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                                  EXHIBIT 10.4
                               EMPLOYMENT CONTRACT

     THIS EMPLOYMENT CONTRACT ("Contract") made and effective this 1st day of
January, 2006, by and between Todd C. Clark ("Employee") and UNITED BANK & TRUST
- WASHTENAW, 2723 S. State Street, P.O. Box 1127, Ann Arbor, Michigan 48106,
("Bank").

                                    RECITALS

A.   Bank is a wholly owned subsidiary of United Bancorp, Inc. ("UBI").

B.   Bank desires to continue to employ Employee.

C.   Employee desires to continue to be employed by Bank.

D.   There is continued activity by multi-bank holding companies in the
     acquisition of independent community banks, which often jeopardizes the
     continued employment of senior officers of the acquired bank, and Bank
     wishes to minimize the uncertainty and distraction caused by such activity,
     which would detract from Employee's ability to perform his/her duties, by
     providing Employee with some transition assistance if UBI or Bank is
     acquired or if there is a change in control of UBI or Bank, or if
     Employee's employment is terminated in anticipation of such an acquisition,
     merger, change in control, or similar transaction.

     NOW, THEREFORE, Bank and Employee hereby enter into this Employment
Contract on the following terms and conditions:

1.   Employment. Bank hereby employs Employee, and Employee accepts this
     employment and agrees to devote his/her full-time attention and energies to
     the performance of his/her employment duties.

2.   Term of Contract. This Contract shall be for a term of one (1) year
     beginning January 1, 2006, unless terminated earlier pursuant to the
     provisions of paragraph 3 and/or 6.

3.   Payment Upon Termination in Certain Circumstances. If, other than for a
     Change in Control, as defined in paragraph 7, below, Bank shall terminate
     Employee's employment other than for "Cause," as defined in paragraph 6,
     below, or by mutual agreement, Employee shall continue to receive his/her
     regular salary (the salary in effect immediately prior to such termination)
     and benefits (except for group carve out life insurance) for a period of
     six (6) months. This continuation of salary and benefits shall immediately
     cease if Employee secures employment before the end of the six (6) month
     period.

4.   Duties. The duties, responsibilities and authority of Employee shall be as
     determined by Bank from time to time.

5.   Compensation. Employee's annual salary for calendar year 2006 shall be
     $170,000, unless adjusted pursuant to the following provisions:

     a.   It is contemplated that an annual bonus shall be paid. Employee will
          be a Group 2 Participant in the Target Incentive Compensation Plan.

     b.   Employee shall receive the standard employee benefits of employees of
          Bank.

     c.   Changes may be made to the salary and fringe benefits herein set forth
          and such changes shall be set forth in Attachment A. Changes to the
          salary and fringe benefits are effective only after Attachment A has
          been signed by the Chairman of the Board of Bank and by the Employee.

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6.   Termination for Cause. Bank may terminate this Contract for "Cause," such
     termination to be immediate, without notice, at any time, and with
     compensation and benefits only to the date of the termination of Employee.
     The term "Cause" shall include the following enumerated and substantially
     equivalent matters:

     a.   a. the death of Employee;

     b.   the disability of Employee rendering him unable to perform the
          services required under the Contract for a period of 180 days;

     c.   known substance abuse by Employee;

     d.   felony conviction or plea (including a plea of guilty, nolo contendere
          or similar plea) of Employee;

     e.   misdemeanor conviction or plea (including a plea of guilty, nolo
          contendere or similar plea) of Employee, if the misdemeanor involves
          moral turpitude;

     f.   Employee's repeated unprofessional, irresponsible or disruptive
          language or conduct in the performance of his duties;

     g.   Employee's dishonesty, breach of professional or corporate ethics, or
          criticism by a regulatory agency involving a serious violation of law
          or regulations;

     h.   Employee's substantial breach of any significant term of this
          Contract, including, but not limited to, continued unsatisfactory job
          performance, or repeated uncooperative conduct.

7.   Suspension. Bank may suspend the employment of Employee resulting in the
     cessation of the performance of duties and the cessation of all
     compensation and benefits, in accordance with the following provisions:

     a.   If criminal charges as described in subparagraph 6.d. and e. are made
          against Employee, then Bank, acting in its discretion, may suspend
          Employee for any period of time, provided that the suspension shall
          end if such charges do not result in a conviction of a plea (of guilty
          or nolo contendere, etc.) of either the original charge(s) or any
          lessor charge(s).

     b.   If a regulatory agency criticizes Employee for regulatory violations
          as set forth in paragraph 6.g. above, Bank shall have the discretion
          to suspend Employee for any period of time, provided that if the
          alleged violations are resolved in the Employee's favor, the
          suspension shall end.

     The discretion invested in Bank as set forth in this paragraph 7, shall be
     exercised by the Chairman of its Board of Directors.

8.   Failure to Meet Goals and Objectives. In the event of Employee's repeated
     failure to meet goals and objectives which are established by the Board of
     Directors of Bank from time to time, Employee's employment may be
     terminated immediately, without notice, at any time, provided that Employee
     shall continue to receive his/her regular salary and benefits for a period
     of six (6) months in accordance with the provisions of paragraph 3, above.

9.   Employee Responsibilities Following Termination. Termination of this
     Contract shall not relieve Employee of his/her responsibilities to complete
     any records, cooperate with Bank on any litigation, audits, regulatory
     reviews, claims or investigations, and otherwise to fulfill all
     responsibilities under this Contract which should have been rendered prior
     to its termination.

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10.  Change in Control. For purposes of this Contract, a Change in Control of
     UBI or Bank shall be deemed to have occurred if:

     a.   there shall be consummated (i) any consolidation or merger of UBI in
          which UBI is not the continuing or surviving corporation or pursuant
          to which shares of UBI's common stock would be converted into cash,
          securities or other property, other than a merger of UBI in which the
          holders of UBI's common stock immediately prior to the merger have the
          same proportionate ownership of common stock of the surviving
          corporation immediately after the merger or (ii) any sale, lease,
          exchange or other transfer (in one transaction or a series of related
          transactions) of all, or substantially all, of the assets of UBI; or

     b.   the stockholders of UBI approved any plan or proposal for the
          liquidation or dissolution of UBI; or

     c.   except for any Employee Stock Ownership Plan of UBI or its affiliates,
          any person (as such term is used in Section 14(d)(2) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act")), shall become
          the beneficial owner (within the meaning of Rule 13d-3 under the
          Exchange Act) of twenty-five percent (25%) or more of UBI's
          outstanding common stock.

     d.   fifty percent (50%) or more of the outstanding common stock of Bank is
          not owned by UBI (unless the stock not owned by UBI was distributed to
          its shareholders in a reorganization transaction).

11.  Provisions Applicable in the Event of a Change in Control. If within twelve
     (12) months following the effective date of a Change in Control, Employee's
     employment is terminated by Bank (or a successor) for any reason (other
     than for a cause described in subparagraphs 6.a, b, c, d and e) or by
     Employee for any reason, Employee shall continue to receive for twelve (12)
     months thereafter salary payments (at a rate equal to Employee's regular
     base pay in effect immediately prior to such termination) and benefits.

12.  Confidential Information. The confidentiality provisions are a material
     part of the consideration relied upon by Bank in entering into this
     Contract:

     a.   In connection with Employee's employment with Bank, Employee will have
          access to information or materials of both Bank and UBI that are
          considered trade secret, confidential and/or proprietary
          ("Information"). Information includes, but is not limited to,
          compilations of data, strategic plans, sales and marketing plans,
          customer and supplier information, financial information, and proposed
          agreements, and applies to such Information whether communicated
          orally, in writing, electronically, or by any other means.

     b.   Information created by Employee during Employee's employment with Bank
          that relates to the business of Bank and/or UBI and its subsidiaries
          (or prospective business opportunities), or uses by Bank, UBI and/or
          its subsidiaries of Information created with resources of Bank, UBI
          and/or its subsidiaries (including staff, premises and equipment),
          belongs to Bank and/or UBI. The term "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 Bank all rights, title and interest in
          work product, including copyrights, patents, trade secrets, trademarks
          and know-how.

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     c.   Employee shall use Information only for the benefit of Bank, UBI
          and/or its subsidiaries and not for Employee's own benefit. Employee
          shall not take Information or the materials of Bank, UBI and/or its
          subsidiaries upon termination of Employee's employment.

     d.   Information shall be disclosed and used only by staff members of Bank,
          UBI and/or its 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 Bank, UBI and/or its
          subsidiaries.

     e.   The confidentiality provisions of this Contract survive termination of
          the employment relationship with Bank and shall survive for so long a
          period of time as the Information is maintained by Bank, UBI and/or
          its subsidiaries as confidential.

13.  Nonsolicitation of Employees and Customers. The following nonsolicitation
     provisions form a material part of the consideration relied upon by Bank in
     entering into this Contract:

     a.   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
          hire, and not to solicit for hire, any then-current employees of Bank,
          UBI and/or its subsidiaries, or to contact them for the purpose of
          inducing them to leave Bank, UBI and/or its subsidiaries.

     b.   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
          contact any then-current customers of Bank, UBI and/or its
          subsidiaries for the purpose of inducing them to leave Bank, UBI
          and/or its subsidiaries or to discourage them from doing business with
          Bank, UBI and/or its subsidiaries. Employee agrees that, for such time
          period, Employee will not provide the type of services he provided
          under this Contract to any person or business customer who was a
          customer of Bank, UBI and/or its subsidiaries at the time of
          Employee's departure.

14.  Noncompete. Bank and Employee acknowledge and agree that by virtue of
     his/her past experience in the banking industry and his/her knowledge of
     the business of Bank, UBI and its subsidiaries, Employee is uniquely
     qualified to successfully compete with Bank, UBI and/or its subsidiaries.
     In recognition of these circumstances, and in consideration of Bank's
     continued employment of Employee in accordance with the terms of this
     Contract, Employee covenants and agrees that he/she will not, during the
     term of this Contract and one (1) year thereafter, engage in the counties
     of Lenawee and/or Washtenaw in any business which is competitive with a
     business then regularly conducted by Bank, UBI and/or its subsidiaries in
     either or both of said counties; provided, however, that the forgoing
     covenants shall not prohibit the Employee from owning, directly or
     indirectly, one percent (1%) or less of any publicly traded financial
     services corporation.

15.  Enforcement of Contract; Injunctive Relief Attorney Fees and Expenses.
     Employee acknowledges that violation of Sections 12, 13, and 14 of this
     Contract may cause irreparable damage to Bank, UBI and/or its subsidiaries,
     entitling them to injunctive relief and possible money damages. If Employee
     violates this Contract, in addition to all other remedies available to
     Bank, UBI and/or its subsidiaries at law, in equity, and under contract,
     Employee agrees that he/she is obligated to pay all of the costs
     enforcement of this Contract incurred by Bank, UBI and/or its subsidiaries,
     including attorney fees and expenses. The parties agree that venue
     concerning this Contract shall be Lenawee County, Michigan.

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16.  Notice. For purposes of this Contract, notices and all other communications
     provided for in this Contract shall be in writing and shall be deemed to
     have been duly given when delivered or mailed by United States registered
     mail, return receipt requested, postage prepaid, as follows:

     If to UBI:                 If to Employee:
     Chairman of the Board      Todd C. Clark
     United Bancorp, Inc.       6767 Park Road
     P.O. Box 248               Ann Arbor, MI 48103
     Tecumseh, Michigan 49286

     or such other address as either party may have furnished to the other in
     writing in accordance herewith, except that notices of change of address
     shall be effective only upon receipt.

17.  Miscellaneous Provisions. The following miscellaneous provisions form a
     part of this Contract:

     a.   Applicable Law. This Contract and the rights of the parties hereunder
          shall be interpreted, construed and performed in accordance with the
          laws of the State of Michigan.

     b.   Entire Agreement. This Contract as it may be modified in writing from
          time to time, constitutes the entire agreement between the parties,
          and supersedes any and all other agreements, oral or in writing, with
          respect to the subject matter contained herein.

     c.   Amendments. This Contract may be altered, amended or modified at any
          time, but only by written agreement executed by the parties hereto. No
          waiver of any provision of this Contract shall be valid unless made in
          writing and signed by the party against whom such waiver is sought.

     d.   Section Headings. Any section or paragraph title or caption contained
          in this Contract is for convenience only, and shall not be deemed a
          part of this Contract.

     e.   Invalid Provisions. The invalidity or unenforceability of any
          particular provision of this Contract shall not affect any other
          provision hereof. This Contract shall be construed and enforced as if
          the illegal provision were modified to conform with the applicable
          law, or if such modification is impossible, then as if the Contract
          did not contain the illegal provision.

     f.   Successors and Assigns. This Contract shall be binding upon, and shall
          inure to the benefit of the successors and assigns, including
          purchasers of Bank and/or UBI, and for purposes of realizing any
          benefits payable hereunder to Employee prior to his death, the heirs
          and personal representative of Employee. In no event shall Employee
          assign or delegate any of his rights, powers, duties and obligations
          under this Contract without prior written consent of Bank. Such
          consent shall not unreasonably be withheld. Bank shall have the right
          to assign and delegate any or all of its rights, powers, duties and
          obligations under this contract to UBI and/or any of its subsidiaries.

18.  Waiver of Jury Trial. Bank and Employee specifically and knowingly waive
     their rights to a jury trial.

19.  Arbitration. The parties agree that any dispute or controversy arising out
     of or in connection with this Contract shall be resolved by arbitration in
     accordance with the following provisions:

     a.   The arbitration proceeding shall be conducted under the Employment
          Dispute Resolution Rules of the American Arbitration Association in
          effect at the time a demand for arbitration of the dispute is made.
          The decision and award of the arbitrator made under the AAA rules

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          shall be exclusive, final and binding on all parties, their heirs,
          representatives, successors and assigns. Judgment upon the award
          rendered by the arbitrator may be rendered in any circuit court having
          jurisdiction of the matter. In the event Employee or Bank shall
          require equitable relief prior to the selection of an arbitrator to
          resolve the dispute, either party may seek temporary equitable relief
          from any court having jurisdiction of the dispute, subject to any
          final relief awarded by the arbitrator.

     b.   Limited civil discovery shall be permitted for the production of
          documents and the taking of depositions, provided, however, that no
          party is permitted to take the deposition of more than three witnesses
          except by agreement of the other party or upon order of the arbitrator
          pursuant to the motion of a party. Subject to the foregoing
          limitations, discovery shall be conducted in accordance with the
          Federal Rules of Civil Procedure with any enforcement issues resolved
          by the arbitrator.

     c.   The arbitration and all proceedings, discovery and any award of the
          arbitrator, is confidential. Neither the parties nor the arbitrator
          shall disclose any information gained during the course of the
          arbitration to any person or entity who is not a party to the
          arbitration unless permitted by law. Attendance at the arbitration
          shall be limited to the parties and those called as witnesses.

     IN WITNESS WHEREOF, the parties have executed this Contract, effective as
of the date first above written.

UNITED BANK & TRUST - Washtenaw


By: /S/ George H. Cress                 /S/ Todd C. Clark
    ---------------------------------   ----------------------------------------
    George H. Cress                     Todd C. Clark
    Chairman of the Board               Employee

                 SUBSTITUTE PERFORMANCE BY UNITED BANCORP, INC.

     United Bancorp, Inc. ("UBI") agrees that the services Employee performs for
any of its subsidiaries, including the Bank, directly or ultimately redound to
the benefit of UBI. In consideration of these benefits, UBI agrees that insofar
as the Bank, for any reason whatsoever, is unable to perform any obligations
assumed hereunder, UBI shall fully and timely perform the same.

                                        UNITED BANCORP, INC.


                                        By: /S/ David S. Hickman
                                            ------------------------------------
                                            David S. Hickman
                                            Chairman of the Board

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                                  ATTACHMENT A

Employee: Todd C. Clark                          Effective Date: January 1, 2006

Salary Per Annum: $170,000.

Variations to Benefits: Country Club dues/assessments paid by Bank if you
purchase membership.


/S/ Todd C. Clark                       January 11, 2006
-------------------------------------   Date
Todd C. Clark
"Employee"


/S/ George H. Cress                     January 11, 2006
-------------------------------------   Date
George H. Cress
Chairman, United Bank &
Trust - Washtenaw