Exhibit
3.2




AMENDED
AND RESTATED CODE OF REGULATIONS


of


UNITED
BANCORP, INC.





(Last
amended April 16, 2008)









MEETINGS
OF SHAREHOLDERS




Section
1.Annual
Meeting.





The annual meeting of shareholders of
the Corporation shall be held on the third Wednesday in April or at such other
time and on such business day as the directors may determine each
year.  The annual meeting shall be held at the principal office of the
Corporation or at such other place within or without the State of Ohio as the
directors may determine.  The directors shall be elected at the annual
meeting of shareholders and such other business transacted as may properly be
brought before the meeting.





Section
2.  Special
Meetings.





Special meetings of the shareholders
may be called at any time by the Chairman of the Board, the President, or by the
directors by action at a meeting or a majority of the directors acting without a
meeting or by shareholders holding 50% or more of the outstanding shares
entitled to vote at the special meeting of shareholders.  Such
meetings may be held within or without the State of Ohio at such time and place
as may be specified in the notice thereof.





Section
3.  Notice of
Meetings.





Written notice of every annual or
special meeting of the shareholders stating the time, place and purposes thereof
shall be given to each shareholder entitled to notice as proved by law, not less
than seven nor more than sixty days before the date of the
meeting.  Such notice may be given by or at the direction of the
Chairman of the Board, the Chief Executive Officer, the President, any Vice
President or the Secretary by personal delivery or by mail addressed to the
shareholder at his last address as it appears on the records of the
Corporation.  Any shareholder may waive in writing notice of any
meeting, either before or after the holding of such meeting, and, by attending
any meeting without protesting the lack of proper notice, shall be deemed to
have waived notice thereof.







Section
4.  Quorum and
Adjournments.





Except as may be otherwise required by
law or by the Articles of Incorporation or these Regulations, the holders of a
majority of the then outstanding shares entitled to vote in an election of
directors, taken together as a single class (“Voting Shares”), present in person
or by proxy, shall constitute a quorum; proved that any meeting duly called,
whether a quorum is present or otherwise may, by vote of the holders of the
majority of the Voting Shares represented at the meeting, be adjourned from time
to time, in which case no further notice of any such adjourned meeting need be
given.





Section
5.  Business to be
Conducted at Meetings.





At any meeting of shareholders, only
such business shall be conducted as shall have been properly brought before the
meeting.  To be properly brought before a meeting of shareholders,
business must be specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the directors, otherwise properly brought before
the meeting by or at the direction of the directors or otherwise properly
brought before the meeting by a shareholder.  For business to be
properly brought before a meeting of shareholders by a shareholder, the
shareholder must have given timely notice thereof in writing to the Secretary of
the Corporation.  To be timely, a shareholder’s notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than twenty-five (25) days nor more than sixty (60) days
prior to the meeting; provided, however, that in the event that less than
twenty-five (25) days’ notice or prior public disclosure of the date of the
meeting is given or made to the shareholders, notice by the shareholder to be
timely must be so received not later than the close of business on the tenth
(10th) day
following the earlier of the day on which such notice of the date of the meeting
was mailed or such public disclosure was made.  A shareholder’s notice
to the Secretary shall set forth as to each matter the shareholder proposes to
bring before the meeting (i) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (ii) the name and record address of the shareholder proposing such
business, (iii) the class and number of shares of the Corporation which are
beneficially owned by such shareholder, and (iv) any material interest of such
shareholder in such business.





Notwithstanding anything in the
Regulations of the Corporation to the contrary, no business shall be conducted
at a meeting of shareholders except in accordance with the procedures set forth
in this Section 5.





The Chairman of the meeting of
shareholders shall, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting in accordance with the
provisions of this Section 5 in which event any such business not properly
brought before the meeting shall not be acted upon.







DIRECTORS




Section
6.  Number.





The number of directors shall not be
less than seven (7) nor more than twenty-five (25), the exact number of
directors to be determined from time to time by the majority vote of the
directors then in office, and such exact number shall be seven (7) until
otherwise so determined.





Section
7.  Nominations.





(a)  Only persons who are
nominated in accordance with the procedures set forth in this Section 7 shall be
eligible for election by shareholders as directors.  Nominations of
persons for election as directors of the Corporation may be made by or at the
direction of the board of directors or by any shareholder of the Corporation
entitled to vote for the election of directors at the meeting who complies with
the notice procedures set forth in paragraph (b) of this Section 7.





(b)  Nominations other than
those made by or at the direction of the directors, shall be made only pursuant
to timely notice in writing to the Secretary of the Corporation.  To
be timely, a shareholder’s notice shall be delivered to or mailed and received
at the principal executive offices of the Corporation not less than forty (40)
days nor more than sixty (60) days prior to the meeting.  Such
shareholder’s notice shall set forth (a) as to each person who is not an
incumbent director whom the shareholder proposes to nominate for election as a
director, (i) the name, age, business address and residence address of such
person; (ii) the principal occupation or employment of such person; (iii) the
class and number of shares of the Corporation which are beneficially owned by
such person; and (iv) any other information relating to such person that is
required to be disclosed in solicitations for proxies for election of directors
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended; and (b) as to the shareholder giving the notice, (i) the name and
record address of such shareholder and (ii) the class and number of shares of
the Corporation which are beneficially owned by such
shareholder.  Such notice shall be accompanied by the written consent
of each proposed nominee to serve as a director of the Corporation, if
elected.  The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the provisions of this Section 7, and, if he should so
determine, the defective nomination shall be void and ineffective and the person
or persons so nominated shall not be eligible for election.





Section
8.  Election and
Term of Office of Directors.





The directors shall be elected annually
to serve until the next annual meeting of shareholders and until their
successors shall have been elected, or until their earlier death, resignation,
or removal from office.





Section
9.Removal.





Subject to the rights of the holders of
any series of Preferred Shares then outstanding, directors may be removed from
office at any time, but only for cause, and only by the affirmative vote of the
holders of not less than seventy-five percent (75%) of the voting power of the
outstanding Shares entitled to vote generally in the election of directors,
voting together as a single class.  Directors may also be removed by
action of the Board of Directors for the reasons provided by the Ohio Revised
Code.





For the purposes of this Section,
“cause” shall mean:  (i) declaration of unsound mind by order of
court; (ii) conviction of a felony or misdemeanor involving moral turpitude;
(iii) a final judgment by a court of competent jurisdiction that the director
committed a gross dereliction of his or her duties as a director which resulted
in material injury to the Corporation; (iv) a final judgment by a court of
competent jurisdiction that the director willfully violated any banking law,
rule, regulation or final cease-and-desist order entered by federal and state
banking regulators; or (v) a final judgment by a court of competent jurisdiction
that the director engaged in intentional misconduct or a knowing violation of
law, and that such misconduct or violation resulted in both material injury to
the Corporation and an improper substantial personal benefit.





Section
10.  Vacancies.





Whenever any vacancy shall occur among
the directors, the remaining directors shall constitute the directors of the
Corporation until such vacancy is filled or until the number of directors is
changed pursuant to Section 6 hereof.  Except in cases where a
director is removed as provided by law and these Regulations and his successor
is elected by the shareholders, the remaining directors may, by a vote of a
majority of their number, fill any vacancy for the unexpired term.  A
majority of the directors then in office may fill any vacancy that results from
an increase in the number of directors.





Section
11.  Quorum and
Adjournments.





A majority of the directors in office
at the time shall constitute a quorum, provided that any meeting duly called,
whether a quorum is present or otherwise, may, by vote of a majority of the
directors present, adjourn from time to time and place to place within or
without the State of Ohio, in which case no further notice of the adjourned
meeting need be given.  At any meeting at which a quorum is present,
all questions and business shall be determined by the affirmative vote of not
less than a majority of the directors present, except as is otherwise provided
in the Articles of Incorporation or these Regulations or is otherwise authorized
by Section 1701.60(A)(1) of the Ohio Revised Code.




Section
12.  Organization
Meeting.





Immediately after each annual meeting
of the shareholders at which directors are elected, or at the next regular
meeting of the directors thereafter, the directors shall hold an organization
meeting for the purpose of electing officers and transacting other
business.  If held immediately after the annual meeting, notice of
such meeting need not be given.





Section
13.  Regular
Meetings.





Regular meetings of the directors may
be held at such times and places within or without the State of Ohio as may be
provided for in by-laws or resolutions adopted by the directors and upon such
notice, if any, as shall be so provided for.





Section
14.  Special
Meetings.





Special meetings of the directors may
be held at any time within or without the State of Ohio upon call by the
Chairman of the Board, the President, or by any two directors.  Notice
of each such meeting shall be given to each director by mail, not less than five
(5) days prior to such meeting, or by personal delivery, telecopy, electronic
mail or by telephone not less than the day prior to such meeting.  Any
director may waive in writing notice of any meeting, and, by attending any
meeting without protesting the lack of proper notice, shall be deemed to have
waived notice thereof.  Unless otherwise limited in the notice
thereof, any business may be transacted at any organization, regular or special
meeting.




EXECUTIVE
COMMITTEE AND OTHER COMMITTEES




Section
15.  Membership and
Organization.





(a) The
directors, at any time, may elect from their number an Executive Committee which
shall consist of three or more directors of the Corporation, each of whom shall
hold office during the pleasure of the directors and may be removed at any time,
with or without cause, by vote thereof.




(b) Vacancies
occurring in the Executive Committee may be filled by the
directors.




(c)
              In
      the event the directors have not designated a Chairman of the Executive
      Committee, the Executive Committee shall appoint one of its own number as
      Chairman of the Executive Committee who shall preside at all meetings and
      may also appoint a Secretary (who need not be a member of the Executive
      Committee) who shall keep its records and who shall hold office at the
      pleasure of the Executive
Committee.





Section
16.  Meetings.





(a) Regular
meetings of the Committee may be held without notice of the time, place or
purposes thereof and shall be held at such times and places within or without
the State of Ohio as the Committee may from time to time
determine.




(b) Special
meetings may be held upon notice of the time, place and purposes thereof
at any place within or without the State of Ohio and until otherwise ordered by
the Committee shall be held at any time and place at the call of the Chairman or
any two members of the Committee.




(c) At
any regular or special meeting the Committee may exercise any or all of its
powers, and any business which shall come before any regular or special meeting
may be transacted thereat, provided a majority of the Committee is present, but
in every case the affirmative vote of a majority of all of the members of the
Committee shall be necessary to take any action.







(d) Any
authorized action by the Committee may be taken without a meeting by a writing
signed by all the members of the Committee.




Section
17.  Powers.





Except as its powers, duties and
functions may be limited or prescribed by the directors, during the intervals
between the meetings of the directors, the Committee shall possess and may
exercise all the powers of the directors provided that the Committee shall not
be empowered to declare dividends, elect or remove officers at the level of
Executive Vice President or above, fill vacancies among the directors or
Executive Committee, adopt an agreement of merger or consolidation, recommend to
the shareholders the sale, lease or exchange of all or substantially all of the
Corporation’s property and assets, nor recommend to the shareholders a
dissolution of the Corporation or revocation of a dissolution.  All
actions of the Committee shall be reported to the directors at their meeting
next succeeding such action.





Section
18.  Other
Committees.





(a) The
directors may elect other committees from among the directors in addition
to or in lieu of the Executive Committee and give to them any of the powers
which under the foregoing provisions could be vested in the Executive
Committee.




(b) Vacancies
occurring in any committee formed pursuant to Section 18(a) may be filled
by the directors.




OFFICERS




Section
19.  Officers
Designated.





The directors, at their organization
meeting or at a special meeting held in lieu thereof or to the extent otherwise
necessary shall elect, and unless otherwise determined by the directors there
shall be, a Chairman of the Board, a President, a Chief Executive Officer, a
Secretary, a Treasurer and, in their discretion, one or more Vice Presidents,
who may be designated an Executive or Senior Vice President, an Assistant
Secretary or Secretaries, an Assistant Treasurer or Treasurers, and such other
officers as the directors may deem appropriate.  Any two or more of
such offices other than that of President and Vice President, or Secretary and
Assistant Secretary, or Treasurer and Assistant Treasurer, may be held by the
same person, including, without limitation, the office of the Chairman of the
Board and the President but no officer shall execute, acknowledge or verify any
instrument in more than one capacity if such instrument is required by law, the
Articles of Incorporation, these Regulations or any by-laws to be executed,
acknowledged, or verified by two or more officers.  The Chief
Executive Officer shall be a director and shall also be either the Chairman of
the Board or the President.







Section
20.  Tenure of
Office.





The officers of the Corporation shall
hold office for such terms as the directors shall determine from time to
time.  The directors may remove any officer at any time with or
without cause by a majority vote of the directors in office at the
time.  A vacancy, however created, in any office may be filled by
election by the directors.





Section
21.  Chairman of the
Board.





The
Chairman of the Board shall preside at meetings of the shareholders and
directors, shall initiate and develop broad corporate policies and shall have
such other powers and duties as may be prescribed by the
directors.  Except where the signature of the President is required by
law, the Chairman of the Board shall possess the same power as the President to
execute all authorized deeds, mortgages, bonds, contracts and other instruments
and obligations in the name of the Corporation.  The Chairman of the
Board and the President may be the same person.





Section
22.  President.





The President of the Corporation shall
have general supervision over its property, business and affairs, subject to the
directions of the Chairman of the Board or the directors.  Unless
otherwise determined by the directors, he shall have authority to execute all
authorized deeds, mortgages, bonds, contracts and other instruments and
obligations in the name of the Corporation, and in the absence of the Chairman
of the Board shall preside at meetings of the shareholders and the
directors.  He shall have such other powers and duties as may be
prescribed by the directors.





Section
23.  Vice
Presidents.





The Vice Presidents shall have such
powers and duties as may be prescribed by the directors or as may be delegated
by the Chairman of the Board or the President.





Section
24.  Secretary.





The Secretary shall attend and keep the
minutes of all meetings of the shareholders and of the directors.  He
shall keep such books as may be required by the directors and shall give all
notices of meetings of shareholders and directors, provided, however, that any
persons calling such meetings may, at their option, themselves give such
notice.  He shall have such other powers and duties as may be
prescribed by the directors, the Chairman of the Board or the
President.





Section
25.  Treasurer.





The Treasurer shall receive and have in
charge all money, bills, notes, bonds, stocks in other corporations and similar
property belonging to the Corporation and shall do with the same as shall be
ordered by the directors.  He shall keep accurate financial accounts
and hold the same open for inspection and examination of the
directors.  On the expiration of his term of office, he shall turn
over to his successor, or the directors, all property, books, papers and money
of the Corporation in his hands.  He shall have such other powers and
duties as may be prescribed by the directors, the Chairman of the Board or the
President.





Section
26.  Delegation of
Duties.





The directors are authorized to
delegate the duties of any officers to any other officer and generally to
control the action of the officers and to require the performance of duties in
addition to those mentioned herein.





Section
27.  Compensation.





The directors are authorized to
determine or to provide the method of determining the compensation of all
officers and directors.





Section
28.  Signing Checks
and Other Instruments.





The directors are authorized to
determine or provide the method of determining how checks, notes, bills of
exchange and similar instruments shall be signed, countersigned or
endorsed.




INDEMNIFICATION
OF DIRECTORS AND OFFICERS




Section
29.  Indemnification.





The Corporation shall indemnify any
director or officer and any former director or officer of the Corporation and
any such director or officer who is or has served at the request of the
Corporation as a director, officer or trustee of another corporation,
partnership, joint venture, trust or other enterprise (and his heirs, executors
and administrators) against expenses, including attorney’s fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him by
reason of the fact that he is or was such director, officer or trustee in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative to the full extent
permitted by applicable law.  The indemnification provided for herein
shall not be deemed to restrict the power of the Corporation (i) to indemnify
employees, agents and others to the extent not prohibited by law, (ii) to
purchase and maintain insurance or furnish similar protection on behalf of or
for any person who is or was a director, officer or employee of the Corporation,
or any person who is or was serving at the request of the Corporation as a
director, officer, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or incurred by him in any such capacity or arising out of
his status as such, and (iii) to enter into agreements with persons of the class
identified in clause (ii) above indemnifying them against any and all
liabilities (or such lesser indemnification as may be provided in such
agreements) asserted against or incurred by them in such
capacities.




PROVISIONS
IN ARTICLES OF INCORPORATION




Section
30.  Provisions in
Articles of Incorporation.





These Regulations are at all times
subject to the provisions of the Articles of Incorporation of the Corporation as
the same may be in effect from time to time.









LOST
CERTIFICATES




Section
31.  Lost
Certificates.





The directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon such terms and
conditions as they may deem advisable upon satisfactory proof of loss or
destruction thereof.  When authorizing such issue of a new
certificate, the directors may, as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate, or his
legal representative, to advertise the same in such manner as the directors
shall require and/or to give the Corporation a suitable bond or indemnity
against loss by reason of the issuance of a new certificate.




RECORD
DATES




Section
32.  Record
Dates.





For any
lawful purpose, including, without limitation, the determination of the
shareholders who are entitled to:  (i) receive notice of or to vote at
a meeting of shareholders; (ii) receive payment of any dividend or distribution;
(iii) receive or exercise rights of purchase of or subscription for, or exchange
or conversion of, shares or other securities, subject to contract rights with
respect thereto; or (iv) participate in the execution of written consents,
waivers, or releases, the directors may fix a record date which shall not be a
date earlier than the date on which the record date is fixed and, in the cases
provided for in clauses (i), (ii) and (iii) above, shall not be more than ninety
(90) nor fewer than seven (7) days, unless the Articles of Incorporation specify
a shorter or a longer period for such purpose, preceding the date of the meeting
of the shareholders, or the date fixed for the payment of any dividend or
distribution, or the date fixed for the receipt or the exercise of rights, as
the case may be.




CONTROL
SHARE ACQUISITIONS




Section
33. Control Share
Acquisitions.




The Corporation shall not be subject to
the provisions of Section 1701.831 of the Ohio Revised Code regarding “control
share acquisitions” of shares of the Corporation.




AMENDMENTS




Section
34.  Amendments.





These
Regulations may be amended or repealed in following manner.





(a)           At
any meeting of shareholders called for that purpose by the affirmative vote of
the holders of record of shares entitling them to exercise a majority of the
voting power on such proposal;





(b)           by
the directors unless with respect to any such amendment a provision of the Ohio
Revised Code reserves such authority to the shareholders.





(c)           Notwithstanding
the provisions of Section 34(a) hereof and notwithstanding the fact that a
lesser percentage may be specified by law or any other provision of these
Regulations, the amendment, alteration, change or repeal of, or adoption of any
provisions inconsistent with, Sections 9, 33 or 34(c) of these Regulations shall
require the affirmative vote of holders of shares representing at least eighty
percent (80%)  of the voting power of the Corporation, unless such
amendment, alteration, change, repeal or adoption has been recommended by at
least two-thirds of the members of the Board of Directors of the Corporation
then in office, in which event the provisions of Section 34(a) hereof shall
apply.