10-Q

United States

Securities and Exchange Commission

Washington, D.C. 20549

_______________________________

Form 10-Q

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2011

_________________________

Commission File #0-16640

 (Exact name of registrant as specified in its charter)

Michigan	38-2606280
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2723 South State Street, Ann Arbor, MI 48104

(Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: (517) 423-8373

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ                      No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes oNo o

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 the 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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes oNo þ

As of April 22, 2011, there were outstanding 12,692,111 shares of the registrant's common stock, no par value.

Page 1

Forward-Looking Statements

This report contains forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and United Bancorp, Inc. Forward-looking statements are identifiable by words or phrases such as "outlook" or "strategy"; that an event or trend "may", "should", "will", "is likely", or is "probable" to occur or "continue" or "is scheduled" or "on track" or that the Company or its management "anticipates", "believes", "estimates", "plans", "forecasts", "intends", "predicts", "projects", or "expects" a particular result, or is "confident," "optimistic" or has an "opinion" that an event will occur, or other words or phrases such as "ongoing", "future", or "tend" and variations of such words and similar expressions.  Such statements are based upon current beliefs and expectations and involve substantial risks and uncertainties which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These statements include, among others, statements related to real estate valuation, future recognition of income, future levels of non-performing loans, the rate of asset dispositions, future capital levels, capital raising activities, dividends, future growth, future funding sources, future liquidity levels, future profitability levels, our ability to comply with our memorandum of understanding, the effects on earnings of changes in interest rates and the future level of other revenue sources. All of the information concerning interest rate sensitivity is forward-looking.

Management's determination of the provision and allowance for loan losses, the appropriate carrying value of intangible assets (including mortgage servicing rights and deferred tax assets) and other real estate owned and the fair value of investment securities (including whether any impairment on any investment security is temporary or other-than-temporary and the amount of any impairment) involves judgments that are inherently forward-looking. There can be no assurance that future loan losses will be limited to the amounts estimated or that other real estate owned can be sold for its carrying value. Our ability to fully comply with all of the provisions of our memorandum of understanding, improve regulatory capital ratios, raise additional capital, successfully implement new programs and initiatives, increase efficiencies, utilize our deferred tax asset, address regulatory issues, respond to declines in collateral values and credit quality, and improve profitability is not entirely within our control and is not assured. The future effect of changes in the financial and credit markets and the national and regional economy on the banking industry, generally, and on United Bancorp, Inc., specifically, are also inherently uncertain. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("risk factors") that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. United Bancorp, Inc. undertakes no obligation to update, clarify or revise forward-looking statements to reflect developments that occur or information obtained after the date of this report.

Risk factors include, but are not limited to, the risk factors described in "Item 1A – Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2010. These and other factors are representative of the risk factors that may emerge and could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.

Page 2

Cross Reference Table

Item	Description	Page
Part I – Financial Information		4
Item 1 – Financial Statements		4
(a)	Condensed Consolidated Balance Sheets	4
(b)	Condensed Consolidated Statements of Operations (unaudited)	5
(c)	Condensed Consolidated Statements of Shareholders’ Equity (unaudited)	6
(d)	Condensed Consolidated Statements of Cash Flows (unaudited)	7
(e)	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
	Background	24
	Other Developments	25
	Executive Summary	25
	Financial Condition	27
	Results of Operations	33
	Liquidity and Capital Resources	40
	Critical Accounting Policies	41
Item 3 – Quantitative and Qualitative Disclosures about Market Risk		42
Item 4 – Controls and Procedures		42
Part II – Other Information		42
Item 6 – Exhibits		42
Signatures		43
Exhibit Index		44

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Part I – Financial Information

Item 1 – Financial Statements

(a) Condensed Consolidated Balance Sheets

In thousands of dollars	(unaudited)
	March 31,			December 31,
Assets	2011			2010
Cash and demand balances in other banks	$	11,758		$	10,623
Interest bearing balances with banks		126,227			95,599
Total cash and cash equivalents		137,985			106,222
Securities available for sale		140,635			124,544
FHLB Stock		2,788			2,788
Loans held for sale		519			10,289
Portfolio loans		578,111			591,985
Less allowance for loan losses		25,194			25,163
Net portfolio loans		552,917			566,822
Premises and equipment, net		11,062			11,241
Bank-owned life insurance		13,496			13,391
Accrued interest receivable and other assets		26,074			26,413
Total Assets	$	885,476		$	861,710
Liabilities
Deposits
Noninterest bearing	$	134,471		$	113,206
Interest bearing deposits		625,762			620,792
Total deposits		760,233			733,998
Federal funds purchased and other short term borrowings		-			1,234
FHLB advances payable		29,321			30,321
Accrued interest payable and other liabilities		3,091			3,453
Total Liabilities		792,645			769,006
Commitments and Contingent Liabilities
Shareholders' Equity
Preferred stock, no par value; 2,000,000 shares authorized, 20,600 shares outstanding; liquidation preference $1,000 per share		20,284			20,258
Common stock and paid in capital, no par value; 30,000,000 shares authorized; 12,692,111 and 12,667,111 shares issued and outstanding, respectively		85,289			85,351
Accumulated deficit		(13,451	)		(13,526	)
Accumulated other comprehensive income, net of tax		709			621
Total Shareholders' Equity		92,831			92,704
Total Liabilities and Shareholders' Equity	$	885,476		$	861,710
The accompanying notes are an integral part of these condensed consolidated financial statements.

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(b) Condensed Consolidated Statements of Operations (unaudited)

	Three Months Ended
In thousands of dollars, except per share data	March 31,
Interest Income	2011			2010
Interest and fees on loans	$	8,204		$	9,406
Interest on securities
Taxable		604			454
Tax exempt		207			315
Interest on federal funds sold and balances with banks		74			73
Total interest income		9,089			10,248
Interest Expense
Interest on deposits		1,410			2,194
Interest on fed funds and other short term borrowings		11			-
Interest on FHLB advances		266			347
Total interest expense		1,687			2,541
Net Interest Income		7,402			7,707
Provision for loan losses		2,800			4,800
Net Interest Income after Provision for Loan Losses		4,602			2,907
Noninterest Income
Service charges on deposit accounts		503			539
Wealth Management fee income		1,263			1,043
Income from loan sales and servicing		1,311			892
ATM, debit and credit card fee income		513			445
Income from bank-owned life insurance		105			113
Other income		230			192
Total noninterest income		3,925			3,224
Noninterest Expense
Salaries and employee benefits		4,575			3,938
Occupancy and equipment expense, net		1,252			1,336
External data processing		320			294
Advertising and marketing		160			167
Attorney, accounting and other professional fees		433			351
Director fees		102			88
Expenses relating to ORE property		257			315
FDIC insurance premiums		431			437
Other expenses		688			733
Total noninterest expense		8,218			7,659
Income (Loss) Before Federal Income Tax		309			(1,528	)
Federal income tax (benefit)		(50	)		(719	)
Net Income (Loss)	$	359		$	(809	)
Preferred stock dividends and amortization		(284	)		(282	)
Income (Loss) Available to Common Shareholders	$	75		$	(1,091	)
Basic and diluted earnings (loss) per share	$	0.01		$	(0.21	)
Cash dividends declared per share of common stock	$	-		$	-
The accompanying notes are an integral part of these condensed consolidated financial statements.

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(c) Condensed Consolidated Statements of Shareholders’ Equity (unaudited)

	Three Months Ended
In thousands of dollars	March 31,
Total Shareholders' Equity	2011			2010
Balance at beginning of period	$	92,704		$	80,867
Net income (loss)		359			(809	)
Other comprehensive income:
Net change in unrealized gains on securities available for sale, net of reclass adjustments for realized gains (losses) and related taxes		88			(9	)
Total comprehensive income (loss)		447			(818	)
Cash dividends paid on preferred shares		(258	)		(258	)
Other common stock transactions		(62	)		38
Balance at end of period	$	92,831		$	79,829
The accompanying notes are an integral part of these condensed consolidated financial statements.

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(d) Condensed Consolidated Statements of Cash Flows (unaudited)

	Three Months Ended
In thousands of dollars	March 31,
	2011			2010
Cash Flows from Operating Activities
Net income (loss)	$	359		$	(809	)
Adjustments to Reconcile Net Income to Net Cash from Operating Activities
Depreciation and amortization		895			566
Provision for loan losses		2,800			4,800
Gain on sale of loans		(1,037	)		(649	)
Proceeds from sales of loans originated for sale		54,185			38,199
Loans originated for sale		(43,378	)		(39,802	)
Change in deferred income taxes		27			(418	)
Stock option expense		19			38
Increase in cash surrender value of bank-owned life insurance		(105	)		(113	)
Change in investment in limited partnership		(182	)		(123	)
Change in accrued interest receivable and other assets		1,474			(191	)
Change in accrued interest payable and other liabilities		(166	)		75
Net cash from operating activities		14,891			1,573
Cash Flows from Investing Activities
Securities available for sale
Purchases		(25,692	)		(8,381	)
Maturities and calls		5,147			1,755
Principal payments		4,056			2,142
Net change in portfolio loans		9,809			11,738
Premises and equipment expenditures		(110	)		(12	)
Net cash from investing activities		(6,790	)		7,242
Cash Flows from Financing Activities
Net change in deposits		26,235			(864	)
Net change in fed funds sold and short term borrowings		(1,234	)		-
Principal payments on FHLB advances		(1,000	)		(6,500	)
Proceeds from other common stock transactions		(81	)		-
Cash dividends paid on preferred shares		(258	)		(258	)
Net cash from financing activities		23,662			(7,622	)
Net change in cash and cash equivalents		31,763			1,193
Cash and cash equivalents at beginning of year		106,222			125,589
Cash and cash equivalents at end of period	$	137,985		$	126,782
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	1,748		$	2,626
Loans transferred to other real estate		1,296			832
The accompanying notes are an integral part of these condensed consolidated financial statements.

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(e) Notes to Condensed Consolidated Financial Statements (unaudited)

Note 1 - Basis of Presentation

The unaudited condensed consolidated financial statements of United Bancorp, Inc. (the "Company" or “United”) have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) believed necessary for a fair presentation have been included. The condensed consolidated balance sheet of the Company as of December 31, 2010 has been derived from the audited consolidated balance sheet of the Company as of that date. Operating results for the three month period ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. For further information, refer to the consolidated financial statements and related footnotes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010.

Effective April 1, 2010, the Company completed the consolidation of its subsidiary banks, United Bank & Trust and United Bank & Trust – Washtenaw. Under the consolidation, United Bank & Trust – Washtenaw was consolidated and merged with and into United Bank & Trust, and the consolidated bank operates under the charter and name of United Bank & Trust (“UBT” or the “Bank”).

Note 2 – Allowance for Loan Losses

The allowance for loan losses is maintained at a level believed adequate by management to absorb probable incurred credit losses in the loan portfolio. Management's determination of the adequacy of the allowance is based on an evaluation of the portfolio, past loan loss experience, current economic conditions, volume, amount and composition of the loan portfolio, and other factors management believes to be relevant. The Company’s past loan loss experience is determined by evaluating the average charge-offs over the most recent eight quarters. The allowance is increased by provisions for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectability of a loan is confirmed. Subsequent recoveries, if any, are credited to the allowance.

Loan impairment is reported when full payment under the loan terms is not expected. Impaired loans are carried at the present value of estimated future cash flows using the loan's existing rate, or the fair value of collateral if the loan is collateral dependent. A portion of the allowance for loan losses is allocated to impaired loans if the value of such loans is deemed to be less than the unpaid balance. If these allocations require an increase in the allowance for loan losses, that increase is recorded as a component of the provision for loan losses. Loans are evaluated for impairment when payments are delayed or when the internal grading system indicates a substandard or doubtful classification.

Impairment is evaluated in total for smaller-balance loans of similar nature such as residential mortgage, consumer, home equity and second mortgage loans. Commercial loans and mortgage loans secured by other properties are evaluated individually for impairment. When credit analysis

Page 8

of borrower operating results and financial condition indicates that underlying cash flows of the borrower's business are not adequate to meet its debt service requirements, including the Bank’s loans to the borrower, the loan is evaluated for impairment. Often this is associated with a delay or shortfall of payments of thirty days or more. Loans are generally moved to nonaccrual status when ninety days or more past due or in bankruptcy. These loans are often also considered impaired. Impaired loans, or portions thereof, are charged off when deemed uncollectible. This typically occurs when the loan is 120 or more days past due, unless the loan is both well-secured and in the process of collection.

An analysis of the allowance for loan losses for the year to date periods ended March 31, 2011 and 2010, and the year ended December 31, 2010 follows:

Three Months Ended March 31,	2011
	Business &
	Commercial						Residential
Thousands of dollars	Mortgages			CLD (1)			Mortgage			Personal			Total			2010
Balance, January 1	$	16,672		$	3,248		$	2,661		$	2,582		$	25,163		$	20,020
Provision charged to expense		1,348			734			737			(19	)		2,800			4,800
Losses charged off		(1,749	)		(693	)		(471	)		(192	)		(3,105	)		(3,562	)
Recoveries		164			63			10			99			336			93
Balance, March 31	$	16,435		$	3,352		$	2,937		$	2,470		$	25,194		$	21,351
Ending balance: individually evaluated for impairment	$	6,266		$	1,891		$	786		$	280		$	9,223
Ending balance: collectively evaluated for impairment	$	10,169		$	1,461		$	2,151		$	2,190		$	15,971
Total Loans:
Ending balance	$	342,119		$	32,926		$	90,580		$	112,486		$	578,111
Ending balance: individually evaluated for impairment	$	24,855		$	14,565		$	3,851		$	563		$	43,834
Ending balance: collectively evaluated for impairment	$	317,264		$	18,361		$	86,729		$	111,923		$	534,277

Year Ended December 31, 2010	Business &
	Commercial						Residential
Thousands of dollars	Mortgages			CLD			Mortgage			Personal			Total
Balance, January 1	$	12,221		$	5,164		$	760		$	1,875		$	20,020
Provision charged to expense		11,710			3,716			3,655			2,449			21,530
Losses charged off		(7,683	)		(5,919	)		(1,820	)		(1,907	)		(17,329	)
Recoveries		424			287			66			165			942
Balance, December 31	$	16,672		$	3,248		$	2,661		$	2,582		$	25,163
Ending balance: individually evaluated for impairment	$	6,402		$	1,765		$	708		$	283		$	9,158
Ending balance: collectively evaluated for impairment	$	10,270		$	1,483		$	1,953		$	2,299		$	16,005

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Total Loans:
Ending balance		$	354,020	$	32,924	$	90,867	$	114,174	$	591,985
Ending balance: individually evaluated for impairment		$	26,628	$	14,699	$	3,290	$	566	$	45,183
Ending balance: collectively evaluated for impairment		$	327,392	$	18,225	$	87,577	$	113,608	$	546,802
(1)	Construction and land development loans

Credit Exposure and Quality Indicators

The Company categorizes commercial and tax-exempt loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, management capacity, historical payment experience, credit documentation, public information and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed during the loan approval process and is updated as circumstances warrant.

Commercial and tax-exempt loans that are analyzed individually are assigned one of eight internal risk categories. Categories 1-4 are considered to be Pass-rated loans. Other risk category definitions for individually-analyzed commercial and tax-exempt loans are as follows:

5	Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Bank’s credit position at some future date.
6	Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral securing the loans, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
7	Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the additional characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

Consumer loans are not rated on the above-listed risk categories, but are classified by their payment activity, either as performing, accruing restructured, delinquent less than 90 days, or nonperforming.

Quality indicators for portfolio loans as of March 31, 2011 and December 31, 2010 are detailed in the following tables.

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In thousands of dollars		At March 31, 2011
Commercial & Tax-exempt Loans		CLD		Owner-Occupied CRE		Other CRE		Commercial & Industrial		Total Commercial
Credit Risk Profile by Internally Assigned Rating
1-4	Pass	$	13,188	$	79,991	$	104,884	$	49,368	$	247,431
5	Special Mention		5,534		11,930		20,115		25,652		63,231
6	Substandard		13,889		10,185		8,664		5,946		38,684
7	Doubtful		315		399		74		2,260		3,048
	Total	$	32,926	$	102,505	$	133,737	$	83,226	$	352,394

Consumer Loans
Credit risk profile based on payment activity	Residential Mortgage		Consumer Construction		Home Equity		Other Consumer		Total Consumer
Performing	$	102,313	$	6,514	$	77,023	$	23,485	$	209,335
Accruing restructured		3,504		-		-		-		3,504
Delinquent less than 90 days		850		-		789		38		1,677
Nonperforming		4,714		-		898		53		5,665
Total	$	110,531	$	6,514	$	77,921	$	23,538	$	218,504
Subtotal									$	570,898
Deferred loan fees and costs, overdrafts, in-process accounts										7,213
Total Portfolio Loans									$	578,111

In thousands of dollars		At December 31, 2010
Commercial & Tax-exempt Loans		CLD		Owner-Occupied CRE		Other CRE		Commercial & Industrial		Total Commercial
Credit Risk Profile by Internally Assigned Rating
1-4	Pass	$	16,246	$	79,929	$	106,379	$	51,751	$	254,305
5	Special Mention		5,942		12,556		20,467		22,697		61,662
6	Substandard		13,381		12,641		10,773		9,350		46,145
7	Doubtful		427		416		74		120		1,037
	Total	$	35,996	$	105,542	$	137,693	$	83,918	$	363,149

Consumer Loans
Credit risk profile based on payment activity	Residential Mortgage		Consumer Construction		Home Equity		Other Consumer		Total Consumer
Performing	$	105,932	$	5,558	$	77,389	$	24,632	$	213,511
Accruing restructured		2,844		-		-		-		2,844
Delinquent less than 90 days		1,854		-		411		125		2,390
Nonperforming		4,765		-		762		56		5,583
Total	$	113,541	$	5,558	$	78,151	$	24,688	$	221,938
Subtotal									$	585,087
Deferred loan fees and costs, overdrafts, in-process accounts										6,898
Total Portfolio Loans									$	591,985

Loan totals in the classifications above are based on categories of loans as classified within the Bank’s regulatory reporting. As a result, they may differ from totals of similar classifications in Note 4 and in the tables above.

Loan Portfolio Aging Analysis

Schedules detailing the loan portfolio aging analysis as of March 31, 2011 and December 31, 2010 follow.

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As of March 31, 2011	Delinquent Loans
Thousands of dollars	30-89 Days Past Due		90 Days and Over (a) (1)		Total Past Due (b)		Current (c-b-d)		Total Portfolio Loans (c)		Nonaccrual Loans (d)		Total Nonper-forming (a+d)
Commercial
Commercial CLD	$	-	$	124	$	124	$	23,820	$	32,926	$	8,982	$	9,106
Owner-Occupied CRE		525		-		525		98,658		102,505		3,322		3,322
Other CRE		3,164		-		3,164		127,470		133,737		3,103		3,103
Commercial & Industrial		573		1,574		2,147		76,072		83,226		5,007		6,581
Consumer
Residential Mortgage		850		615		1,465		104,967		110,531		4,099		4,714
Consumer Construction		-		-		-		6,514		6,514		-		-
Home Equity		789		13		802		76,234		77,921		885		898
Other Consumer		38		-		38		23,447		23,538		53		53
Subtotal	$	5,939	$	2,326	$	8,265	$	537,182	$	570,898	$	25,451	$	27,777
Deferred loan fees and costs, overdrafts, in-process accounts										7,213
Total Portfolio Loans									$	578,111

As of December 31, 2010
Commercial
Commercial CLD		$	1,044	$	-	$	1,044	$	26,393	$	35,996	$	8,559	$	8,559
Owner-Occupied CRE			688		-		688		101,317		105,542		3,537		3,537
Other CRE			2,982		-		2,982		128,126		137,693		6,585		6,585
Commercial & Industrial			734		142		876		78,204		83,918		4,838		4,980
Consumer
Residential Mortgage			1,854		441		2,295		106,922		113,541		4,324		4,765
Consumer Construction			-		-		-		5,558		5,558		-		-
Home Equity			411		-		411		76,978		78,151		762		762
Other Consumer			125		-		125		24,507		24,688		56		56
Subtotal		$	7,838	$	583	$	8,421	$	548,005	$	585,087	$	28,661	$	29,244
Deferred loan fees and costs, overdrafts, in-process accounts											6,898
Total Portfolio Loans										$	591,985
(1)	All are accruing.

Impaired Loans

Information regarding impaired loans as of March 31, 2011 and December 31, 2010 follows:

Impaired Loans at March 31, 2011
Thousands of dollars	Recorded Balance		Unpaid Principal Balance		Specific Allowance		Average Investment in Impaired Loans		Interest Income Recognized
Loans without a specific valuation allowance
Business & Commercial Mortgage	$	5,527	$	7,114	$	-	$	5,512	$	45
Construction & Land Development		4,400		9,654		-		4,201		-
Residential Mortgage		3,420		4,184		-		3,327		1
Personal		843		843		-		828		1
Subtotal	$	14,190	$	21,795	$	-	$	13,868	$	47

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Loans with a specific valuation allowance
Business & Commercial Mortgage	$	19,328	$	22,288	$	6,266	$	19,526	$	136
Construction & Land Development		10,165		15,907		1,891		10,329		61
Residential Mortgage		3,815		3,932		786		3,848		26
Personal		330		337		280		333		1
Subtotal	$	33,638	$	42,464	$	9,223	$	34,036	$	224

Total Impaired Loans
Business & Commercial Mortgage	$	24,855	$	29,402	$	6,266	$	25,038	$	181
Construction & Land Development		14,565		25,561		1,891		14,530		61
Residential Mortgage		7,235		8,116		786		7,175		27
Personal		1,173		1,180		280		1,161		2
Total Impaired Loans	$	47,828	$	64,259	$	9,223	$	47,904	$	271

Impaired Loans at December 31, 2010
Thousands of dollars	Recorded Balance		Unpaid Principal Balance		Specific Allowance		Average Investment in Impaired Loans		Interest Income Recognized
Loans without a specific valuation allowance
Business & Commercial Mortgage	$	5,059	$	5,865	$	-	$	4,330	$	78
Construction & Land Development		3,434		8,195		-		3,955		46
Residential Mortgage		3,129		3,693		-		4,418		-
Personal		509		509		-		1,020		-
Subtotal	$	12,131	$	18,262	$	-	$	13,723	$	124

Loans with a specific valuation allowance
Business & Commercial Mortgage	$	21,570	$	26,591	$	6,402	$	18,949	$	619
Construction & Land Development		11,265		19,083		1,765		10,579		168
Residential Mortgage		3,290		3,327		708		2,360		106
Personal		566		570		283		476		18
Subtotal	$	36,691	$	49,571	$	9,158	$	32,364	$	911

Total Impaired Loans
Business & Commercial Mortgage	$	26,629	$	32,456	$	6,402	$	23,279	$	697
Construction & Land Development		14,699		27,278		1,765		14,534		214
Residential Mortgage		6,419		7,020		708		6,778		106
Personal		1,075		1,079		283		1,496		18
Total Impaired Loans	$	48,822	$	67,833	$	9,158	$	46,087	$	1,035

Included in the above impaired loan totals were $18.5 million and $17.3 million of loan modifications meeting the definition of a troubled debt restructuringthat were accruing interest and performing in accordance with their agreements at March 31, 2011 and December 31, 2010, respectively.

Interest payments received on impaired loans are recorded as interest income unless collection of the remaining recorded investment is doubtful, at which time payments received are recorded as reductions to principal.

Note 3 - Securities

Securities classified as available for sale consist of bonds and notes that might be sold prior to maturity. Securities classified as available for sale are reported at their fair values and the related net unrealized holding gain or loss is reported in other comprehensive income. Premiums and discounts on securities are recognized in interest income using the interest method over the period to maturity. Realized gains or losses are based upon the amortized cost of the specific securities sold.

Page 13

Balances of securities by category are shown below at March 31, 2011 and December 31, 2010. All securities are classified as available for sale.

At March 31, 2011	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
U.S. Treasury and agency securities	$	45,411	$	125	$	(321	)	$	45,215
Mortgage backed agency securities		71,212		816		(302	)		71,726
Obligations of states and political subdivisions		22,787		786		(33	)		23,540
Corporate, asset backed and other debt securities		126		-		-			126
Equity securities		26		2		-			28
Total	$	139,562	$	1,729	$	(656	)	$	140,635

At December 31, 2010
U.S. Treasury and agency securities	$	33,897	$	157	$	(367	)	$	33,687
Mortgage backed agency securities		65,714		821		(437	)		66,098
Obligations of states and political subdivisions		23,841		817		(53	)		24,605
Corporate, asset backed and other debt securities		126		-		-			126
Equity securities		26		2		-			28
Total	$	123,604	$	1,797	$	(857	)	$	124,544

The following tables show fair value and the gross unrealized losses of the Company's investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2011 and December 31, 2010.

At March 31, 2011	Less than 12 Months					12 Months or Longer				Total
In thousands of dollars	Fair Value		Losses			Fair Value		Losses		Fair Value		Losses
U.S. Treasury and agency securities	$	27,192	$	(321	)	$	-	$	-	$	27,192	$	(321	)
Mortgage backed agency securities		35,537		(302	)		-		-		35,537		(302	)
Obligations of states and political subdivisions		1,619		(33	)		-		-		1,619		(33	)
Total	$	64,348	$	(656	)	$	-	$	-	$	64,348	$	(656	)

At December 31, 2010
U.S. Treasury and agency securities	$	22,677	$	(367	)	$	-	$	-	$	22,677	$	(367	)
Mortgage backed agency securities		35,933		(437	)		-		-		35,933		(437	)
Obligations of states and political subdivisions		2,214		(53	)		-		-		2,214		(53	)
Total	$	60,824	$	(857	)	$	-	$	-	$	60,824	$	(857	)

Unrealized losses within the investment portfolio are determined to be temporary. The Company has performed an evaluation of its investments for other than temporary impairment, and no losses were recognized during 2011 or 2010.

Page 14

The unrealized losses on the Company’s investments in direct obligations of U.S. government agencies were caused by interest rate changes. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Because the Company does not intend to sell the investments and it is not more likely than not the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at March 31, 2011.

The unrealized losses on the Company’s investment in residential mortgage-backed securities were caused by interest rate changes. The Company expects to recover the amortized cost basis over the term of the securities. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at March 31, 2011.

The entire investment portfolio is classified as available for sale. However, management has no specific intent to sell any securities, and management believes that it is more likely than not that the Company will not have to sell any security before recovery of its cost basis. The Company had no sales activity for securities for the three month periods ended March 31, 2011 and 2010.

The fair value of securities available for sale by contractual maturity as of March 31, 2011 is shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Asset-backed securities are included in the “Due in one year or less” category.

In thousands of dollars	Amortized Cost		Fair Value
Due in one year or less	$	19,539	$	19,659
Due after one year through five years		115,381		116,130
Due after five years through ten years		4,046		4,210
Due after ten years		570		608
Equity securities		26		28
Total securities	$	139,562	$	140,635

Securities carried at $4.69 million as of March 31, 2011 were pledged to secure deposits of public funds, funds borrowed, repurchase agreements, and for other purposes as required by law.

Note 4 – Loans

The following table shows the balances of the various categories of loans of the Company, and the percentage composition of the portfolio by type at March 31, 2011 and December 31, 2010.

Page 15

	March 31, 2011					December 31, 2010
In thousands of dollars	Balance		% of total			Balance		% of total
Personal	$	107,251		18.6	%	$	107,399		18.1	%
Business, including commercial mortgages		344,071		59.4	%		354,340		59.9	%
Tax exempt		2,135		0.4	%		2,169		0.4	%
Residential mortgage		84,738		14.7	%		86,006		14.5	%
Construction and development		39,440		6.8	%		41,554		7.0	%
Deferred loan fees and costs		476		0.1	%		517		0.1	%
Total portfolio loans	$	578,111		100.0	%	$	591,985		100.0	%

Note 5 - Stock Based Compensation

The Company has stock based compensation plans, as described below. The Company recorded $19,200 and $37,500 in compensation expense related to stock based compensation plans for the three-month periods ended March 31, 2011 and 2010, respectively. The Company has a policy of issuing new shares to satisfy share option exercises, and does not expect to issue any shares during 2011 based on estimates of stock option and stock incentive plan exercises for that period.

Stock Incentive Plan

The Company’s Stock Incentive Plan of 2010 (the "Incentive Plan") permits the grant and award of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards and other stock-based and stock-related awards (collectively referred to as "incentive awards") to directors, consultative board members, officers and other key employees of the Company and its subsidiaries. There were no grants exercisable at March 31, 2011 under the Incentive Plan.

The following table shows activity for the three months ended March 31, 2011 for the Company’s Incentive Plan:

		SOSAR (1)				RSU (2)				Restricted Stock
		Awards		Weighted Avg.		Awards		Grant Date		Awards			Grant Date
		Outstanding		Exercise Price		Outstanding		Fair Value		Outstanding			Fair Value
Balance at January 1			-	$	-		-	$	-		-		$	-
Awards granted			87,250		3.35		28,000		3.35		25,500			3.35
Awards forfeited			-				-				(500	)		3.35
Balance at March 31			87,250	$	3.35		28,000	$	3.35		25,000		$	3.35
(1)	Stock Only Stock Appreciation Rights
(2)	Restricted Stock Units

As of March 31, 2011, unrecognized compensation expense related to the Incentive Plan totaled $268,200. Costs for SOSARs are recognized over approximately three years. The compensation costs for RSUs are based on an expected level of achievement of performance targets as determined at the time of each grant, and are expected to be recognized over three years. Compensation costs for restricted stock grants will be recognized over two years.

Page 16

The fair value of restricted stock grants is considered to be the market price of Company stock at the date of the award grant. The fair value of RSU grants is considered to be the market price of Company stock at the grant date, adjusted for an estimated probability of achieving performance targets. The Company has established three performance targets for 2011 grants. Those targets are based on the Company’s pre-tax, pre-provision return on average assets, return on average assets, and nonperforming assets as a percent of total assets. Each target is weighted equally, and target levels are based on United’s 2011 financial plan.

The fair value of each SOSAR grant is estimated on the grant date using the Black-Scholes option pricing model. Fair value of the March, 2011grant is based on the weighted-average assumptions shown in the table below.

	2011
Dividend yield		0.0	%
Expected life in years		5
Expected volatility		35	%
Risk-free interest rate		2.16	%
Fair value	$	1.136

The expected life of awards granted represents the period of time that awards are expected to be outstanding. Expected volatility is based on historical volatility of the Company’s stock and other factors. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

At March 31, 2011, the aggregate intrinsic value of SOSAR grants was $34,900. The weighted–average period over which nonvested SOSAR awards are expected to be recognized is 1.93 years.

Stock Options

Through December 31, 2009, the Company granted stock options under its 2005 Stock Option Plan (the "2005 Plan"), which is a non-qualified stock option plan as defined under Internal Revenue Service regulations. The shares of stock that are subject to options are the authorized and unissued shares of common stock of the Company. Under the 2005 Plan, directors and management of the Company and subsidiaries were given the right to purchase stock of the Company at the then-current market price at the time the option was granted. The options have a three-year vesting period, and with certain exceptions, expire at the end of ten years, three years after retirement or ninety days after other separation from the Company. The 2005 Plan expired effective January 1, 2010, and no additional options may be granted under the plan. No stock options were forfeited or exercised during the three-month period ended March 31, 2011. The table below provides information regarding stock options outstanding at March 31, 2011.

	Options Outstanding							Options Exercisable
	Number		Weighted Average			Weighted Avg.		Number		Weighted Avg
Range of Exercise Prices	Outstanding		Remaining Contractual Life			Exercise Price		Outstanding		Exercise Price
$6.00 to $32.14		407,730		5.01	Years	$	21.02		327,444	$	23.68

Page 17

As of the end of the first quarter of 2011, unrecognized compensation expense related to the stock options totaled $46,455 and is expected to be recognized over eighteen months.

At March 31, 2011, the total options outstanding had no intrinsic value. Intrinsic value was determined by calculating the difference between the Company's closing stock price on March 31, 2011 and the exercise price of each option, multiplied by the number of in-the-money options held by each holder, assuming all option holders had exercised their stock options on March 31, 2011.

Note 6 - Loan Servicing

Loans serviced for others are not included in the accompanying consolidated financial statements. The unpaid principal balance of loans serviced for others was $686.7 million and $655.1 million at March 31, 2011 and December 31, 2010, respectively. The balance of loans serviced for others related to servicing rights that have been capitalized was $683.3 million at March 31, 2011 and $651.6 million at December 31, 2010, respectively.

Unamortized cost of loan servicing rights included in accrued interest receivable and other assets on the consolidated balance sheet, for the three month periods ended March 31, 2011 and 2010 are shown below.

	Three Months Ended March 31,
In thousands of dollars	2011			2010
Balance at beginning of period	$	4,763		$	3,775
Amount capitalized		437			287
Amount amortized		(196	)		(109	)
Balance at March 31	$	5,004		$	3,953

Activity in the valuation allowance was as follows:

	Three Months Ended March 31,
In thousands of dollars	2011		2010
Balance at beginning of period	$	-	$	1
Additions		-		-
Reductions		-		(1	)
Balance at March 31	$	-	$	-

The fair value of servicing rights was as follows:

In thousands of dollars	3/31/11		12/31/10
Fair value, January 1	$	5,806	$	4,535
Fair value, end of period	$	6,308	$	5,806

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Note 7 - Common Stock and Earnings Per Share

Basic earnings per common share is determined by dividing net income available to common shareholders by the weighted average number of common shares outstanding plus contingently issuable shares during the period. Diluted earnings per share further assumes the dilutive effect of additional common shares issuable under stock incentive plans and warrants.

A reconciliation of basic and diluted earnings per share follows:

	Three Months Endedc March 31,
In thousands, except per-share data	2011			2010
Net income (loss)	$	359		$	(809	)
Less:
Accretion of discount on preferred stock		(26	)		(24	)
Dividends on preferred stock		(258	)		(258	)
Income (loss) available to common shareholders	$	75		$	(1,091	)

Basic income (loss):
Weighted avg. common shares outstanding		12,667		5,068
Weighted avg. contingently issuable shares		70		67
Total weighted avg. shares outstanding		12,736		5,135
Basic income (loss) per share	$	0.01	$	(0.21	)

Diluted income (loss):
Weighted avg. common shares outstanding from basic earnings per share		12,736		5,135
Dilutive effect of stock incentive plans		-		-
Dilutive effect of warrants		-		-
Total weighted avg. shares outstanding		12,736		5,135
Diluted income (loss) per share	$	0.01	$	(0.21	)

A total of 407,730 and 424,803 shares, respectively, for the three month periods ended March 31, 2011 and 2010, subject to stock options granted, and 311,492 shares subject to warrants, are not included in the above calculations as they were non-dilutive as of March 31, 2011 and 2010.

Note 8 – Other Comprehensive Income

Other comprehensive income components and related taxes for the three month periods ended March 31, 2011 and 2010 were as follows:

	Three Months Ended March 31,
In thousands of dollars	2011			2010
Net unrealized gain on securities available for sale	$	133		$	(14	)
Tax expense		(45	)		5
Other comprehensive income (loss)	$	88		$	(9	)

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The components of accumulated other comprehensive income included in shareholders’ equity at March 31, 2011 and December 31, 2010 were as follows:

In thousands of dollars	3/31/11			12/31/10
Net unrealized gains on securities available for sale	$	1,073		$	940
Tax expense		(364	)		(319	)
Accumulated other comprehensive income	$	709		$	621

Note 9 - Disclosures About Fair Value of Assets and Liabilities

Fair Value Measurements. The Fair Value Measurements Topic of the FASB Accounting Standards Codification (“FASB ASC”) defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. FASB ASC Topic 820-10-20 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Topic 820-10-55 establishes a fair value hierarchy that emphasizes use of observable inputs and minimizes use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1	Quoted prices in active markets for identical assets or liabilities
Level 2	Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

Following is a description of the inputs and valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of those instruments under the valuation hierarchy.

Available-for-sale Securities

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Level 2 securities include U.S. Government agency securities, mortgage backed securities, obligations of states and municipalities, and certain corporate securities. Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for specific investment securities, but rather, relying on the investment securities’ relationship to other benchmark quoted investment securities. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. The Company has no Level 3 securities.

Page 20

The following table presents the fair value measurements of assets recognized in the accompanying condensed consolidated balance sheets measured at fair value on a recurring basis and the level within the FASB ASC fair value hierarchy in which the fair value measurements were classified at March 31, 2011 and December 31, 2010:

In thousands of dollars			Fair Value Measurements Using
March 31, 2011	Fair Value		Level 1		Level 2		Level 3
Available for sale securities:
U.S. Treasury and agency securities	$	45,215	$	-	$	45,215	$	-
Mortgage backed agency securities		71,726		-		71,726		-
Obligations of states and political subdivisions		23,540		-		23,540		-
Corporate, asset backed and other debt securities		126		-		126		-
Equity securities		28		28		-		-
Total available for sale securities	$	140,635	$	28	$	140,607	$	-
December 31, 2010			Fair Value Measurements Using
Available for sale securities:	Fair Value		Level 1		Level 2		Level 3
U.S. Treasury and agency securities	$	33,687	$	-	$	33,687	$	-
Mortgage backed agency securities		66,098		-		66,098		-
Obligations of states and political subdivisions		24,605		-		24,605		-
Corporate, asset backed and other debt securities		126		-		126		-
Equity securities		28		28		-		-
Total available for sale securities	$	124,544	$	28	$	124,516	$	-

Following is a description of the valuation methodologies used for instruments measured at fair value on a non-recurring basis and recognized in the accompanying balance sheets, as well as the general classification of those instruments under the valuation hierarchy.

Impaired Loans (Collateral Dependent)

Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment. Allowable methods for determining the amount of impairment include estimating fair value using the fair value of the collateral for collateral-dependent loans. If the impaired loan is identified as collateral dependent, the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. Impaired loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.

The following table presents the fair value measurements of assets recognized in the accompanying condensed consolidated balance sheets measured at fair value on a non-recurring basis and the level within the FASB ASC fair value hierarchy in which the fair value measurements fall at March 31, 2011 and December 31, 2010:

			Fair Value Measurements Using
In thousands of dollars	Fair Value		Level 1		Level 2		Level 3
Impaired Loans (Collateral Dependent)
March 31, 2011	$	20,540	$	-	$	-	$	20,540
December 31, 2010		33,961		-		-		33,961

Page 21

The carrying amounts and estimated fair value of principal financial assets and liabilities at March 31, 2011 and December 31, 2010 were as follows:

	March 31, 2011						December 31, 2010
In thousands of dollars	Carrying Value			Fair Value			Carrying Value			Fair Value
Financial Assets
Cash and cash equivalents	$	137,985		$	137,985		$	106,222		$	106,222
Securities available for sale		140,635			140,635			124,544			124,544
FHLB Stock		2,788			2,788			2,788			2,788
Loans held for sale		519			519			10,289			10,289
Net portfolio loans		552,917			557,031			566,822			571,830
Accrued interest receivable		2,948			2,948			2,777			2,777
Financial Liabilities
Total deposits	$	(760,233	)	$	(764,688	)	$	(733,998	)	$	(738,117	)
Short term borrowings		-			-			(1,234	)		(1,234	)
FHLB advances		(29,321	)		(30,508	)		(30,321	)		(31,700	)
Accrued interest payable		(551	)		(551	)		(612	)		(612	)

Estimated fair values require subjective judgments and are approximate. The above estimates of fair value are not necessarily representative of amounts that could be realized in actual market transactions, or of the underlying value of the Company. Changes in the following methodologies and assumptions could significantly affect the estimated fair value:

Cash and cash equivalents, FHLB stock, loans held for sale, accrued interest receivable and accrued interest payable – The carrying amounts are reasonable estimates of the fair values of these instruments at the respective balance sheet dates.

Net portfolio loans – The carrying amount is a reasonable estimate of fair value for personal loans for which rates adjust quarterly or more frequently, and for business and tax-exempt loans that are prime related and for which rates adjust immediately or quarterly. The fair value of all other loans is estimated by discounting future cash flows using current rates for loans with similar characteristics and maturities. The allowance for loan losses is considered to be a reasonable estimate of discount for credit quality concerns.

Total deposits – With the exception of certificates of deposit, the carrying value is deemed to be the fair value due to the demand nature of the deposits. The fair value of fixed maturity certificates of deposit is estimated by discounting future cash flows using the current rates paid on certificates of deposit with similar maturities.

Short Term Borrowings – The carrying amounts are reasonable estimates of the fair values of these instruments at the respective balance sheet dates.

FHLB Advances – The fair value is estimated by discounting future cash flows using current rates on advances with similar maturities.

Page 22

Off-balance-sheet financial instruments – Commitments to extend credit, standby letters of credit and undisbursed loans are deemed to have no material fair value as such commitments are generally fulfilled at current market rates.

Note 10 – Accounting Developments

ASU No. 2010-20, Receivables (Topic 310):  Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. In July 2010, the Financial Accounting Standards board (“FASB”) issued ASU No. 2010-20, Receivables (Topic 310):  Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. ASU 2010-20 requires that more information be disclosed about the credit quality of a company’s loans and the allowance for loan losses held against those loans. A company is required to disaggregate new and existing disclosure based on how it develops its allowance for loan losses and how it manages credit exposures. Existing disclosures to be presented on a disaggregated basis include a roll-forward of the allowance for loan losses, the related recorded investment in such loans, the nonaccrual status of loans, and impaired loans. Additional disclosure is also required about the credit quality indicators of loans by class at the end of the reporting period, the aging of past due loans, information about troubled debt restructurings, and significant purchases and sales of loans during the reporting period by class. For public companies, ASU 2010-20 requires certain disclosures as of the end of a reporting period effective for periods ending on or after December 15, 2010. Other required disclosures about activity that occurs during a reporting period are effective for periods beginning on or after December 15, 2010. The Company adopted the applicable required additional disclosures effective December 31, 2010, and adoption of these additional disclosures did not have a material effect on its financial position or results of operations.

ASU No. 2011-02; A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring (“TDR”). In April, 2011, FASB issued ASU No. 2011-02, intended to provide additional guidance to assist creditors in determining whether a restructuring of a receivable meets the criteria to be considered a troubled debt restructuring. The amendments in this ASU are effective for the first interim or annual period beginning on or after June 15, 2011, and are to be applied retrospectively to the beginning of the annual period of adoption. As a result of applying these amendments, an entity may identify receivables that are newly considered impaired. Early adoption is permitted. The Company intends to adopt the methodologies prescribed by this ASU by the date required. Given the recency of this pronouncement, the Company is continuing to evaluate the impact of adoption of this ASU.

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion provides information about the consolidated financial condition and results of operations forUnited Bancorp, Inc. (the "Company" or “United”) and its subsidiary bank, United Bank & Trust (“UBT” or the “Bank”), for the three month periods ended March 31, 2011 and 2010.

Page 23

Background

United is a Michigan corporation headquartered in Ann Arbor, Michigan and is the holding company for UBT, a Michigan-chartered bank organized over 115 years ago. We are registered as a bank holding company under the Bank Holding Company Act of 1956. At March 31, 2011, we had total assets of approximately $885.5 million, deposits of approximately $760.2 million, and total shareholders' equity of approximately $92.8 million. Our common stock is quoted on the OTC Bulletin Board under the symbol "UBMI."

We have four primary lines of business: banking services, residential mortgage, wealth management and structured finance. Subject to our overall business strategy, each line of business is encouraged to be entrepreneurial in how it develops and implements its business. We believe that these four lines of business provide us with a diverse and strong core revenue stream that is unmatched by our community bank competitors and positions us well for future revenue growth and profitability. During the three month period ended March 31, 2011, our non-interest income equaled 34.7% of our operating revenues and for each of the last five years ended December 31, 2010 approximated 32.3% of our operating revenues. This diverse revenue stream has enabled us to recognize a pre-tax, pre-provision return on average assets of 1.43% for the three month period ended March 31, 2011. For additional information about our pre-tax, pre-provision income, please see "Earnings Summary and Key Ratios” under “Results of Operations” on Page 33.

Our Bank offers a full range of services to individuals, corporations, fiduciaries and other institutions. Banking services include checking accounts, NOW accounts, savings accounts, time deposit accounts, money market deposit accounts, safe deposit facilities and money transfers. Lending operations provide real estate loans, secured and unsecured business and personal loans, consumer installment loans, credit card and check-credit loans, home equity loans, accounts receivable and inventory financing, and construction financing.

Our mortgage company, United Mortgage Company, offers our customers a full array of conventional residential mortgage products, including purchase, refinance and construction loans. Due to our local decision making and fully-functional back office, we have consistently been the most active originator of mortgage loans in our market area.

Our Wealth Management Group is a key focus of our growth and diversification strategy and offers a variety of investment services to individuals, corporations and governmental entities. Our Wealth Management Group generated 32.2% of our noninterest income for the three months ended March 31, 2011.

Our structured finance group, United Structured Finance Company, offers simple, effective financing solutions to small businesses and commercial property owners, primarily by utilizing various government guaranteed loan programs and other off-balance sheet finance solutions through secondary market sources.

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Other Developments

Memorandum of Understanding

On January 15, 2010, UBT entered into a Memorandum of Understanding with the Federal Deposit Insurance Corporation (“FDIC”) and the Michigan Office of Financial and Insurance Regulation (“OFIR”). On January 11, 2011, we entered into a revised Memorandum of Understanding (“MOU”) with substantially the same requirements as the Memorandum of Understanding dated January 15, 2010. The MOU is not a “written agreement” for purposes of Section 8 of the Federal Deposit Insurance Act. The MOU documents an understanding among UBT, the FDIC and OFIR, that, among other things, (i) UBT will not declare or pay any dividend to the Company without the prior consent of the FDIC and OFIR; and (ii) UBT will have and maintain its Tier 1 leverage capital ratio at a minimum of 9% for the duration of the MOU, and will maintain its ratio of total capital to risk-weighted assets at a minimum of 12% for the duration of the MOU.

For additional information about the capital ratios of UBT, see the information under the heading "Capital Management" below, which information is incorporated here by reference.

Board Leadership

On October 21, 2010, our Board of Directors appointed James C. Lawson as Vice Chairman of the Board of the Company. Mr. Lawson has been identified by our Board of Directors as the intended successor to David S. Hickman as Chairman of the Board of Directors of the Company. Mr. Lawson's appointment is a component of the Board's succession plan to fill the position that will be vacated by Mr. Hickman upon his retirement. To facilitate an orderly transition, Mr. Lawson will work closely with Mr. Hickman, with the intent that he will succeed Mr. Hickman as Chairman of the Board following the 2011 annual meeting of shareholders.

Capital Management

In December, 2010, the Company closed its public offering of common stock. The net proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses, were approximately $17.1 million. The Company has contributed $11.5 million of the net proceeds of the offering to the capital of the Bank to increase the Bank's capital and regulatory capital ratios. As a result of the additional capital, the Bank was in compliance with the capital requirements of its MOU with the FDIC and OFIR at December 31, 2010 and March 31, 2011. At March 31, 2011, the Bank’s Tier 1 leverage capital ratio was 9.17%, and its ratio of total capital to risk-weighted assets was 15.27%.

Executive Summary

The Company produced consolidated net income of $359,000 in the first quarter of 2011, compared to a net loss for the first three months of 2010 of $809,000. Net income per share for the first quarter of 2011 was $0.01, compared to a loss of $.21 per share for the first quarter of 2010. Return on average shareholders’ equity for the first quarter of 2011 improved to 1.57% from -2.12% for the fourth quarter of 2010 and -4.05% for the first quarter of 2010.

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Net revenue consists of net interest income plus noninterest income. The Company’s net revenue was up 3.6% in the first quarter of 2011 as compared to the same quarter of 2010. Most categories of noninterest income increased in the first quarter of 2011 compared to the same period of 2010, and total noninterest income for the quarter ended March 31, 2011 improved by 21.7% compared to the same quarter of 2010. During the three month period ended March 31, 2011, United’s noninterest income equaled 34.7% of operating revenues.

The Company’s expenses for the three month period ended March 31, 2011 also increased from the same period in 2010, with the largest increases in compensation expense and attorney and professional fees, while several other categories of expense declined. Noninterest expenses were up 7.3% in the first quarter of 2011 compared to the quarter ended March 31, 2010.

The Company’s provision for loan losses of $2.8 million for the first quarter of 2011 was at its lowest level in nine quarters. The Company’s provision for loan losses for the first quarter of 2011 continued its trend of covering net charge-offs.

Total consolidated assets of the Company were $885.5 million at March 31, 2011, up 2.8% from $861.7 million at December 31, 2010, and down 1.7% from $900.8 million at March 31, 2010. Gross portfolio loans of $578.1 million have declined in the first three months of 2011 and over the most recent twelve months as a result of slowing loan demand, charge-offs and the Company’s effective use of loan sales and servicing to mitigate credit and interest rate risk. The Company generally sells its fixed rate long-term residential mortgages on the secondary market, and retains adjustable rate mortgages in its loan portfolio. While the Company’s gross portfolio loans have declined by $55.9 million, or 8.8%, since March 31, 2010, the balance of loans serviced for others has increased by $138.2 million, or 25.4%, during the same time period.

The Company continued to hold elevated levels of investments, federal funds sold and cash equivalents in order to protect the balance sheet during this prolonged period of economic uncertainty. United’s balances in federal funds sold and other short-term investments were $126.2 million at March 31, 2011, compared to $95.6 million at December 31, 2010 and $115.0 million at March 31, 2010. Securities avaiable for sale of $140.6 million at March 31, 2011 were up 12.9% from December 31, 2010 and were up 45.8% from March 31, 2010 levels.

Total deposits of $760.2 million at March 31, 2011 were up $26.2 million, or 3.6%, from $734.0 million at December 31, 2010, with substantially all of the increase in non-interest bearing deposit balances, which accounted for 17.7% of total deposits at March 31, 2011. The majority of the Bank’s deposits are derived from core client sources, relating to long-term relationships with local individual, business and public clients. Public clients include local government and municipal bodies, hospitals, universities and other educational institutions. As a result of its strong core funding, the Company’s cost of interest-bearing deposits was 0.92% for the first quarter of 2011, down from 1.29% for the first quarter of 2010.

The Company’s ongoing proactive efforts to resolve nonperforming loans have contributed to the Company’s improving credit quality trends of the past few quarters. Within the Company’s loan portfolio, $27.8 million of loans were considered nonperforming at March 31, 2011, compared to $29.2 million at December 31, 2010 and $31.6 million as of March 31, 2010. Total nonperforming loans as a percent of total portfolio loans declined from 4.99% at the end of March, 2010 to 4.80% at March 31, 2011. For purposes of this presentation, nonperforming loans

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consist of nonaccrual loans and accruing loans that are past due 90 days or more, and exclude accruing restructured loans. Balances of accruing restructured loans at March 31, 2011 and 2010 were $18.5 million and $17.5 million, respectively.

The Company’s ratio of allowance for loan losses to total loans at March 31, 2011 was 4.36%, and covered 90.7% of nonperforming loans, compared to 3.37% and 67.5%, respectively, at March 31, 2010. The Company’s allowance for loan losses increased by $3.8 million, or 18.0%, from March 31, 2010 to March 31, 2011. Net charge-offs of $2.8 million for the first three months of 2011 were 15.0% below the $3.5 million charged off in the first quarter of 2010.

Financial Condition

Securities

Balances in the securities portfolio increased in recent periods, generally reflecting deposit growth in excess of loan growth. The makeup of the Company’s investment portfolio evolves with the changing price and risk structure, and liquidity needs of the Company. The table below reflects the carrying value of various categories of investment securities of the Company, along with the percentage composition of the portfolio by type as of March 31, 2011 and December 31, 2010.

	March 31, 2011					December 31, 2010
In thousands of dollars	Balance		% of total			Balance		% of total
U.S. Treasury and agency securities	$	45,215		32.2	%	$	33,687		27.0	%
Mortgage backed agency securities		71,726		51.0	%		66,098		53.1	%
Obligations of states and political subdivisions		23,540		16.7	%		24,605		19.8	%
Corporate, asset backed, and other debt securities		126		0.1	%		126		0.1	%
Equity securities		28		0.0	%		28		0.0	%
Total Investment Securities	$	140,635		100.0	%	$	124,544		100.0	%

Investments in U.S. Treasury and agency securities are considered to possess low credit risk. Obligations of U.S. government agency mortgage-backed securities possess a somewhat higher interest rate risk due to certain prepayment risks. The municipal portfolio contains a small level of geographic risk, as approximately 2.5% of the investment portfolio is issued by political subdivisions located within Lenawee County, Michigan and 3.7% in Washtenaw County, Michigan. The Company's portfolio contains no mortgage-backed securities or structured notes that the Company believes to be “high risk.” The Bank’s investment in local municipal issues also reflects our commitment to the development of the local area through support of its local political subdivisions.

Management believes that the unrealized gains and losses within the investment portfolio are temporary, since they are a result of market changes, rather than a reflection of credit quality. Management has no specific intent to sell any securities, although the entire investment portfolio is classified as available for sale. The following chart summarizes net unrealized gains (losses) in each category of the portfolio at March 31, 2011 and December 31, 2010.

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Unrealized gains (losses)in thousands of dollars	3/31/11			12/31/10			Change
U.S. Treasury and agency securities	$	(196	)	$	(210	)	$	14
Mortgage backed agency securities		514			384			130
Obligations of states and political subdivisions		753			764			(11	)
Equity securities		2			2			-
Total investment securities	$	1,073		$	940		$	133

FHLB Stock

The Bank is a member of the Federal Home Loan Bank of Indianapolis (“FHLBI”) and holds a $2.8 million investment in stock of the FHLBI. The investment is carried at par value, as there is not an active market for FHLBI stock. If total Federal Home Loan Bank gross unrealized losses were deemed “other than temporary” for accounting purposes, this would significantly impair the Federal Home Loan Bank capital levels and the resulting value of FHLBI stock. The FHLBI reported a profit of $111 million for 2010, and continues to pay dividends on its stock.1 The Company regularly reviews the credit quality of FHLBI stock for impairment, and determined that no impairment of FHLBI stock was necessary as of March 31, 2011.

Loans

The following table shows the dollar and percent change in each category of loans for the periods reported. All loans are domestic and contain no significant concentrations by industry or client.

	Year to Date						Twelve-Month
In thousands of dollars	Change			Percent			Change			Percent
Personal	$	(148	)		-0.1	%	$	(3,161	)		-2.9	%
Business, including commercial mortgages		(10,269	)		-2.9	%		(35,793	)		-9.4	%
Tax exempt		(34	)		-1.6	%		(841	)		-28.3	%
Residential mortgage		(1,268	)		-1.5	%		(2,291	)		-2.6	%
Construction and development		(2,114	)		-5.1	%		(13,607	)		-25.7	%
Deferred loan fees and costs		(41	)		-7.9	%		(210	)		-30.6	%
Total portfolio loans	$	(13,874	)		-2.3	%	$	(55,903	)		-8.8	%

Loan balances have declined by $13.9 million, or 2.3%, in the first quarter of 2011, and $55.9 million, or 8.8%, over the twelve months ended March 31, 2011. Personal loans on the Company’s balance sheet included home equity lines of credit, direct and indirect loans for automobiles, boats and recreational vehicles, and other items for personal use. Personal loan balances have declined by 0.1% in the first quarter of 2011 and 2.9% in the past twelve months. Business loan balances were down 2.9% during the three months ended March 31, 2011, and declined by 9.4% over the twelve months ended March 31, 2011. The decline in business loans reflects a reduction in demand, primarily relating to the current economic conditions, as well as write-downs, charge-offs and payoffs.

The Bank generally sells its production of fixed-rate residential mortgages on the secondary market, and retains high credit quality residential mortgage loans that are not otherwise eligible

 

1 Federal Home Loan Bank of Indianapolis, Form 10-K for the year ended December 31, 2010.

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to be sold on the secondary market and shorter-term adjustable rate residential mortgages in its portfolio. As a result, the mix of residential mortgage production for any given year will have an impact on the amount of residential mortgages held in the portfolio of the Bank. The Bank continues to experience significant volume in residential real estate mortgage financing, and this included the refinancing of some portfolio loans and sale of those loans on the secondary market. Portfolio balances of residential mortgages decreased by 1.5% in the first quarter of 2011 and 2.6% in the twelve months ended March 31, 2011.

The Bank’s loan portfolio includes $8.0 million of purchased participations in loans originated by other institutions. These participations represent 1.4% of total loans. Of those participation loans, 81.3% of the outstanding balances are the result of participations purchased from other Michigan community banks.

Outstanding balances of loans for construction and development declined by $2.1 million, or 5.1%, in the first quarter of 2011 and $13.6 million, or 25.7%, since March 31, 2010. The change in balances reflects a decrease in the amount of individual construction loan volume, the shift of some construction loans to permanent financing, and the payoff or charge-off of a number of construction and development loans. Residential construction loans generally convert to residential mortgages to be retained in the Bank's portfolios or to be sold in the secondary market, while commercial construction loans generally will be converted to commercial mortgages.

Credit Quality

The Company actively monitors delinquencies, nonperforming assets and potential problem loans. The accrual of interest income is discontinued when a loan becomes ninety days past due unless the loan is both well secured and in the process of collection, or the borrower's capacity to repay the loan and the collateral value appears sufficient. The chart below shows the amount of nonperforming assets by category for the past five quarters.

In thousands of dollars	3/31/11			12/31/10			9/30/10			6/30/10			3/31/10
Nonaccrual loans	$	25,451		$	28,661		$	27,680		$	30,319		$	29,712
Accruing loans past due 90 days or more		2,326			583			1,926			1,557			1,930
Total nonperforming loans		27,777			29,244			29,606			31,876			31,642
Nonperforming loans % of total portfolio loans		4.80	%		4.94	%		4.90	%		5.12	%		4.99	%
Allowance coverage of nonperforming loans		90.7	%		86.0	%		79.3	%		73.3	%		67.5	%
Other assets owned		4,641			4,304			3,686			3,080			3,353
Total nonperforming assets	$	32,418		$	33,548		$	33,292		$	34,956		$	34,995
Nonperforming loans % of total assets		3.66	%		3.89	%		3.90	%		4.12	%		3.88	%
Loans delinquent 30-89 days	$	5,939		$	7,838		$	10,019		$	11,048		$	11,369

Accruing restructured loans
Business, including commercial mortgages	$	10,551	$	10,382	$	11,275	$	11,425	$	11,546
Construction and development		4,401		4,045		4,058		4,058		4,086
Residential mortgage		3,504		2,844		1,911		1,916		1,885
Total accruing restructured loans	$	18,456	$	17,271	$	17,244	$	17,399	$	17,517

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Total nonaccrual loans have decreased by $3.2 million, or 11.2%, since the end of 2010, while accruing loans past due 90 days or more have increased by $1.7 million for the same period. The decrease in nonaccrual loans principally reflects the payoff or charge-off of some nonperforming loans, net of the move of some loans to nonaccrual status. Loan workout and collection efforts continue with all delinquent clients, in an effort to bring them back to performing status.

Total nonperforming loans declined by $1.5 million, or 5.0%, since December 31, 2010 and $3.9 million, or 12.2% since March 31, 2010. Total nonperforming loans as a percent of total portfolio loans improved from 4.99% at March 31, 2010 and 4.94% at the end of 2010 to 4.80% at March 31, 2011, and the allowance coverage of nonperforming loans improved from 67.5% at March 31, 2010 and 86.0% at December 31, 2010 to 90.7% at March 31, 2011. The continued decline in nonperforming loans is a result of the Company’s ongoing proactive efforts to resolve nonperforming loans by bringing borrowers current.

Other assets owned includes other real estate owned and other repossessed assets, including automobiles, boats and other personal property. Holdings of other assets owned increased by $337,000 since the end of 2010 as the Bank has assumed ownership of an increased number of properties. At March 31, 2011, other real estate owned included thirty-nine properties that were acquired through foreclosure or in lieu of foreclosure. The properties included twenty-five commercial properties, eight of which were the result of out-of-state loan participations, and fourteen residential properties. One commercial property is leased, and all are for sale. Also included in these totals at March 31, 2011 are other assets owned of $12,000, consisting of one boat and one vehicle, both of which are also for sale.

The following table reflects the changes in other assets owned during 2011.

In thousands of dollars	ORE			Other Assets			Total
Balance at January 1	$	4,278		$	26		$	4,304
Additions		1,296			50			1,346
Sold		(895	)		(66	)		(961	)
Gains (losses) on sale and (write-downs)		(50	)		2			(48	)
Balance at March 31	$	4,629		$	12		$	4,641

Accruing restructured loans of $18.5 million at March 31, 2011 are comprised of two categories of loans on which interest is being accrued under their restructured terms, and the loans are current or less than ninety days past due. The first category consists of $15.0 million of commercial loans, primarily comprised of business loans that have been temporarily modified as interest-only loans, generally for a period of up to one year, without a sufficient corresponding increase in the interest rate. This category also includes $4.4 million of construction and development loans that have been renewed as interest only, generally for a period of up to one year, to assist the borrower. The average yield on modified commercial loans was 5.96%, compared to 5.63% earned on the entire commercial loan portfolio in the first quarter of 2011.

The second category included in accruing restructured loans consists of residential mortgage loans whose terms have been restructured at less than market terms and include rate modifications and forbearance. This category consist of fifteen loans for a total of $3.5 million at

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March 31, 2011, all of which are the result of residential mortgage loans modified as part of United’s mortgage modification program implemented in 2010.

Additional information regarding accruing restructured loans is included in Note 2, Allowance for Loan Losses, to the consolidated financial statements.

The Company’s allowance for loan losses increased by $31,000 during the first three months of 2011 and $3.8 million over the twelve months ended March 31, 2011. A significant portion of the increase occurred in the second quarter of 2010, primarily as a result of increases in certain loss factors assumed in the Company’s general valuation allowance analysis. The allowance as a percent of total loans has increased from 3.37% at March 31, 2010 and 4.25% at December 31, 2010 to 4.36% at March 31, 2011. Management believes that the Company's allowance for loan losses provides for currently estimated losses inherent in its portfolio.

A loan is classified as impaired when it is probable that the Bank will be unable to collect all amounts due (including both interest and principal) according to the contractual terms of the loan agreement. Within the Bank’s loan portfolio, $47.8 million of impaired loans have been identified as of March 31, 2011, down from $48.8 million as of December 31, 2010, and the specific allowance for impaired loans was $9.2 million at March 31, 2011, relatively unchanged from December 31, 2010. The ultimate amount of the impairment and the potential losses to the Company may be substantially higher or lower than estimated, depending on the realizable value of the collateral. The level of the provision made in connection with impaired loans reflects the amount management believes to be necessary to maintain the allowance for loan losses at an adequate level, based upon the Bank’s current analysis of losses inherent in its loan portfolios.

Business loans carry the largest balances per loan, and therefore, any single loss would be proportionally larger than losses in other portfolios. In addition to internal loan rating systems and active monitoring of loan trends, the Bank uses an independent loan review firm to assess the quality of its business loan portfolio.

Construction and development loans (“CLD loans”) include residential and non-residential construction and development loans. The residential construction and development loan portfolio consists mainly of loans for the construction, development, and improvement of residential lots, homes, and subdivisions. The non-residential construction and development loan portfolio consists mainly of loans for the construction and development of office buildings and other non-residential commercial properties. This type of lending is generally considered to have more complex credit risks than traditional single-family residential lending because the principal is concentrated in a limited number of loans with repayment dependent on the successful completion and sales of the related real estate project. Consequently, these loans are often more sensitive to adverse conditions in the real estate market or the general economy than other real estate loans. These loans are generally less predictable and more difficult to evaluate and monitor and collateral may be difficult to dispose of in a market decline.

The Bank’s portfolio of residential mortgages consists of loans to finance 1-4 family residences, second homes, vacation homes, and residential investment properties. In the second quarter of 2010, the Company began recognizing losses on specific residential mortgage loans in the process of foreclosure at an earlier point in the foreclosure process, in accordance with recently provided regulatory guidance. This resulted in an increase in the portion of the Company’s

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allowance for loan losses determined by measurement of the impairment in groups of loans with similar characteristics, and resulted in a corresponding increase in the Company’s provision for loan losses during 2010 of approximately $667,000.

The personal loan portfolio consists of direct and indirect installment, home equity and unsecured revolving line of credit loans. Installment loans consist primarily of home equity loans and loans for consumer durable goods, principally automobiles. Indirect personal loans consist of loans for automobiles, boats and manufactured housing, and make up a small percent of the personal loans.

Deposits

United internally funds its operations through a large, stable base of core deposits that provides cost-effective funding for its lending operations. The majority of deposits are derived from core client sources, relating to long term relationships with local individual, business and public clients. Public clients include local governments and municipal bodies, hospitals, universities and other educational institutions. At March 31, 2011, core deposits accounted for 98.0% of total deposits, as compared to 97.3% at December 31, 2010 and 95.2% at March 31, 2010. For this presentation, core deposits consist of total deposits less national certificates of deposit and brokered deposits. Core deposits include CDARS deposits as they represent deposits originated in the Bank’s market area.

The table below shows the change in the various categories of the deposit portfolio for the reported period.

In thousands of dollars	Change this Quarter				12-Month Change
Noninterest bearing	$	21,265	18.8	%	$	32,630		32.0	%
Interest bearing deposits		4,970	0.8	%		(54,333	)	-8.0	%
Total deposits	$	26,235	3.6	%	$	(21,703	)	-2.8	%

Deposit balances have grown by $26.2 million, or 3.6%, in the first quarter of 2011, but have declined by $21.7 million, or 2.8%, during the twelve months ended March 31, 2011. Of that, substantially all of the decline was in the second quarter of 2010. In the most recent quarter, demand deposit balances increased by $21.3 million, while all other categories of deposits grew by $5.0 million.

The Bank utilizes purchased or brokered deposits for interest rate risk management purposes, but does not support its growth through the use of those products. In addition, the Bank participates in the CDARS program, which allows it to provide competitive CD products while maintaining FDIC insurance for clients with larger balances. The Bank's deposit rates are consistently competitive with other banks in its market areas.

Noninterest bearing deposits made up 17.7% of total deposits at March 31, 201, compared to 15.4% at December 31, 2010. The table below shows the makeup of the Company’s deposits at March 31, 2011 and December 31, 2010.

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Percentage Makeup of Deposit Portfolio	3/31/11			12/31/10
Noninterest bearing		17.7	%		15.4	%
Interest bearing deposits		82.3	%		84.6	%
Total deposits		100.0	%		100.0	%

Cash Equivalents and Borrowed Funds

The Company maintains correspondent accounts with a number of other banks for various purposes. In addition, cash sufficient to meet the operating needs of its banking offices is maintained at its lowest practical levels. The Bank is also a participant in the federal funds market, either as a borrower or seller. Federal funds are generally borrowed or sold for one-day periods. The Bank maintains interest-bearing deposit accounts with the Federal Reserve Bank and the FHLBI, as alternatives to federal funds. The Bank also has the ability to utilize short term advances from the FHLBI and borrowings at the discount window of the Federal Reserve Bank as additional short-term funding sources, but has not used either of these borrowing sources during the reported periods.

At December 31, 2010, the Company’s balance sheet included short-term borrowings representing the secured borrowing portion of SBA 7a loans held for sale, as a result of adoption of ASU 2009-16 in 2010. Qualifying loans were carried as loans held for sale, while the sold portion of the loans was carried as secured borrowing for a 90-day period. In the first quarter of 2011, the Company modified its SBA 7a loan sales contract to eliminate a 90-day warranty period to the purchaser of the loans, eliminating the requirement to record a liability for the sold portion of the loans, and the Company’s balance sheet included no short term borrowings related to SBA loans at March 31, 2011.

The Company periodically finds it advantageous to utilize longer-term borrowings from the FHLBI. These longer-term borrowings serve to provide a balance to some of the interest rate risk inherent in the Company's balance sheet. Additional information regarding borrowed funds is found in the Liquidity section below.

Results of Operations

Earnings Summary and Key Ratios

The Company achieved consolidated net income of $359,000 in the first quarter of 2011, as a result of strong pre-tax, pre-provision income and reduced levels of provision to the Company’s allowance for loan losses. This compares to a consolidated net loss for the first three months of 2010 of $809,000.

Net interest margin declined from 3.69% for the quarter ended March 31, 2010 to 3.62% for the quarter ended March 31, 2011. For the first three months of 2011, net interest income of $7.4 million was down 4.0% compared to the same period of 2010. Noninterest income of $3.9 million for the most recent quarter improved by 21.7% compared to the first quarter of 2010, and noninterest income represented 34.7% of the Company’s net revenues for the first quarter of 2011, compared to 29.5% for the same period of 2010.

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Total noninterest expense for the first quarter of 2011 was substantially unchanged from the fourth quarter of 2010, but was up 7.3% over the first three months of 2010. Contributing to the increase were higher costs associated with salaries and employee benefits, and professional fees and expenses related to nonperforming loans. Salaries and employee benefit costs for the first three months of 2011 reflected in part, the reinstatement of the Company’s 401(k) match effective January 1, 2011, and commission costs relating to an increased volume of loans originated and sold on the secondary market during the quarter.

The Company’s provision for loan losses of $2.8 million in the first quarter of 2011 was down from $4.8 million for the first quarter of 2010 and $4.9 million for the fourth quarter of 2010. Return on average assets (“ROA”) for the first quarter of 2011 was 0.17%, compared to -0.36% for the first quarter of 2010. Return on average shareholders’ equity (“ROE”) for the most recent quarter was 1.57%, compared to -4.05% for the same quarter of 2010.

The following chart shows trends in these and other ratios, along with trends of the major components of earnings for the five most recent quarters.

		2011			2010
in thousands of dollars, where appropriate		1st Qtr			4th Qtr			3rd Qtr			2nd Qtr			1st Qtr
Net interest income		$	7,402		$	7,735		$	7,964		$	7,677		$	7,707
Provision for loan losses			2,800			4,930			3,150			8,650			4,800
Noninterest income			3,925			4,553			4,812			3,709			3,224
Noninterest expense			8,218			8,225			8,315			8,298			7,659
Federal income tax provision			(50	)		(440	)		284			(2,063	)		(719	)
Net income (loss)			359			(427	)		1,027			(3,499	)		(809	)
Earnings (loss) per common share		$	0.01		$	(0.11	)	$	0.14		$	(0.74	)	$	(0.21	)
Return on average assets (a)			0.17	%		-0.20	%		0.47	%		-1.60	%		-0.36	%
Return on average shareholders' equity (a)			1.57	%		-2.12	%		5.25	%		-17.56	%		-4.05	%
Net interest margin			3.62	%		3.81	%		3.97	%		3.76	%		3.69	%
Efficiency Ratio (On tax equivalent basis)			71.8	%		66.3	%		64.5	%		72.1	%		69.0	%
(a)	annualized

In an attempt to evaluate the trends of net interest income, noninterest income and noninterest expense, the Company calculates pre-tax, pre-provision income and return on average assets. This calculation adjusts net income before tax by the amount of the Company’s provision for loan losses. While this information is not consistent with, or intended to replace, presentation under generally accepted accounting principles, it is presented here for comparison.

The Company's pre-tax, pre-provision ROA declined slightly from 1.44% for the first quarter of 2010 to 1.43% for the quarter ended March 31, 2011. The following table shows the calculation and trend of pre-tax, pre-provision income and return on average assets for the three month periods ended March 31, 2011 and 2010.

Page 34

	Three Months Ended March 31,
In thousands of dollars	2011			2010			Change
Interest income	$	9,089		$	10,248			-11.3	%
Interest expense		1,687			2,541			-33.6	%
Net interest income		7,402			7,707			-4.0	%
Noninterest income		3,925			3,224			21.7	%
Noninterest expense		8,218			7,659			7.3	%
Pre-tax, pre-provision income		3,109			3,272			-5.0	%
Pre-tax, pre-provision ROA		1.43	%		1.44	%		-0.01	%
Reconcilement to GAAP income:
Provision for loan losses		2,800			4,800
Income tax benefit		(50	)		(719	)
Net income (loss)	$	359		$	(809	)

Net Interest Income

Declining interest rates over the past two years have reduced the Company’s yield on earning assets, but have also resulted in a reduction in its cost of funds. Interest income of $9.0 million decreased by 11.3% in the first quarter of 2010 compared to the same periods in 2010, while interest expense of $1.7 million decreased 33.6% for the same period. This resulted in a decline in net interest income of 4.0% for the first quarter of 2011 when compared to the comparable period of 2010.

The Company’s yield on earning assets and its cost of funds both declined in the first quarter of 2011 compared to the quarter ended March 31, 2010. Yields on loans are generally lower, and the Company’s average balances in loans decreased, while taxable investments increased compared to the comparable quarter of 2010. At the same time, the Bank has continued to reduce its average balances of FHLB advances and higher-cost deposits. Net interest margin of 3.62% for the first quarter of 2011 was down from 3.69% for the first quarter of 2010.

The following tables provide a summary of the various components of net interest income, as well as the results of changes in balance sheet makeup that have resulted in the changes in spread and net interest margin for the three month periods ended March 31, 2011 and 2010.

	Three Months Ended March 31,
	2011								2010
Dollars in thousands	Average Balance			Interest (b)		Yield/ Rate (c)			Average Balance			Interest (b)		Yield/ Rate (c)
Assets
Interest earning assets (a)
Federal funds & equivalents	$	118,251		$	74		0.25	%	$	116,811		$	73		0.25	%
Taxable investments		109,758			604		2.23	%		62,722			454		2.93	%
Tax exempt securities (b)		23,841			310		5.19	%		31,271			471		6.02	%
Taxable loans		587,822			8,174		5.64	%		651,945			9,365		5.83	%
Tax exempt loans (b)		2,152			44		8.13	%		2,990			62		8.34	%
Total int. earning assets (b)		841,824			9,206		4.43	%		865,739			10,425		4.88	%
Less allowance for loan losses		(25,290	)							(20,948	)
Other assets		63,161								64,406
Total Assets	$	879,695							$	909,197

Page 35

	Three Months Ended March 31,
	2011								2010
dollars in thousands	Average Balance		Interest (b)			Yield/ Rate (c)			Average Balance		Interest (b)			Yield/ Rate (c)
Liabilities and Shareholders' Equity
NOW and savings deposits	$	351,703		262			0.30	%	$	358,764		402			0.45	%
Other interest bearing deposits		269,955		1,148			1.72	%		329,454		1,791			2.20	%
Total int. bearing deposits		621,658		1,410			0.92	%		688,218		2,193			1.29	%
Short term borrowings		763		11			6.00	%		-		-			0.00	%
Other borrowings		30,199		266			3.57	%		36,981		347			3.81	%
Total int. bearing liabilities		652,620		1,687			1.05	%		725,199		2,540			1.42	%
Noninterest bearing deposits		131,066								99,076
Other liabilities		3,185								3,850
Shareholders' equity		92,824								81,072
Total Liabilities and
Shareholders' Equity	$	879,695							$	909,197
Net interest income (b)				7,519								7,885
Net spread (b)							3.38	%							3.46	%
Net yield on interest earning assets (b)							3.62	%							3.69	%
Tax equivalent adjustment on interest income				(117	)							(178	)
Net interest income per income statement			$	7,402							$	7,707
Ratio of interest earning assets to interest bearing liabilities							1.29								1.19

 

(a)	Non-accrual loans and overdrafts are included in the average balances of loans
(b)	Fully tax-equivalent basis, net of nondeductible interest impact; 34% tax rate
(c)	Annualized

The Company’s tax-equivalent yield on interest-earning assets decreased from 4.88% for the first quarter of 2010 to 4.43% for the quarter ended March 31, 2011. At the same time, the Company’s cost of funds decreased from 1.42% to 1.05% in the same periods, resulting in a reduction in net spread from 3.46% for the first quarter of 2010 to 3.38% for the three months ended March 31, 2011.

Provision for Loan Losses

The Company’s provision for loan losses for the first quarter of 2011 was $2.8 million, down 41.7% from $4.8 million for the first quarter of 2010. For both of these periods, the Company’s provision for loan losses exceed its net charge offs during the period. The provision provides for probable incurred losses inherent in the current portfolio.

While the local real estate markets and the economy in general have experienced some signs of stabilization, the loan portfolio of the Bank is affected by loans to a number of residential real estate developers that continue to struggle to meet their financial obligations. Loans in the Bank's residential land development and construction portfolios are secured by unimproved and improved land, residential lots, and single-family homes and condominium units. In addition, loans secured by commercial real estate are continuing to experience stresses resulting from the current economic conditions.

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Generally, lot sales by the developers/borrowers continue to take place at a greatly reduced pace and at reduced prices. As home sales volumes have declined, income of residential developers, contractors and other real estate-dependent borrowers has also been reduced. The Bank has continued to closely monitor the impact of economic circumstances on its lending clients, and is working with these clients to minimize losses. Additional information regarding the provision for loan losses is included in the “Credit Quality” discussion above.

Noninterest Income

Total noninterest income improved by 21.7% for the first quarter of 2011 compared to the same period of 2010. The following table summarizes changes in noninterest income by category for the three month periods ended March 31, 2011 and 2010.

	Three Months Ended March 31,
In thousands of dollars	2011		2010		Change
Service charges on deposit accounts	$	503	$	539		-6.7	%
Wealth Management fee income		1,263		1,043		21.1	%
Income from loan sales and servicing		1,311		892		47.0	%
ATM, debit and credit card fee income		513		445		15.3	%
Income from bank-owned life insurance		105		113		-7.1	%
Other income		230		192		19.8	%
Total noninterest income	$	3,925	$	3,224		21.7	%

Service charges on deposit accounts were down 6.7% in the first quarter of 2011compared to the same period a year earlier. Substantially all of the decline was due to a reduction in non-sufficient funds and overdraft fees collected.

The Wealth Management Group of UBT provides a relatively large component of the Company's noninterest income. Wealth Management Group income includes trust and investment management fee income and income from the sale of non-deposit investment products within the Bank’s offices. Wealth Management Group income was improved by 21.1% in the first quarter of 2010 compared to 2010.

Income from loan sales and servicing continued at elevated levels during the first quarter of 2011, and was 47.0% above the levels achieved in the first quarter of 2010. While the Company’s volume of rate-driven refinancing of residential mortgages had varied over the past eighteen months, mortgage origination and sale activity was strong in the first quarter of 2011, resulting in improved levels of income from the sales and servicing of residential mortgage loans for the quarter. The Bank generally sells the fixed rate long-term residential mortgages it originates on the secondary market, and retains adjustable rate residential mortgages for its portfolios.

The Company maintains a portfolio of sold residential real estate mortgages that it services, and this servicing provides ongoing income for the life of the loans. Loans serviced consist primarily of residential mortgages sold on the secondary market. The Bank also originates, sells and

Page 37

services SBA loans through its structured finance group, United Structured Finance Company (“USFC”). SBA loan origination volume increased in 2011, resulting in an increase in the Company’s income from the origination, sales and servicing of SBA loans. During the first quarter of 2011, fee income of $143,200 that would previously have been deferred to the second quarter of 2011 under ASU 2009-16 was recognized, as a result of the elimination of the 90-day warranty period to borrowers in its sales contracts for SBA 7a loans.

The guaranteed portion of SBA loans originated by USFC is typically sold on the secondary market, and gains on the sale of those loans contribute to income from loan sales and servicing. The following table shows the breakdown of income from loan sales and servicing between residential mortgages and USFC.

	Three Months Ended March 31,
In thousands of dollars	2011		2010
Residential mortgage sales and servicing	$	1,009	$	864
USFC commercial loan sales and servicing		302		28
Total income from loan sales and servicing	$	1,311	$	892

ATM, debit and credit card fee income provides a source of noninterest income for the Company. The Bank operates twenty ATMs throughout its market areas, and Bank clients are active users of debit cards. The Bank receives ongoing fee income from credit card referrals and operation of its credit card merchant business. Income from these areas was up 15.3% in the first quarter of 2011 compared to the same period of 2010. Other income includes income from various fee-based banking services, such as sale of official checks, wire transfer fees, safe deposit box income, sweep account and other fees, as well as income from bank-owned life insurance. Total other income was up 19.8% in the first quarter of 2011 compared to 2010, although the dollar amount of the increase is relatively small.

Noninterest Expense

The following table summarizes changes in the Company's noninterest expense by category for the three month periods ended March 31, 2011 and 2010.

	Three Months Ended March 31,
In thousands of dollars	2011		2010		Change
Salaries and employee benefits	$	4,575	$	3,938		16.2	%
Occupancy and equipment expense, net		1,252		1,336		-6.3	%
External data processing		320		294		8.8	%
Advertising and marketing		160		167		-4.2	%
Attorney, accounting and other professional fees		433		351		23.4	%
Director fees		102		88		15.9	%
Expenses relating to ORE property		257		315		-18.4	%
FDIC insurance premiums		431		437		-1.4	%
Other expenses		688		733		-6.1	%
Total noninterest expense	$	8,218	$	7,659		7.3	%

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While several categories of noninterest expense declined during the first quarter of 2011 compared to the same period of 2010, total noninterest expense increased by 7.3%. The largest noninterest expense increase was in salaries and employee benefits, which increased by 16.2% over the three month period one year earlier. The increase reflects, in part, the reinstatement of the Company’s match portion of its 401(k) effective January 1, 2011, increased health and life insurance premiums, and continued higher levels of commissions and other compensation costs related to the generation of income from loan sales and servicing. In addition, the Company has increased its staffing levels modestly to accommodate its future anticipated growth.

Occupancy and equipment expenses were down in the first quarter of 2011 compared to the same period of 2011. External data processing costs increased, while advertising and marketing expenses decreased by 4.2% for the first quarter of 2011 compared to the same period last year. Attorney, accounting and other professional fees were up 23.4% for the first quarter of 2011 compared to the same period of 2010. A significant portion of the increase represents attorney and appraisal fees related to resolution of the Bank’s credit issues.

Expenses related to ORE property continue to make up a significant portion of the Company’s expenses. However, the level of those expenses declined during the first quarter of 2011, decreasing by 18.4% compared to the first quarter of 2010. Those expenses included write-downs of the value and losses on the sale of property held as ORE, along with costs to maintain and carry those properties. Deterioration in the value of these properties resulted in losses of $49,700 in the first quarter of 2011. Assets were written down to their estimated fair value as a result of a decline in prevailing real estate prices and the Bank’s experience with increased foreclosures resulting from the weakened economy.

FDIC insurance costs for the first quarter of 2011 were relatively unchanged compared to the first quarter of 2010. Other expenses were down 6.1% in the first three months of 2011 compared to the same period of 2010, with those expenses including shareholder and compliance expense, among others.

Federal Income Tax

The Company’s pre-tax income was positive for the first quarter of 2011, but was less than its tax exempt income, resulting in a small tax benefit for the quarter. The effective tax rate of 47.1% for the first quarter of 2010 was a calculated benefit based upon a pre-tax loss. The differences between the effective rates and the Company’s expected tax rate were primarily due to the benefit from tax-exempt income

The Company’s net deferred tax asset was $9.6 million at March 31, 2011. A valuation allowance related to deferred tax assets is required when it is considered more likely than not that all or part of the benefit related to such assets will not be realized. Based on the levels of taxable income in prior years, the significant improvement in operating results in the first quarter of 2011 and full-year 2010 compared to 2009, and the Company’s expectation of a return to profitability in future years as a result of strong core earnings, Management has determined that no valuation allowance was required at March 31, 2011.

Page 39

Liquidity and Capital Resources

Liquidity, Cash Equivalents and Borrowed Funds

The Company maintains correspondent accounts with a number of other banks for various purposes. In addition, cash sufficient to meet the operating needs of its banking offices is maintained at its lowest practical levels. At times, the Bank is a participant in the federal funds market, either as a borrower or seller. Federal funds are generally borrowed or sold for one-day periods. In 2011 and 2010, the Bank generally utilized short-term interest-bearing balances with banks as an alternative to federal funds sold.

The Company’s balances in federal funds sold and short-term interest-bearing balances with banks were $126.2 million at March 31, 2011, compared to $95.6 million at December 31, 2010 and $115.0 million at March 31, 2010. The Company continued to maintain high levels of liquidity, with investments, federal funds and cash equivalents held to improve the liquidity of the balance sheet during this period of economic uncertainty. The Company expects to maintain higher than normal levels of liquidity until economic conditions improve and more attractive investment opportunities emerge.

The Bank also has the ability to utilize short-term advances from the FHLBI and borrowings at the discount window of the Federal Reserve Bank as additional short-term funding sources. Short-term advances and discount window borrowings were not utilized during 2011 or 2010.

The Company’s balance sheet at December 31, 2010 included short-term borrowings representing the secured borrowing portion of SBA 7a loans held for sale, as a result of adoption of ASU 2009-16 in 2010. Qualifying loans are carried as loans held for sale, while the sold portion of the loans was carried as secured borrowing for a 90-day period. In the first quarter of 2011, the Company eliminated the 90-day warranty period to borrowers in its sales contracts for SBA 7a loans, and there were no short-term borrowings on the books of the Company at March 31, 2011.

The Company periodically finds it advantageous to utilize longer term borrowings from the FHLBI. These longer-term borrowings serve primarily to provide a balance to some of the interest rate risk inherent in the Company's balance sheet. During 2011, the Bank procured no new advances and repaid $1.0 million in matured borrowings, resulting in a decrease in total FHLBI borrowings outstanding for the first quarter of the year.

Regulatory Capital

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and discretionary actions by regulators that, if undertaken, could have a direct material effect on the financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require

Page 40

the Company and the Bank to maintain minimum ratios of Total and Tier I capital to risk-weighted assets and of Tier I capital to average assets.

UBT is party to the MOU as described under “Other Developments – Memorandum of Understanding” on Page 25 hereof. The Bank has continued to maintain its ratio of total capital to risk-weighted assets above the prescribed minimum level of 12%. The Bank did not reach the Tier 1 leverage capital ratio level required to comply with the MOU dated January 15, 2010 within the timeframe provided, but was in compliance with all capital ratio requirements at December 31, 2010 and March 31, 2011.

The following table shows information about the Company's and the Banks' capital levels compared to regulatory requirements at March 31, 2011 and December 31, 2010.

		Actual					Regulatory Minimum for Capital Adequacy (1)					Regulatory Minimum to be Well Capitalized (2)					Required by MOU (3)
		$	000	%			$	000	%			$	000	%			$	000	%
As of March 31, 2011
Tier 1 Capital to Average Assets
	Consolidated	$	87,460		10.0	%	$	35,001		4.0	%		N/A		N/A			N/A		N/A
	Bank		80,170		9.2	%		34,971		4.0	%		43,714		5.0	%		78,684		9.0	%
Tier 1 Capital to Risk Weighted Assets
	Consolidated		87,460		15.2	%		22,955		4.0	%		N/A		N/A			N/A		N/A
	Bank		80,170		14.0	%		22,938		4.0	%		34,407		6.0	%		N/A		N/A
Total Capital to Risk Weighted Assets
	Consolidated		94,856		16.5	%		45,911		8.0	%		N/A		N/A			N/A		N/A
	Bank		87,561		15.3	%		45,876		8.0	%		57,345		10.0	%		68,814		12.0	%
As of December 31, 2010
Tier 1 Capital to Average Assets
	Consolidated	$	88,022		10.2	%	$	34,380		4.0	%		N/A		N/A			N/A		N/A
	Bank		78,806		9.2	%		34,232		4.0	%		42,791		5.0	%		77,023		9.0	%
Tier 1 Capital to Risk Weighted Assets
	Consolidated		88,022		15.0	%		23,510		4.0	%		N/A		N/A			N/A		N/A
	Bank		78,806		13.4	%		23,491		4.0	%		35,237		6.0	%		N/A		N/A
Total Capital to Risk Weighted Assets
	Consolidated		95,589		16.3	%		47,020		8.0	%		N/A		N/A			N/A		N/A
	Bank		86,367		14.7	%		46,982		8.0	%		58,728		10.0	%		70,474		12.0	%
(1)	Represents minimum required to be categorized as adequately capitalized under Federal regulatory requirements.
(2)	Represents minimum generally required to be categorized as well-capitalized under Federal regulatory prompt corrective action provisions. The bank is currently subject to higher requirements by its regulators.
(3)	Represents requirements by the Bank's regulators under terms of the MOU.

Critical Accounting Policies

Generally accepted accounting principles are complex and require management to apply significant judgments to various accounting, reporting and disclosure matters. The Company's management must use assumptions and estimates to apply these principles where actual measurement is not possible or practical. For a complete discussion of the Company's significant accounting policies, see “Note 1 – Significant Accounting Policies” to the Company’s

Page 41

Consolidated Financial Statements beginning on Page A-34 of the Company's Annual Report on Form 10-K for the year ended December 31, 2010. Certain policies are considered critical because they are highly dependent upon subjective or complex judgments, assumptions and estimates. Changes in such estimates may have a significant impact on the Company’s financial statements. See “Forward-Looking Statements.”

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4 – Controls and Procedures

Internal Control

Our management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rule 13a-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act"). Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report (the "Evaluation Date"), and have concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.

There have been no changes in the Company's internal control over financial reporting that occurred during the quarter ended March 31, 2011 that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Part II – Other Information

Item 6 – Exhibits

The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index, which is here incorporated by reference.

Page 42

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

United Bancorp, Inc.

April 22, 2011

/s/ Robert K. Chapman	/s/ Randal J. Rabe
Robert K. Chapman	Randal J. Rabe
President and Chief Executive Officer	Executive Vice President and Chief Financial Officer
(Principal Executive Officer)	(Principal Financial Officer)

Page 43

Exhibit Index

	Exhibit	Description
2.1		Agreement of Consolidation. Previously filed with the Commission on January 15, 2010 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 2.1. Incorporated here by reference.
3.1		Restated Articles of Incorporation of United Bancorp, Inc. Previously filed with the Commission on October 1, 2010 in United Bancorp, Inc.'s Form S-1 Registration Statement, Exhibit 3.1. Incorporated here by reference.
3.2		Amended and Restated Bylaws of United Bancorp, Inc. Previously filed with the Commission on December 9, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 3.1. Incorporated here by reference.
3.3		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.
4.1		Restated Articles of Incorporation of United Bancorp, Inc. Exhibit 3.1 is incorporated here by reference.
4.2		Amended and Restated Bylaws of United Bancorp, Inc. Exhibit 3.2 is incorporated here 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. Exhibit 3.3 is incorporated here by reference.
10.1		Form of Restricted Stock Agreement
10.2		Form of Restricted Stock Unit Agreement
10.3		Form of Stock Only Stock Appreciation Rights Agreement
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification pursuant to 18 U.S.C. Section 1350.

Page 44

EX-10.1

Grantee:	Number of Shares:
	Date of Award:

RESTRICTED STOCK AGREEMENT

This Restricted Stock Agreement (“Agreement”) is made as of the award date set forth above, between UNITED BANCORP, INC., a Michigan corporation (“United” or the “Company”), and the employee named above (“Employee”).

The United Bancorp, Inc. Stock Incentive Plan of 2010 (the “Plan”) is administered by the Compensation and Governance Committee of United’s Board of Directors (the “Committee”).  The Committee has determined that Employee is eligible to participate in the Plan.  The Committee has awarded restricted stock to Employee, subject to the terms and conditions contained in this Agreement and in the Plan.

Employee acknowledges receipt of a copy of the Plan and accepts this restricted stock award subject to all of the terms, conditions, and pro­visions of this Agreement and the Plan.

1.           Award.  United hereby awards to Employee the number of shares of United’s Common Stock set forth next to “Number of Shares” above, and subject to restrictions imposed under this Agreement and the Plan (the “Restricted Stock”).

2.           Transferability.  Until the restrictions lapse as set forth in Section 3 below, the Plan provides that Restricted Stock granted under this Agreement is generally not transferable by Employee except by will or according to the laws of descent and distribution, and further provides that all rights with respect to the Restricted Stock are exercisable during Employee’s lifetime only by Employee, Employee’s guardian, or legal representative.  United may place an appropriate legend upon any certificate representing shares of Restricted Stock awarded under this Agreement and issue appropriate stop transfer instructions to its transfer agent with respect to such shares.  Employee may not transfer 50% of the “net” number of shares of Restricted Stock awarded pursuant to this Agreement for one year after the restrictions on this award lapse, as required by the Company’s Stock Ownership Guidelines for the Company’s executive officers.

3.           Lapsing of Restrictions.  Except as otherwise provided in this Agreement, the restrictions imposed on 100% of the Restricted Stock awarded pursuant to this Agreement shall lapse two years from the date of this Agreement.  The period during which Restricted Stock is subject to restrictions imposed by the Plan and under this Agreement shall be known as the “Restricted Period.”

4.           Termination of Employment or Officer Status.  If the Employee’s employment or officer status with United or any of its Subsidiaries is terminated during any Restricted Period, all Restricted Stock still subject to restrictions at the date of such termination shall either vest or

automatically be forfeited and returned to United as provided in the Plan except as otherwise set forth in this Section.

Notwithstanding any provisions of the Plan or this Agreement, 100% of the Restricted Stock subject to this Agreement shall fully vest upon the following events resulting in termination of employment or officer status: (a) death; (b) Disability; (c) Change in Control; or (d) Retirement (i.e., Employee’s voluntary termination of all employment and/or officer status with United and its Subsidiaries after the Employee has attained 65 years of age).

5.           Covenants.  All unvested Restricted Stock shall automatically be forfeited and returned to United upon Employee’s breach of any of Employee’s obligations under this Section 5.  Employee acknowledges that the award of Restricted Stock under this Agreement is valuable consideration to Employee and that a violation of this Section 5 would cause immeasurable and irreparable harm to United.  Accordingly, Employee agrees that United shall be entitled to injunctive relief in any court of competent jurisdiction for any actual or threatened violation of any provision of this Section 5, in addition to the forfeiture of unvested Restricted Stock and any other remedies the Company may have.

(a)           Covenant Not-to-Compete.  This Agreement’s non-competition provisions are a material part of the consideration relied upon by United in entering into this Agreement.  The Company and Employee acknowledge and agree that by virtue of Employee’s past experience in the banking industry and Employee’s knowledge of the business of the Company, Employee is uniquely qualified to successfully compete with the Company.  In recognition of these circumstances, and in consideration for the Company’s grant of Restricted Stock to the Participant as set forth in Section 1 above, Employee covenants and agrees that Employee will not, during the Restricted Period and for one (1) year thereafter, engage in the counties of Lenawee, Washtenaw, Livingston or Monroe in any business which is competitive with a business then being regularly conducted by the Company in any of said counties; provided, however, that the forgoing covenant shall not prohibit Employee from owning, directly or indirectly, 1% or less of any publicly traded financial services corporation.  Employee further covenants that during the above-stated period he/she will not, directly or indirectly, induce or attempt to induce any of the suppliers, clients or employees of the Company to terminate or change the nature of their business relationships with the Company, or otherwise engage in or conduct activities, directly or indirectly, which could reasonably be expected to have an adverse effect on the Company’s business relationships with its suppliers, clients or employees.  Employee acknowledges that a breach of the provisions of this Section 5 will cause the automatic forfeiture of any unvested Restricted Stock.

(b)           Confidential Information.  This Agreement’s confidentiality provisions are a material part of the consideration relied upon by United in entering into this Agreement.  In connection with Employee’s employment with United, Employee will have access to information or materials of United and the Subsidiaries that are considered trade secret, confidential and/or proprietary (“Confidential Information”).  Confidential Information includes but is not limited to information, documents and material:

(i)           pertaining to customers; potential customers; accounting; costs; supplier lists; details of any supplier or prospective supplier relationship; client or consultant contracts; supplier contracts; current, former and prospective employees; pricing policy; operational method; marketing plan or strategy; sales, servicing, management or administration; service development or plan; business acquisition plan; any scientific, technical information, idea, discovery, invention, design, process, procedure, formula, pattern or device that is designed or used to give a competitive edge or improvement to United or any of the Subsidiaries; any computer software in any form and computer software methods and techniques or algorithms of organizing or applying the same; and any specialized equipment, processes and techniques developed to further the business of the United or any of the Subsidiaries; or

(ii)           pertaining to trade secrets as defined in the Restatement of Torts which the parties accept as an appropriate statement of law; or

(iii)           of the type described above which United or any of the Subsidiaries obtained from another party and which United treats as proprietary or designates as confidential, whether or not owned or developed by United or any of the Subsidiaries.

Employee shall use Confidential Information only for the benefit of United or any of the Subsidiaries and not for Employee’s own benefit.  Employee shall not take Confidential Information or related materials upon termination of Employee’s employment.  Employee shall not interfere or attempt to interfere with United’s or any of the Subsidiaries’ access to Confidential Information.  Employee shall not destroy Confidential Information in any form, except as permitted by United.

Confidential Information shall be disclosed and used only by staff members of United and the Subsidiaries who have a need to access it in order to do their jobs, shall be maintained in secure physical locations, and shall not be disclosed to any other company or person except in connection with the business activities of United or any of the Subsidiaries.

Confidential Information created by Employee during Employee’s employment with United that relates to the business of United or any of the Subsidiaries (or prospective business opportunities), or uses Confidential Information created with resources of United or any of the Subsidiaries (including staff, premises and equipment), belongs to United.  The term “Confidential Information” includes copyrightable works of original authorship (including but not limited to reports, analyses, and compilations, business plans, new product plans), ideas, inventions (whether patentable or not), know-how, processes, trademarks and other intellectual property.  All works of original authorship created during Employee’s employment are “works for hire” as that term is used in connection with the U.S. Copyright Act.  Employee hereby assigns to United all rights, title and interest in work product, including copyrights, patents, trade secrets, trademarks and know-how.

The confidentiality provisions of this Agreement survive termination of the employment relationship with United and the Subsidiaries and shall survive for so long a period of time as the Confidential Information is maintained by United or any of the Subsidiaries as confidential.

(c)           Nonsolicitation of Employees and Customers.  This Agreement’s no solicitation provisions form a material part of the consideration relied upon by United in entering into this Agreement. These no solicitation provisions apply to Employee regardless of whether Employee is acting on behalf of Employee or a third party.  During the term of Employee’s employment and for a period of one (1) year after Employee’s last day of employment, Employee agrees not to, directly or indirectly:

(i)           induce, influence or solicit any stockholder, director, officer, joint venture, investor, leaser, supplier, customer or any other person with a business relationship with United or any of the Subsidiaries to discontinue or reduce or modify the extent of its relationship with United or any of the Subsidiaries; or

(ii)           solicit, recruit, encourage, hire, employ or seek to employ, or cause any other business to solicit, recruit, encourage, hire, employ or seek to employ, or otherwise induce or influence any current or former employee of United or any of the Subsidiaries to reduce, modify or terminate an employment or agency relationship with United or any of the Subsidiaries unless the employment relationship between the employee and United and the Subsidiaries has been terminated for a minimum of six (6) months at the time of the solicitation, recruitment or other contact.

6.           Employment by United.  The award of Restricted Stock under this Agreement shall not impose upon United or any Subsidiary any obligation to retain Employee in its employ for any given period or upon any specific terms of employment.  United or any Subsidiary may at any time dismiss Employee from employment, free from any liability or claim under the Plan or this Agreement, unless otherwise expressly provided in any written agreement with Employee.

7.           Stockholder Rights.  During the Restricted Period, Employee shall have all voting, dividend, liquidation, and other rights with respect to the Restricted Stock held of record by Employee as if Employee held unrestricted Common Stock; provided, however, that the unvested portion of any Restricted Stock award shall be subject to any restrictions on transferability or risks of forfeiture imposed pursuant to this Agreement or the Plan.  Any noncash dividends or distributions paid with respect to shares of unvested Restricted Stock shall be subject to the same restrictions as those relating to the Restricted Stock awarded under this Agreement.  After the restrictions applicable to the Restricted Stock lapse, Employee shall have all stockholder rights, including the right to transfer the shares except as otherwise provided in this Agreement, subject to such conditions as United may reasonably specify to ensure compliance with federal and state securities laws.

 8.           Withholding.  United or one of its Subsidiaries shall be entitled to (a) withhold and deduct from Employee’s future wages (or from other amounts that may be due and owing to Employee from United or a Subsidiary), or make other arrangements for the collection of, all amounts necessary to satisfy any and all federal, state, and local withholding and employment-related tax requirements attributable to the Restricted Stock award under this Agreement, including, without limitation, the award or vesting of, or payments of dividends with respect to, the Restricted Stock; or (b) require Employee promptly to remit the amount of such withholding to United or a Subsidiary before taking any action with respect to the Restricted Stock.  Unless the Committee provides otherwise, withholding may be satisfied by withholding Common Stock to be received or by delivery to United or a Subsidiary of previously owned Common Stock of United, in which case the shares withheld shall be valued at the Market Value as of the date of the taxable event.

9.           Severability and Savings Clause.  The Company may unilaterally amend this Agreement if the Committee or the Company’s Board of Directors determines an amendment is appropriate to avoid any material risk of a violation of or penalties under any law or regulation or to avoid any other material and unintended adverse consequence to the Company.  If a court of competent jurisdiction determines that any provision of the Plan or this Agreement or any portion of a provision is void or unenforceable, only such provision or portion will be rendered void or unenforceable.  The remainder of this Agreement will continue in full force and effect.  If a court of proper jurisdiction determines that any of Employee’s covenants in Section 5 of this Agreement is overbroad as to duration, coverage, or geographic scope, it is the intent of the parties that such covenant will be limited in such jurisdiction to the extent necessary to allow its enforcement.

10.           Effective Date.  This award of Restricted Stock shall be effective as of the date first set forth above.

11.           Amendment.  This Agreement shall not be modified except in a writing executed by the parties hereto.

12.           Agreement Controls.  The Plan is incorporated in this Agreement by reference.  Capitalized terms not defined in this Agreement shall have those meanings provided in the Plan.  In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of the Agreement shall control.

UNITED BANCORP, INC.
by
Its
	“United”
	Signature
	Print name
	“Employee”

5172059-3

EX-10.2

Grantee:	Number of Shares:
	Date of Award:

RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (“Agreement”) is made as of the award date set forth above, between UNITED BANCORP, INC., a Michigan corporation (“United” or the “Company”), and the employee named above (“Employee”).

The United Bancorp, Inc. Stock Incentive Plan of 2010 (the “Plan”) is administered by the Compensation and Governance Committee of United’s Board of Directors (the “Committee”).  The Committee has determined that Employee is eligible to participate in the Plan.  The Committee has awarded restricted stock units to Employee, subject to the terms and conditions contained in this Agreement and in the Plan.

Employee acknowledges receipt of a copy of the Plan and accepts this restricted stock unit award subject to all of the terms, conditions, and pro­visions of this Agreement and the Plan.

1.           Award.  United hereby awards to Employee the number of restricted stock units set forth above, subject to restrictions imposed under this Agreement and the Plan (the “Restricted Stock Units”).  Each Restricted Stock Unit is equal to one share of United Common Stock, no par value, and will entitle the Employee to the number of shares of Common Stock equal to the number of Restricted Stock Units upon vesting as set forth below.  Any Common Stock that Employee is entitled to upon the vesting of the Restricted Stock Units shall be issued within two and a half months after the award vests.

2.           Transferability.  Until the Restricted Stock Units vest as set forth in Section 3 below, the Plan provides that interests in Restricted Stock Units granted under this Agreement are generally not transferable by Employee except by will or according to the laws of descent and distribution, and further provides that all rights with respect to the Restricted Stock Units are exercisable during Employee’s lifetime only by Employee, Employee’s guardian, or legal representative.  Employee may not transfer 50% of the “net” number of shares of Common Stock issued upon the vesting of the Restricted Stock Units for one year after the Restricted Stock Units vest, as required by the Company’s Stock Ownership Guidelines for the Company’s executive officers.

3.           Vesting.  Except as otherwise provided in this Agreement, the Restricted Stock Units awarded pursuant to this Agreement shall be vested and settled upon satisfaction of the following time based and performance based vesting requirements.  The period during which Restricted Stock Units are unvested under the Plan and under this Agreement shall be known as the “Restricted Period.”

(a)           Time Based Vesting.  The percentage of Restricted Stock Units awarded pursuant to this Agreement that satisfy the performance based vesting requirements of Section 3(b) shall vest and be settled three years from the date of this Agreement unless earlier vested by this Agreement.

(b)           Performance Based Vesting.  The performance period for the Restricted Stock Units is the period beginning January 1, 2011, and ending December 31, 2011.  The percentage specified below of Restricted Stock Units awarded pursuant to this Agreement will satisfy the performance based vesting requirements of this Agreement if the Company’s core earnings (measured by pre-tax, pre-provision return on assets (“PTPPROA”)), earnings (measured by return on assets (“ROA”)) and asset quality (measured by the ratio of non-performing assets to total assets (“NPA1/Assets”)), as determined by the Company in a manner consistent with the information reported in its filings with the Securities and Exchange Commission, meet the standards set forth in the following schedule:

Performance Measure (Metric) Weight Performance Standard Percentage of RSU Award Vested

Restricted Stock Units will not vest upon performance below the minimum performance standards provided above.  Vesting upon performance between the performance standards provided above will be interpolated based on the actual performance.  For example, if the Asset Quality (NPA/Assets) is 3.9%, 37.5% of 1/3 of the Restricted Stock Units will vest.

(c)           Clawback For Materially Inaccurate Performance.  If Restricted Stock Units awarded pursuant to this Agreement vest under the performance requirements of Section 3(b) but the Committee later determines that the Company’s satisfaction of any Performance Measure (Metric) was based on materially inaccurate financial statements, including but not limited to statements of earnings, revenues or gains, or any other materially inaccurate performance metric criteria, then, upon notice from the Company, whether written or otherwise, Employee must promptly return to the Company any Common Stock that was issued upon the vesting of the Restricted Stock Units based on the materially inaccurate information.  The Company shall undertake all reasonable efforts to exercise its clawback rights under this Section 3(c).

Whether a financial statement or performance metric criteria is materially inaccurate depends on all the facts and circumstances. However, for this purpose, a financial statement or performance metric criteria shall be treated as materially inaccurate if Employee knowingly engaged in providing inaccurate information (including knowingly failing to timely correct inaccurate information) relating to those financial statements or performance metrics. Otherwise, with respect to a performance criteria, whether the inaccurate measurement of the performance or inaccurate application of the performance to the performance criteria is material depends on whether the actual performance or accurate application of the actual performance to the performance criteria is materially different from the performance required under the performance criteria or the inaccurate application of the actual performance to the performance criteria.

4.           Termination of Employment or Officer Status.  If the Employee’s employment or officer status with United or any of its Subsidiaries is terminated during any Restricted Period, all Restricted Stock Units still subject to restrictions at the date of such termination shall either vest or automatically be forfeited and returned to United as provided in the Plan except as otherwise set forth in this Section.

Notwithstanding any provisions of the Plan or this Agreement, a portion of Restricted Stock Units subject to this Agreement shall satisfy the time based vesting requirement upon the following events resulting in termination of employment or officer status: (a) death; (b) Disability; or (c) Retirement (i.e., Employee’s voluntary termination of all employment and/or officer status with United and its Subsidiaries after the Employee has attained 65 years of age) (collectively any of (a), (b) or (c) shall be an “Acceleration Event”).  Upon the occurrence of an Acceleration Event, the percentage of this award of Restricted Stock Units that shall satisfy the time based vesting requirement shall be determined by dividing the number of full calendar months between the date of this Agreement and the date of the Acceleration Event by thirty six (36) and in no event may the percentage accelerated exceed 100%.  Notwithstanding the preceding two sentences, the Restricted Stock Units that satisfy the time based vesting requirements due to an Acceleration Event remain subject to the performance based vesting schedule.  For example, if Restricted Stock Units are awarded on January 1, 2012, and the Acceleration Event occurs on July 1, 2012, 16-2/3% of the Restricted Stock Unit award would be vested under the time based vesting schedule (6 full calendar months divided by 36) upon the

Acceleration Event, but those time-vested Restricted Stock Units would remain subject to the performance based vesting schedule for the performance period.

Notwithstanding any provisions of the Plan or this Agreement, 100% of the Restricted Stock Units subject to this Agreement shall fully vest, including both time based vesting and performance based vesting, upon a Change in Control.

5.           Covenants.  All unvested Restricted Stock Units shall automatically be forfeited and returned to United upon Employee’s breach of any of Employee’s obligations under this Section 5.  Employee acknowledges that the award of Restricted Stock Units under this Agreement is valuable consideration to Employee and that a violation of this Section 5 would cause immeasurable and irreparable harm to United.  Accordingly, Employee agrees that United shall be entitled to injunctive relief in any court of competent jurisdiction for any actual or threatened violation of any provision of this Section 5, in addition to the forfeiture of unvested Restricted Stock Units and any other remedies the Company may have.

(a)           Covenant Not-to-Compete.  This Agreement’s non-competition provisions are a material part of the consideration relied upon by United in entering into this Agreement.  The Company and Employee acknowledge and agree that by virtue of Employee’s past experience in the banking industry and Employee’s knowledge of the business of the Company, Employee is uniquely qualified to successfully compete with the Company.  In recognition of these circumstances, and in consideration for the Company’s grant of Restricted Stock Units to the Participant as set forth in Section 1 above, Employee covenants and agrees that Employee will not, during the Restricted Period and for one (1) year thereafter, engage in the counties of Lenawee, Washtenaw, Livingston or Monroe in any business which is competitive with a business then being regularly conducted by the Company in any of said counties; provided, however, that the forgoing covenant shall not prohibit Employee from owning, directly or indirectly, 1% or less of any publicly traded financial services corporation.  Employee further covenants that during the above-stated period he/she will not, directly or indirectly, induce or attempt to induce any of the suppliers, clients or employees of the Company to terminate or change the nature of their business relationships with the Company, or otherwise engage in or conduct activities, directly or indirectly, which could reasonably be expected to have an adverse effect on the Company’s business relationships with its suppliers, clients or employees.  Employee acknowledges that a breach of the provisions of this Section 5 will cause the automatic forfeiture of any unvested Restricted Stock Units.

(b)           Confidential Information.  This Agreement’s confidentiality provisions are a material part of the consideration relied upon by United in entering into this Agreement.  In connection with Employee’s employment with United, Employee will have access to information or materials of United and the Subsidiaries that are considered trade secret, confidential and/or proprietary (“Confidential Information”).  Confidential Information includes but is not limited to information, documents and material:

(i)           pertaining to customers; potential customers; accounting; costs; supplier lists; details of any supplier or prospective supplier relationship; client or

consultant contracts; supplier contracts; current, former and prospective employees; pricing policy; operational method; marketing plan or strategy; sales, servicing, management or administration; service development or plan; business acquisition plan; any scientific, technical information, idea, discovery, invention, design, process, procedure, formula, pattern or device that is designed or used to give a competitive edge or improvement to United or any of the Subsidiaries; any computer software in any form and computer software methods and techniques or algorithms of organizing or applying the same; and any specialized equipment, processes and techniques developed to further the business of the United or any of the Subsidiaries; or

(ii)           pertaining to trade secrets as defined in the Restatement of Torts which the parties accept as an appropriate statement of law; or

(iii)           of the type described above which United or any of the Subsidiaries obtained from another party and which United treats as proprietary or designates as confidential, whether or not owned or developed by United or any of the Subsidiaries.

Employee shall use Confidential Information only for the benefit of United or any of the Subsidiaries and not for Employee’s own benefit.  Employee shall not take Confidential Information or related materials upon termination of Employee’s employment.  Employee shall not interfere or attempt to interfere with United’s or any of the Subsidiaries’ access to Confidential Information.  Employee shall not destroy Confidential Information in any form, except as permitted by United.

Confidential Information shall be disclosed and used only by staff members of United and the Subsidiaries who have a need to access it in order to do their jobs, shall be maintained in secure physical locations, and shall not be disclosed to any other company or person except in connection with the business activities of United or any of the Subsidiaries.

Confidential Information created by Employee during Employee’s employment with United that relates to the business of United or any of the Subsidiaries (or prospective business opportunities), or uses Confidential Information created with resources of United or any of the Subsidiaries (including staff, premises and equipment), belongs to United.  The term “Confidential Information” includes copyrightable works of original authorship (including but not limited to reports, analyses, and compilations, business plans, new product plans), ideas, inventions (whether patentable or not), know-how, processes, trademarks and other intellectual property.  All works of original authorship created during Employee’s employment are “works for hire” as that term is used in connection with the U.S. Copyright Act.  Employee hereby assigns to United all rights, title and interest in work product, including copyrights, patents, trade secrets, trademarks and know-how.

The confidentiality provisions of this Agreement survive termination of the employment relationship with United and the Subsidiaries and shall survive for so long a period of time as the Confidential Information is maintained by United or any of the Subsidiaries as confidential.

(c)           Nonsolicitation of Employees and Customers.  This Agreement’s no solicitation provisions form a material part of the consideration relied upon by United in entering into this Agreement. These no solicitation provisions apply to Employee regardless of whether Employee is acting on behalf of Employee or a third party.  During the term of Employee’s employment and for a period of one (1) year after Employee’s last day of employment, Employee agrees not to, directly or indirectly:

(i)           induce, influence or solicit any stockholder, director, officer, joint venture, investor, leaser, supplier, customer or any other person with a business relationship with United or any of the Subsidiaries to discontinue or reduce or modify the extent of its relationship with United or any of the Subsidiaries; or

(ii)           solicit, recruit, encourage, hire, employ or seek to employ, or cause any other business to solicit, recruit, encourage, hire, employ or seek to employ, or otherwise induce or influence any current or former employee of United or any of the Subsidiaries to reduce, modify or terminate an employment or agency relationship with United or any of the Subsidiaries unless the employment relationship between the employee and United and the Subsidiaries has been terminated for a minimum of six (6) months at the time of the solicitation, recruitment or other contact.

6.           Employment by United.  The award of Restricted Stock Units under this Agreement shall not impose upon United or any Subsidiary any obligation to retain Employee in its employ for any given period or upon any specific terms of employment.  United or any Subsidiary may at any time dismiss Employee from employment, free from any liability or claim under the Plan or this Agreement, unless otherwise expressly provided in any written agreement with Employee.

7.           Stockholder Rights.  During the Restricted Period, Employee shall have all dividend and liquidation rights with respect to shares of Common Stock subject to the Restricted Stock Units held by Employee as if Employee held unrestricted Common Stock.  Any such dividends will be accrued during the calendar year and credited to Employee as additional Restricted Stock Units as of December 31 of that calendar year based on the Market Value of the Common Stock on that date, subject to the restrictions and vesting schedule under this Agreement.  Any noncash dividends or distributions paid with respect to shares of Common Stock subject to unvested Restricted Stock Units shall be subject to the same restrictions and vesting schedule as the shares to which such dividends or distributions relate.  Employee shall have no voting rights with respect to shares of Common Stock underlying Restricted Stock Units unless and until such shares are reflected as issued and outstanding on United’s stock ledger.

8.           Withholding.  United or one of its Subsidiaries shall be entitled to (a) withhold and deduct from Employee’s future wages (or from other amounts that may be due and owing to Employee from United or a Subsidiary), or make other arrangements for the collection of, all amounts necessary to satisfy any and all federal, state, and local withholding and employment-related tax requirements attributable to the Restricted Stock Unit award under this Agreement, including, without limitation, the award or vesting of, or payments of dividends with respect to, the Restricted Stock Units; or (b) require Employee promptly to remit the amount of such withholding to United or a Subsidiary before taking any action with respect to the Restricted Stock Units.  Unless the Committee provides otherwise, withholding may be satisfied by withholding Common Stock to be received or by delivery to United or a Subsidiary of previously owned Common Stock of United, in which case the shares withheld shall be valued at the Market Value as of the date of the taxable event.

9.           Severability and Savings Clause.  If a court of competent jurisdiction determines that any provision of the Plan or this Agreement or any portion of a provision is void or unenforceable, only such provision or portion will be rendered void or unenforceable.  The remainder of this Agreement will continue in full force and effect.  The Company may unilaterally amend this Agreement if the Committee or the Company’s Board of Directors determines an amendment is appropriate to avoid any material risk of a violation of or penalties under any law or regulation or to avoid any other material and unintended adverse consequence to the Company.  If a court of proper jurisdiction determines that any of Employee’s covenants in Section 5 of this Agreement is overbroad as to duration, coverage, or geographic scope, it is the intent of the parties that such covenant will be limited in such jurisdiction to the extent necessary to allow its enforcement.

10.           Effective Date.  This award of Restricted Stock Units shall be effective as of the date first set forth above.

11.           Amendment.  This Agreement shall not be modified except in a writing executed by the parties hereto.

12.           Agreement Controls.  The Plan is incorporated in this Agreement by reference.  Capitalized terms not defined in this Agreement shall have those meanings provided in the Plan.  In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of the Agreement shall control.

UNITED BANCORP, INC.
by
Its
	“United”
	Signature
	Print name
	“Employee”

5160859-4

EX-10.3

Grantee:	Number of Shares:
	Date of Award:

STOCK ONLY STOCK APPRECIATION RIGHTS AGREEMENT

This Stock Only Stock Appreciation Rights Agreement (“Agreement”) is made as of the award date set forth above between UNITED BANCORP, INC., a Michigan corporation (“United” or the “Company”), and the Employee named above (“Employee”).

The United Bancorp, Inc. Stock Incentive Plan of 2010 (the “Plan”) is administered by the Compensation and Governance Committee of United’s Board of Directors (the “Committee”).  The Committee has determined that Employee is eligible to participate in the Plan.  The Committee has awarded stock appreciation rights to Employee, subject to the terms and conditions contained in this Agreement and in the Plan.

Employee acknowledges receipt of a copy of the Plan and accepts this stock appreciation rights award subject to all of the terms, conditions, and pro­visions of this Agreement and the Plan.

1.Award.  United hereby awards to Employee stock appreciation rights (the “Stock Appreciation Rights”) with respect to the number of shares of United’s Common Stock, set forth next to “Number of Shares” above.  A Stock Appreciation Right is a right awarded to Employee that entitles Employee to receive Common Stock on the date the Stock Appreciation Right is exercised that is equal in value to the excess of (a) the Market Value of a share of Common Stock at the time of exercise over (b) the Base Price per Share set forth above (subject to adjustment as provided in the Plan), which equals the Market Value of a share of Common Stock on the date of this award.  The Stock Appreciation Rights consist of a single Stock Appreciation Right for each share of Common Stock.

2.Term and Vesting.  The right to exercise the Stock Appreciation Rights shall vest 1/3 on each of the first three anniversaries of the date of this Agreement and shall terminate on the Expiration Date set forth above, unless earlier terminated pursuant to the terms of the Plan.

3.Exercise.  Employee may exercise the Stock Appreciation Rights by giving United a written notice of the exercise of the Stock Appreciation Rights in the form of Exhibit A to this Agreement and providing any other documentation that the Committee may require from time to time.  The notice shall set forth the number of shares with respect to which Employee is exercising the Stock Appreciation Rights.  The notice shall be effective when

received at United’s main office.  The Stock Appreciation Rights will be considered exercised with respect to the number of shares specified in the notice on the latest of (i) the date of exercise designated in the notice, (ii) if the date so designated is not a business day, the first business day following such date or (iii) the earliest business day by which United has received the notice and all documentation required by the Committee.  United shall deliver to Employee a certificate or certificates representing, or issue in book-entry form without certificates, the shares to be received upon exercise of the Stock Appreciation Rights.  If at any time the number of shares to be received upon exercise of the Stock Appreciation Rights includes a fractional share, the number of shares actually issued shall be rounded down to the nearest whole share.  If Employee fails to accept delivery or tender of all or any of the shares to be received upon exercise of the Stock Appreciation Rights specified in the notice, Employee’s right to exercise the Stock Appreciation Rights with respect to such unaccepted shares shall terminate.

4.Transferability.  The Plan provides that the Stock Appreciation Rights are generally not transferable by Employee except by will or according to the laws of descent and distribution, and are exercisable during Employee’s lifetime only by Employee, Employee’s guardian, or Employee’s legal guardian.  Employee may designate a “beneficiary” to be the person or entity entitled to be Employee’s successor in interest in the event of Employee’s death. The designated beneficiary shall be treated for all purposes as Employee’s successor in interest entitled to exercise and receive the proceeds of exercise the Stock Appreciation Rights.  If no revocable trust is named as owner during Employee’s lifetime and no beneficiary is designated, Employee’s estate is the successor in interest.  United may place an appropriate restrictive legend upon any certificate representing shares received upon exercise of the Stock Appreciation Rights and issue appropriate stop-transfer instructions to its transfer agent with respect to such shares.  Employee may not transfer 50% of the “net” number of shares issued upon exercise of Stock Appreciation Rights awarded pursuant to this Agreement for one year after the Stock Appreciation Rights are exercised, as required by the Company’s Stock Ownership Guidelines for the Company’s executive officers.

5.Termination of Employment or Officer Status.  If Employee’s employment or officer status with United or any of its Subsidiaries terminates for any reason except for Retirement (as defined in the Plan), death, or Disability (as defined in the Plan), such termination shall affect the Stock Appreciation Rights, and Employee’s rights with respect to the Stock Appreciation Rights, as set forth in the Plan.

Notwithstanding any provisions of the Plan or this Agreement, if Employee Retires, dies, or becomes Disabled while an employee of the Company or one if its Subsidiaries, the Stock Appreciation Rights shall become fully vested and exercisable for one year following Employee’s death or Disability and for three years following Employee’s Retirement; however, in no event will Employee’s Retirement, death, or Disability extend the last date to exercise the Stock Appreciation Rights.

Notwithstanding any provisions of the Plan or this Agreement, all of the Stock Appreciation Rights shall be immediately exercisable in the event of any Change in Control and may be exercised for the remaining term of the award.

6.Covenants.  All unexercised Stock Appreciation Rights (whether vested or unvested) shall automatically be forfeited and returned to United upon Employee’s breach of any of Employee’s obligations under this Section 6.  Employee acknowledges that the award of Stock Appreciation Rights under this Agreement is valuable consideration to Employee and that a violation of this Section 6 would cause immeasurable and irreparable harm to United.  Accordingly, Employee agrees that United shall be entitled to injunctive relief in any court of competent jurisdiction for any actual or threatened violation of any provision of this Section 6, in addition to the forfeiture of unexercised Stock Appreciation Rights and any other remedies the Company may have.

(a)           Covenant Not-to-Compete.  This Agreement’s non-competition provisions are a material part of the consideration relied upon by United in entering into this Agreement.  The Company and Employee acknowledge and agree that by virtue of Employee’s past experience in the banking industry and Employee’s knowledge of the business of the Company, Employee is uniquely qualified to successfully compete with the Company.  In recognition of these circumstances, and in consideration for the Company’s grant of Stock Appreciation Rights to the Participant as set forth in Section 1 above, Employee covenants and agrees that Employee will not, at any time before exercise of the Stock Appreciation Rights and for one (1) year thereafter, engage in the counties of Lenawee, Washtenaw, Livingston or Monroe in any business which is competitive with a business then being regularly conducted by the Company in any of said counties; provided, however, that the forgoing covenant shall not prohibit Employee from owning, directly or indirectly, 1% or less of any publicly traded financial services corporation.  Employee further covenants that during the above-stated period he/she will not, directly or indirectly, induce or attempt to induce any of the suppliers, clients or employees of the Company to terminate or change the nature of their business relationships with the Company, or otherwise engage in or conduct activities, directly or indirectly, which could reasonably be expected to have an adverse effect on the Company’s business relationships with its suppliers, clients or employees.  Employee acknowledges that a breach of the provisions of this Section 6 will cause the automatic forfeiture of any unexercised Stock Appreciation Rights.

(b)           Confidential Information.  This Agreement’s confidentiality provisions are a material part of the consideration relied upon by United in entering into this Agreement.  In connection with Employee’s employment with United, Employee will have access to information or materials of United and the Subsidiaries that are considered trade secret, confidential and/or proprietary (“Confidential Information”).  Confidential Information includes but is not limited to information, documents and material:

(i)           pertaining to customers; potential customers; accounting; costs; supplier lists; details of any supplier or prospective supplier relationship; client or consultant contracts; supplier contracts; current, former and prospective employees; pricing policy; operational method; marketing plan or strategy; sales, servicing, management or administration; service development or plan; business acquisition plan; any scientific, technical information, idea, discovery,

invention, design, process, procedure, formula, pattern or device that is designed or used to give a competitive edge or improvement to United or any of the Subsidiaries; any computer software in any form and computer software methods and techniques or algorithms of organizing or applying the same; and any specialized equipment, processes and techniques developed to further the business of the United or any of the Subsidiaries; or

(ii)           pertaining to trade secrets as defined in the Restatement of Torts which the parties accept as an appropriate statement of law; or

(iii)           of the type described above which United or any of the Subsidiaries obtained from another party and which United treats as proprietary or designates as confidential, whether or not owned or developed by United or any of the Subsidiaries.

Employee shall use Confidential Information only for the benefit of United or any of the Subsidiaries and not for Employee’s own benefit.  Employee shall not take Confidential Information or related materials upon termination of Employee’s employment.  Employee shall not interfere or attempt to interfere with United’s or any of the Subsidiaries’ access to Confidential Information.  Employee shall not destroy Confidential Information in any form, except as permitted by United.

Confidential Information shall be disclosed and used only by staff members of United and the Subsidiaries who have a need to access it in order to do their jobs, shall be maintained in secure physical locations, and shall not be disclosed to any other company or person except in connection with the business activities of United or any of the Subsidiaries.

Confidential Information created by Employee during Employee’s employment with United that relates to the business of United or any of the Subsidiaries (or prospective business opportunities), or uses Confidential Information created with resources of United or any of the Subsidiaries (including staff, premises and equipment), belongs to United.  The term “Confidential Information” includes copyrightable works of original authorship (including but not limited to reports, analyses, and compilations, business plans, new product plans), ideas, inventions (whether patentable or not), know-how, processes, trademarks and other intellectual property.  All works of original authorship created during Employee’s employment are “works for hire” as that term is used in connection with the U.S. Copyright Act.  Employee hereby assigns to United all rights, title and interest in work product, including copyrights, patents, trade secrets, trademarks and know-how.

The confidentiality provisions of this Agreement survive termination of the employment relationship with United and the Subsidiaries and shall survive for so long a period of time as the Confidential Information is maintained by United or any of the Subsidiaries as confidential.

(c)           Nonsolicitation of Employees and Customers.  This Agreement’s no solicitation provisions form a material part of the consideration relied upon by United in entering into this Agreement. These no solicitation provisions apply to Employee regardless of whether Employee is acting on behalf of Employee or a third party.  During the term of Employee’s employment and for a period of one (1) year after Employee’s last day of employment, Employee agrees not to, directly or indirectly:

(i)           induce, influence or solicit any stockholder, director, officer, joint venture, investor, leaser, supplier, customer or any other person with a business relationship with United or any of the Subsidiaries to discontinue or reduce or modify the extent of its relationship with United or any of the Subsidiaries; or

(ii)           solicit, recruit, encourage, hire, employ or seek to employ, or cause any other business to solicit, recruit, encourage, hire, employ or seek to employ, or otherwise induce or influence any current or former employee of United or any of the Subsidiaries to reduce, modify or terminate an employment or agency relationship with United or any of the Subsidiaries unless the employment relationship between the employee and United and the Subsidiaries has been terminated for a minimum of six (6) months at the time of the solicitation, recruitment or other contact.

7.Employment by United.  The award of the Stock Appreciation Rights under this Agreement shall not impose upon United or any of its Subsidiaries any obligation to retain Employee in its employ for any given period or upon any specific terms of employment.  United or any of its Subsidiaries, as appropriate, may at any time dismiss Employee from employment, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided in any written agreement with Employee.

8.Stockholder Rights.  Employee shall have no rights as a stockholder by reason of the Stock Appreciation Rights or with respect to any shares to be received upon exercise of the Stock Appreciation Rights until the date of issuance of shares of Common Stock to Employee.

9.Withholding.  United and its Subsidiaries shall be entitled to (a) withhold and deduct from Employee’s future wages (or from other amounts that may be due and owing to Employee from United or any of its Subsidiaries), or make other arrangements for the collection of, all amounts necessary to satisfy any and all federal, state, and local withholding and employment-related tax requirements attributable to the Stock Appreciation Rights under this Agreement, including without limitation, attributable to the award, vesting or exercise of the Stock Appreciation Rights; or (b) require Employee promptly to remit the amount of such withholding to United before taking any action with respect to the Stock Appreciation Rights.  Employee acknowledges that Employee is obligated to pay the amount of such withholding. Unless the Committee provides otherwise, withholding may be satisfied by withholding shares to be received upon exercise of the Stock Appreciation Rights or by delivery to United of previously owned Common Stock, in which case the shares withheld shall be valued at the Market Value as of the date of the taxable event.

10.Severability and Savings Clause.  The Company may unilaterally amend this Agreement if the Committee or the Company’s Board of Directors determines an amendment is appropriate to avoid any material risk of a violation of or penalties under any law or regulation or to avoid any other material and unintended adverse consequence to the Company.  If a court of competent jurisdiction determines that any provision of the Plan or this Agreement or any portion of a provision is void or unenforceable, only such provision or portion will be rendered void or unenforceable.  The remainder of this Agreement will continue in full force and effect.  If a court of proper jurisdiction determines that any of Employee’s covenants in Section 6 of this Agreement is overbroad as to duration, coverage, or geographic scope, it is the intent of the parties that such covenant will be limited in such jurisdiction to the extent necessary to allow its enforcement.

11.Effective Date.  The Stock Appreciation Rights Agreement shall be effective as of the date first set forth above.

12.Amendment.  This Agreement shall not be modified except in a writing executed by the parties hereto.

13.Agreement Controls.  The Plan is incorporated in this Agreement by reference.  Capitalized terms not defined in this Agreement shall have those meanings provided in the Plan.  In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of this Agreement shall control.

UNITED BANCORP, INC.
by
Its
	“United”
	Signature
	Print name
	“Employee”

5166091-3

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

I, Robert K. Chapman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of United Bancorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Robert K. Chapman	April 22, 2011
Robert K. Chapman (Principal Executive Officer)	Date
President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

I, Randal J. Rabe, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of United Bancorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Randal J. Rabe	April 22, 2011
Randal J. Rabe (Principal Financial Officer)	Date
Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

In connection with the accompanying Quarterly Report on Form 10-Q of United Bancorp, Inc. (“Company”) for the quarter ended March 31, 2011 (“Report”), each of the undersigned, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Robert K. Chapman	April 22, 2011
Robert K. Chapman (Principal Executive Officer)	Date
President and Chief Executive Officer

/s/ Randal J. Rabe	April 22, 2011
Randal J. Rabe (Principal Financial Officer)	Date
Executive Vice President and Chief Financial Officer