2><B>Indemnification of Directors and Officers.</B></FONT></TD>
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<FONT SIZE=2>
<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; United's bylaws require it to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal (other than an action by or in the right of United), by reason of the fact that the person is or was a director, officer, employee, or agent of United or is or was serving at the request of United as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses (including attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of United or its shareholders and, with respect to a criminal action or proceeding, the person had no reasonable cause to believe his or her conduct was unlawful.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; United's bylaws require United to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of United to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of United or is or was serving at the request of United as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the person in connection with the action<BR>
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or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of United or its shareholders. However, United is not permitted to indemnify any person for any claim, issue, or matter as to which such person has been found liable to United unless and only to the extent that the court in which the action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for the expenses which the court considers proper.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; In addition, United's ability to indemnify its directors and officers or other persons is determined, to an extent, by the Michigan Business Corporation Act ("<U>MBCA</U>"). The following is a summary of the applicable provisions of the MBCA.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Sections 561 through 571 of the MBCA contain provisions governing the indemnification of directors and officers by Michigan corporations. The MBCA provides that a corporation has the power to indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Indemnification of expenses (including attorneys' fees) and amounts paid in settlement is permitted in actions by or in the right of the corporation, except that indemnification is not allowed for any claim, issue or matter in which such person has been found liable to the corporation unless and to the extent that a court decides indemnification is proper. </P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; To the extent that a director or officer has been successful on the merits or otherwise in defense of an action, suit or proceeding, or in defense of a claim, issue or matter in the action, suit or proceeding, the corporation shall indemnify him or her against actual and reasonable expenses (including attorneys' fees) incurred by him or her in connection with the action, suit or proceeding, and an action, suit or proceeding brought to enforce the mandatory indemnification provided under the MBCA. The MBCA permits partial indemnification for a portion of expenses (including reasonable attorneys' fees), judgments, penalties, fines and amounts paid in settlement to the extent the person is entitled to indemnification for less than the total amount. </P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; A determination that the person to be indemnified meets the applicable standard of conduct and an evaluation of the reasonableness of the expenses incurred and amounts paid in settlement shall be made by a majority vote of a quorum of the board of directors who are not parties or threatened to be made parties to the action, suit or proceeding, by a majority vote of a committee of not less than 2 disinterested directors, by independent legal counsel, by all independent directors not parties or threatened to be made parties to the action, suit or proceeding, or by the shareholders.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Under the MBCA, a corporation may pay or reimburse the reasonable expenses incurred by a director, officer, employee or agent who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the proceeding if the person furnishes the corporation a written undertaking to repay the advance if it is ultimately determined that he or she did not meet the applicable standard of conduct, if any, required by the MBCA for the indemnification of a person under the circumstances. The undertaking must be an unlimited general obligation of the person but need not be secured and may be accepted without reference to the financial ability of the person to make repayment.</P>
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<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The indemnification provisions of the MBCA are not exclusive of the rights to indemnification under a corporation's articles of incorporation or bylaws or by agreement. However, the total amount of expenses advanced or indemnified from all sources combined may not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. The indemnification provided for under the MBCA continues as to a person who ceases to be a director, officer, employee or agent.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The MBCA permits United to purchase insurance on behalf of its directors, officers, employees and agents against liabilities arising out of their positions with United, whether or not such liabilities would be within the above indemnification provisions. Pursuant to this authority, United maintains such insurance on behalf of its directors, officers and employees.</P>
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<TD WIDTH="15%" VALIGN="TOP">
<P><FONT SIZE=2><B>Item 7.</B></FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2><B>Exemption from Registration Claimed.</B></FONT></TD>
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<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Not applicable.</P>
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<TD WIDTH="15%" VALIGN="TOP">
<P><FONT SIZE=2><B>Item 8.</B></FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2><B>Exhibits.</B></FONT></TD>
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</TABLE>

<FONT SIZE=2>
<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The following exhibits are filed as part of or incorporated by reference into this registration statement:</P>
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<TD WIDTH="11%" VALIGN="TOP">
<P><FONT SIZE=2>Exhibit<BR>
<U>Number</U></FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2><BR>
<U>Document</U></FONT></TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P><FONT SIZE=2>4.1</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>Restated Articles of Incorporation of United Bancorp, Inc.. Previously filed with the Commission on February 27, 2009 in United Bancorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, Exhibit 3.1. Here incorporated by reference.</FONT></TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P><FONT SIZE=2>4.2</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>Bylaws of United Bancorp, Inc. Previously filed with the Commission on February 27, 2009 in United Bancorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, Exhibit 3.2. Here incorporated by reference.</FONT></TD>
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<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P><FONT SIZE=2>4.3</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>Form of Certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series A. Previously filed with the Commission on January 16, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 4.1. Incorporated here by reference.</FONT></TD>
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<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P><FONT SIZE=2>4.4</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>Warrant, dated January 16, 2009, issued to the United States Department of the Treasury. Previously filed with the Commission on January 16, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 4.2. Incorporated here by reference.</FONT></TD>
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<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P><FONT SIZE=2>4.5</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>Certificate of Designations for Fixed Rate Cumulative Perpetual Preferred Stock, Series A. Previously filed with the Commission on January 16, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 3.1. Incorporated here by reference.</FONT></TD>
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<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P><FONT SIZE=2>5</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>Opinion of Warner Norcross &amp; Judd LLP.</FONT></TD>
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<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P><FONT SIZE=2>23.1</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>Consent of Independent Registered Public Accounting Firm.</FONT></TD>
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<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P><FONT SIZE=2>23.2</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>Consent of Warner Norcross &amp; Judd LLP (included in Exhibit 5 and here incorporated by reference).</FONT></TD>
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<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P><FONT SIZE=2>99</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>United Bancorp, Inc. 2005 Stock Option Plan. Previously filed with the Commission on September 21, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 10.3. Here incorporated by reference.</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2>
<BR>
<CENTER>
-4-
</CENTER>
<HR SIZE="4" NOSHADE>

<p style='page-break-before:always'>
<BR>
</FONT>

<TABLE BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="100%">
<TR>
<TD WIDTH="15%" VALIGN="TOP">
<P><FONT SIZE=2><B>Item 9.</B></FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2><B>Undertakings.</B></FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2>
<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (a)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The undersigned registrant hereby undertakes:</P>

<DIR>
<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (1)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:</P>

<DIR>
<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (i)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; To include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act of 1933;</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (ii)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (iii)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;</P>
</DIR>

<P><I>provided, however, </I>that paragraphs&nbsp;(a)(1)(i) and&nbsp;(a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section&nbsp;13 or&nbsp;15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (2)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial <I>bona fide </I>offering thereof.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (3)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.</P>
</DIR>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (b)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section&nbsp;13(a) or&nbsp;15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial <I>bona fide</I> offering thereof.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (c)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.</P>
<BR>
<CENTER>
-5-
</CENTER>
<HR SIZE="4" NOSHADE>

<p style='page-break-before:always'>
<BR>

<P ALIGN="CENTER"><B>SIGNATURES</B></P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tecumseh, State of Michigan, on October 29, 2009.</P>
</FONT>

<TABLE BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="100%">
<TR>
<TD WIDTH="37%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>United Bancorp, Inc.</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="25%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="37%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="34%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="5%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="25%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="37%" VALIGN="TOP">
<P ALIGN="RIGHT"><FONT SIZE=2>By&nbsp; </FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>/s/ Robert K. Chapman</FONT><HR SIZE="1" NOSHADE></TD>
<TD WIDTH="5%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="25%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="37%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>Robert K. Chapman<BR>
President and Chief Executive Officer</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="25%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
</TABLE>

<FONT SIZE=2>
<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.</P>
<BR>
</FONT>

<TABLE BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="100%">
<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>/s/ Robert K. Chapman</FONT><HR SIZE="1" ALIGN="LEFT" WIDTH="94%"></TD>
<TD WIDTH="33%" VALIGN="TOP" ROWSPAN=2>
<P><FONT SIZE=2>President, Chief Executive<BR>
Officer, and Director (Principal<BR>
Executive Officer) </FONT></TD>
<TD WIDTH="33%" VALIGN="TOP" ROWSPAN=2>
<P><FONT SIZE=2>October 29, 2009</FONT></TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>Robert K. Chapman</FONT></TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>/s/ Randal J. Rabe</FONT><HR SIZE="1" ALIGN="LEFT" WIDTH="94%"></TD>
<TD WIDTH="33%" VALIGN="TOP" ROWSPAN=2>
<P><FONT SIZE=2>Executive Vice President and Chief<BR>
Financial Officer (Principal<BR>
Financial and Accounting Officer)</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP" ROWSPAN=2>
<P><FONT SIZE=2>October 29, 2009</FONT></TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>Randal J. Rabe</FONT></TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>/s/ Stephanie H. Boyse</FONT><HR SIZE="1" ALIGN="LEFT" WIDTH="94%"></TD>
<TD WIDTH="33%" VALIGN="TOP" ROWSPAN=2>
<P><FONT SIZE=2>Director</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP" ROWSPAN=2>
<P><FONT SIZE=2>October 29, 2009</FONT></TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>Stephanie H. Boyse</FONT></TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>/s/ James D. Buhr</FONT><HR SIZE="1" ALIGN="LEFT" WIDTH="94%"></TD>
<TD WIDTH="33%" VALIGN="TOP" ROWSPAN=2>
<P><FONT SIZE=2>Director</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP" ROWSPAN=2>
<P><FONT SIZE=2>October 29, 2009</FONT></TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>James D. Buhr</FONT></TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>/s/ John H. Foss</FONT><HR SIZE="1" ALIGN="LEFT" WIDTH="94%"></TD>
<TD WIDTH="33%" VALIGN="TOP" ROWSPAN=2>
<P><FONT SIZE=2>Director</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP" ROWSPAN=2>
<P><FONT SIZE=2>October 29, 2009</FONT></TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>John H. Foss</FONT></TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>/s/ Norman G. Herbert</FONT><HR SIZE="1" ALIGN="LEFT" WIDTH="94%"></TD>
<TD WIDTH="33%" VALIGN="TOP" ROWSPAN=2>
<P><FONT SIZE=2>Director</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP" ROWSPAN=2>
<P><FONT SIZE=2>October 29, 2009</FONT></TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>Norman G. Herbert</FONT></TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>/s/ David S. Hickman</FONT><HR SIZE="1" ALIGN="LEFT" WIDTH="94%"></TD>
<TD WIDTH="33%" VALIGN="TOP" ROWSPAN=2>
<P><FONT SIZE=2>Chairman of the Board and Director</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP" ROWSPAN=2>
<P><FONT SIZE=2>October 29, 2009</FONT></TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>David S. Hickman</FONT></TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
</TABLE>
<BR>
<BR>
<CENTER>
<FONT SIZE=2>-6-</FONT>
</CENTER>
<HR SIZE="4" NOSHADE>

<p style='page-break-before:always'>
<BR>

<TABLE BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="100%">
<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>/s/ James C. Lawson</FONT><HR SIZE="1" ALIGN="LEFT" WIDTH="94%"></TD>
<TD WIDTH="33%" VALIGN="TOP" ROWSPAN=2>
<P><FONT SIZE=2>Director</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP" ROWSPAN=2>
<P><FONT SIZE=2>October 29, 2009</FONT></TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>James C. Lawson</FONT></TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>/s/ D.J. Martin</FONT><HR SIZE="1" ALIGN="LEFT" WIDTH="94%"></TD>
<TD WIDTH="33%" VALIGN="TOP" ROWSPAN=2>
<P><FONT SIZE=2>Director</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP" ROWSPAN=2>
<P><FONT SIZE=2>October 29, 2009</FONT></TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>D.J. Martin</FONT></TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>/s/ David E. Maxwell</FONT><HR SIZE="1" ALIGN="LEFT" WIDTH="94%"></TD>
<TD WIDTH="33%" VALIGN="TOP" ROWSPAN=2>
<P><FONT SIZE=2>Director</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP" ROWSPAN=2>
<P><FONT SIZE=2>October 29, 2009</FONT></TD>
</TR>

<TR>
<TD WIDTH="34%" VALIGN="TOP">
<P><FONT SIZE=2>David E. Maxwell</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2>
<BR>
<BR>
<BR>
<CENTER>
-7-
</CENTER>
<HR SIZE="4" NOSHADE>

<p style='page-break-before:always'>
<BR>
<P ALIGN="CENTER"><B><U>EXHIBIT</U> <U>INDEX</U></B></P>
<BR>
</FONT>

<TABLE BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="100%">
<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P><FONT SIZE=2>Exhibit<BR>
<U>Number</U></FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2><BR>
<U>Document</U></FONT></TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P><FONT SIZE=2>4.1</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>Restated Articles of Incorporation of United Bancorp, Inc.. Previously filed with the Commission on February 27, 2009 in United Bancorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, Exhibit 3.1. Here incorporated by reference.</FONT></TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P><FONT SIZE=2>4.2</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>Bylaws of United Bancorp, Inc. Previously filed with the Commission on February 27, 2009 in United Bancorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, Exhibit 3.2. Here incorporated by reference.</FONT></TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P><FONT SIZE=2>4.3</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>Form of Certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series A. Previously filed with the Commission on January 16, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 4.1. Incorporated here by reference.</FONT></TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P><FONT SIZE=2>4.4</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>Warrant, dated January 16, 2009, issued to the United States Department of the Treasury. Previously filed with the Commission on January 16, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 4.2. Incorporated here by reference.</FONT></TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P><FONT SIZE=2>4.5</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>Certificate of Designations for Fixed Rate Cumulative Perpetual Preferred Stock, Series A. Previously filed with the Commission on January 16, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 3.1. Incorporated here by reference.</FONT></TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P><FONT SIZE=2>5</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>Opinion of Warner Norcross &amp; Judd LLP.</FONT></TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P><FONT SIZE=2>23.1</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>Consent of Independent Registered Public Accounting Firm.</FONT></TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P><FONT SIZE=2>23.2</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>Consent of Warner Norcross &amp; Judd LLP (included in Exhibit 5 and here incorporated by reference).</FONT></TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>

<TR>
<TD WIDTH="11%" VALIGN="TOP">
<P><FONT SIZE=2>99</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>United Bancorp, Inc. 2005 Stock Option Plan. Previously filed with the Commission on September 21, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 10.3. Here incorporated by reference.</FONT></TD>
</TR>
</TABLE>

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United Bancorp Form S-8 - 10/30/09
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNITED BANCORP, INC.
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of
incorporation or organization)
38-2606280
(IRS Employer
Identification No.)
205 E. Chicago Boulevard
Tecumseh, Michigan
(Address of Principal Executive Offices)
49286
(Zip Code)
UNITED BANCORP, INC.
2005 STOCK OPTION PLAN
(Full title of the plan)
Randal J. Rabe
United Bancorp, Inc.
205 E. Chicago Boulevard
Tecumseh, Michigan 49286
(Name and address of agent for service)
Copies to:
Gordon R. Lewis
Warner Norcross & Judd LLP
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503
(517) 423-8373
(Telephone number, including area code, of agent for service)
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 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
(do not check if a smaller reporting company)
Smaller reporting company
þ
CALCULATION OF REGISTRATION FEE
Title of
Securities to be
Registered
Amount to be
Registered
Proposed
Maximum
Offering Price
Per Share(2)(3)
Proposed
Maximum
Aggregate
Offering
Price(2)(3)
Amount of
Registration Fee
Common Stock
385,875 shares (1)
$6.20
$2,392,425.00
$133.50
(1)
In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers such indeterminate number of additional shares as may be authorized in the event of an adjustment as a result of an increase in the number of issued shares of Common Stock resulting from the payment of stock dividends or stock splits or certain other capital adjustments.
(2)
Estimated solely for the purpose of calculating the registration fee.
(3)
On October 27, 2009, the average of the bid and asked price on the OTC Bulletin Board of the common stock of United Bancorp, Inc. was $6.20 per share. The registration fee is computed in accordance with Rule 457(h) and (c) under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The following documents filed by United Bancorp, Inc. ("
United
") with the Securities and Exchange Commission are incorporated by reference into this registration statement:
(a)
Annual Report on Form 10-K for the year ended December 31, 2008.
(b)
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009, June 30, 2009, and September 30, 2009.
(c)
Current Reports on Form 8-K filed on January 16, 2009, January 30, 2009, February 27, 2009, April 24, 2009, June 2, 2009, September 21, 2009, and September 22, 2009.
(d)
The description of United common stock included in United's Form 10 Registration Statement effective March 31, 1998, as updated by Item 5.03 of the Current Report on Form 8-K filed on December 23, 2008.
All documents subsequently filed by United pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part of this registration statement from the date of filing of such documents.
Item 4.
Description of Securities.
Not applicable.
Item 5.
Interests of Named Experts and Counsel.
Not applicable.
Item 6.
Indemnification of Directors and Officers.
United's bylaws require it to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal (other than an action by or in the right of United), by reason of the fact that the person is or was a director, officer, employee, or agent of United or is or was serving at the request of United as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses (including attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of United or its shareholders and, with respect to a criminal action or proceeding, the person had no reasonable cause to believe his or her conduct was unlawful.
United's bylaws require United to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of United to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of United or is or was serving at the request of United as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the person in connection with the action
-2-
or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of United or its shareholders. However, United is not permitted to indemnify any person for any claim, issue, or matter as to which such person has been found liable to United unless and only to the extent that the court in which the action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for the expenses which the court considers proper.
In addition, United's ability to indemnify its directors and officers or other persons is determined, to an extent, by the Michigan Business Corporation Act ("
MBCA
"). The following is a summary of the applicable provisions of the MBCA.
Sections 561 through 571 of the MBCA contain provisions governing the indemnification of directors and officers by Michigan corporations. The MBCA provides that a corporation has the power to indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Indemnification of expenses (including attorneys' fees) and amounts paid in settlement is permitted in actions by or in the right of the corporation, except that indemnification is not allowed for any claim, issue or matter in which such person has been found liable to the corporation unless and to the extent that a court decides indemnification is proper.
To the extent that a director or officer has been successful on the merits or otherwise in defense of an action, suit or proceeding, or in defense of a claim, issue or matter in the action, suit or proceeding, the corporation shall indemnify him or her against actual and reasonable expenses (including attorneys' fees) incurred by him or her in connection with the action, suit or proceeding, and an action, suit or proceeding brought to enforce the mandatory indemnification provided under the MBCA. The MBCA permits partial indemnification for a portion of expenses (including reasonable attorneys' fees), judgments, penalties, fines and amounts paid in settlement to the extent the person is entitled to indemnification for less than the total amount.
A determination that the person to be indemnified meets the applicable standard of conduct and an evaluation of the reasonableness of the expenses incurred and amounts paid in settlement shall be made by a majority vote of a quorum of the board of directors who are not parties or threatened to be made parties to the action, suit or proceeding, by a majority vote of a committee of not less than 2 disinterested directors, by independent legal counsel, by all independent directors not parties or threatened to be made parties to the action, suit or proceeding, or by the shareholders.
Under the MBCA, a corporation may pay or reimburse the reasonable expenses incurred by a director, officer, employee or agent who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the proceeding if the person furnishes the corporation a written undertaking to repay the advance if it is ultimately determined that he or she did not meet the applicable standard of conduct, if any, required by the MBCA for the indemnification of a person under the circumstances. The undertaking must be an unlimited general obligation of the person but need not be secured and may be accepted without reference to the financial ability of the person to make repayment.
-3-
The indemnification provisions of the MBCA are not exclusive of the rights to indemnification under a corporation's articles of incorporation or bylaws or by agreement. However, the total amount of expenses advanced or indemnified from all sources combined may not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. The indemnification provided for under the MBCA continues as to a person who ceases to be a director, officer, employee or agent.
The MBCA permits United to purchase insurance on behalf of its directors, officers, employees and agents against liabilities arising out of their positions with United, whether or not such liabilities would be within the above indemnification provisions. Pursuant to this authority, United maintains such insurance on behalf of its directors, officers and employees.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8.
Exhibits.
The following exhibits are filed as part of or incorporated by reference into this registration statement:
Exhibit
Number
Document
4.1
Restated Articles of Incorporation of United Bancorp, Inc.. Previously filed with the Commission on February 27, 2009 in United Bancorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, Exhibit 3.1. Here incorporated by reference.
4.2
Bylaws of United Bancorp, Inc. Previously filed with the Commission on February 27, 2009 in United Bancorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, Exhibit 3.2. Here incorporated by reference.
4.3
Form of Certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series A. Previously filed with the Commission on January 16, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 4.1. Incorporated here by reference.
4.4
Warrant, dated January 16, 2009, issued to the United States Department of the Treasury. Previously filed with the Commission on January 16, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 4.2. Incorporated here by reference.
4.5
Certificate of Designations for Fixed Rate Cumulative Perpetual Preferred Stock, Series A. Previously filed with the Commission on January 16, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 3.1. Incorporated here by reference.
5
Opinion of Warner Norcross & Judd LLP.
23.1
Consent of Independent Registered Public Accounting Firm.
23.2
Consent of Warner Norcross & Judd LLP (included in Exhibit 5 and here incorporated by reference).
99
United Bancorp, Inc. 2005 Stock Option Plan. Previously filed with the Commission on September 21, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 10.3. Here incorporated by reference.
-4-
Item 9.
Undertakings.
(a)          The undersigned registrant hereby undertakes:
(1)          To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)          To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)          To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(iii)          To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2)          That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3)          To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)          The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c)          Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
-5-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tecumseh, State of Michigan, on October 29, 2009.
United Bancorp, Inc.
By
/s/ Robert K. Chapman
Robert K. Chapman
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ Robert K. Chapman
President, Chief Executive
Officer, and Director (Principal
Executive Officer)
October 29, 2009
Robert K. Chapman
/s/ Randal J. Rabe
Executive Vice President and Chief
Financial Officer (Principal
Financial and Accounting Officer)
October 29, 2009
Randal J. Rabe
/s/ Stephanie H. Boyse
Director
October 29, 2009
Stephanie H. Boyse
/s/ James D. Buhr
Director
October 29, 2009
James D. Buhr
/s/ John H. Foss
Director
October 29, 2009
John H. Foss
/s/ Norman G. Herbert
Director
October 29, 2009
Norman G. Herbert
/s/ David S. Hickman
Chairman of the Board and Director
October 29, 2009
David S. Hickman
-6-
/s/ James C. Lawson
Director
October 29, 2009
James C. Lawson
/s/ D.J. Martin
Director
October 29, 2009
D.J. Martin
/s/ David E. Maxwell
Director
October 29, 2009
David E. Maxwell
-7-
EXHIBIT
INDEX
Exhibit
Number
Document
4.1
Restated Articles of Incorporation of United Bancorp, Inc.. Previously filed with the Commission on February 27, 2009 in United Bancorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, Exhibit 3.1. Here incorporated by reference.
4.2
Bylaws of United Bancorp, Inc. Previously filed with the Commission on February 27, 2009 in United Bancorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, Exhibit 3.2. Here incorporated by reference.
4.3
Form of Certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series A. Previously filed with the Commission on January 16, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 4.1. Incorporated here by reference.
4.4
Warrant, dated January 16, 2009, issued to the United States Department of the Treasury. Previously filed with the Commission on January 16, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 4.2. Incorporated here by reference.
4.5
Certificate of Designations for Fixed Rate Cumulative Perpetual Preferred Stock, Series A. Previously filed with the Commission on January 16, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 3.1. Incorporated here by reference.
5
Opinion of Warner Norcross & Judd LLP.
23.1
Consent of Independent Registered Public Accounting Firm.
23.2
Consent of Warner Norcross & Judd LLP (included in Exhibit 5 and here incorporated by reference).
99
United Bancorp, Inc. 2005 Stock Option Plan. Previously filed with the Commission on September 21, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 10.3. Here incorporated by reference.