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                                  EXHIBIT 10.1

                       RETIREMENT AND CONSULTING AGREEMENT



         THIS RETIREMENT AND CONSULTING AGREEMENT ("Agreement") is made and
entered into this _____ of ___________________________, 2005, by and between
UNITED BANCORP, INC., a Michigan corporation ("UBI"), UNITED BANK & TRUST, a
Michigan banking corporation ("UB&T"), UNITED BANK & TRUST - WASHTENAW, a
Michigan banking corporation ("UB&T-W"), and DAVID S. HICKMAN ("Hickman").

         WITNESSETH:

         WHEREAS, UBI is a bank holding company and the sole shareholder of UB&T
and UB&T-W; and

         WHEREAS, Hickman is the Chairman of the Board of Directors of both UBI
and UB&T, and a Director of UB&T-W; and

         WHEREAS, UBI, UB&T, UB&T-W and Hickman desire to document their mutual
agreement concerning the terms of Hickman's retirement as an active employee of
UBI and UB&T, and his engagement as a consultant for UBI, UB&T and UB&T-W, all
on the terms and conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual covenants of the parties
as herein contained,

         IT IS AGREED AS FOLLOWS:

A.       Retirement Provisions. The following enumerated provisions shall govern
         Hickman's retirement as an employee of UBI and UB&T:

         1.   Effective Date. Effective at the close of business on December 31,
              2005, Hickman's Employment Contract shall terminate, including a
              termination of compensation and all benefits (including but not
              limited to medical insurance, group life insurance, LTD insurance,
              and cafeteria plan participation).

         2.   Payments from Employee Plans. Hickman shall be entitled to the
              following enumerated payments from Plans in which he participates:

              a.   Supplemental Employee Retirement Plan ("SERP"). Payment in
                   accordance with the SERP beginning in January 2006 at the
                   rate of $5,088 per month for a total of one hundred eighty
                   (180) months.

              b.   Management Committee Incentive Compensation Plan ("MCICP"). A
                   Group 2 level bonus for the year 2005 to be paid in January
                   2006. Hickman shall not be entitled to any further
                   participation in the MCICP.

              c.   401(k) Plan. A matching contribution and profit sharing
                   contribution shall be made for Hickman for calendar year
                   2005, the contribution to be made in January 2006.
                   Thereafter, Hickman shall not be entitled to any further
                   401(k) match or profit sharing contributions. Promptly
                   following payment of the contributions for 2005, Hickman
                   agrees to roll-over his 401(k) account into his existing
                   Individual Retirement Account maintained with the Trust &
                   Investment Group of UB&T ("T&IG").

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              d.   Stock Options. Hickman shall receive a stock option award for
                   calendar year 2005 as a Group 2 participant. Thereafter,
                   Hickman shall not be eligible for further stock option awards
                   in any capacity, specifically including his continuing
                   capacity as a director of UBI, UB&T and UB&T-W.

              e.   Group Carve Out Life Insurance. The group carve out life
                   insurance benefits to be assigned to Hickman, with Hickman to
                   pay all future premiums beginning with the premium in the
                   amount of $12,200 due in March 2006.

              f.   Defined Bonus Stock Plan. Hickman's deferred balance in this
                   Plan computed at December 31, 2005 shall be paid to Hickman
                   in the form of UBI shares in January 2006.

              g.   Incentive Compensation Plan. Hickman's balance in the amount
                   of $25,471 determined as of December 31, 2004, plus interest
                   for calendar year 2005, will be paid to Hickman in January
                   2006.

              h.   No Other Payments or Benefits. Except as specifically set
                   forth above, Hickman shall be entitled to no other
                   compensation or benefits arising out of his employment by UBI
                   and UB&T.

B.       Consulting Provisions. Effective January 1, 2006, Hickman agrees to
         provide consulting services to UBI, UB&T and UB&T-W on the following
         terms and conditions:

         1.   Consulting Services. Hickman agrees to render his part-time
              consulting services to UBI, UB&T and UB&T-W as an expert in the
              operation of bank holding companies and banks, emphasizing the
              following areas:

              a.   Business Development. Business development activities for
                   UB&T and UB&T-W, specifically including the T&IG of UB&T.

              b.   Adrian Marketing. Assistance with efforts to increase UB&T's
                   market position in Adrian.

              c.   Leadership Transition. Assist UB&T's president with a
                   successful transition into a leadership position in Lenawee
                   County.

              d.   Holding Company Activities. Consultation with UBI's chairman
                   regarding holding company opportunities, challenges and
                   corporate governance.

              e.   ABA and MBA Service. Continue active involvement with the
                   American Bankers Association ("ABA") and the Michigan Bankers
                   Association ("MBA") on behalf of UBI and its banks.

              f.   Community Involvement. Continue Hickman's history of activity
                   community involvement in Lenawee County on behalf of UBI and
                   UB&T, and in Washtenaw County on behalf of UB&T-W.

         It is contemplated by the parties that Hickman will be reasonably
         available to UBI, UB&T and UB&T-W, and will devote his approximately
         fifty percent (50%) part-time efforts to these consulting activities in
         a manner reasonably consistent with the requirements of UBI, UB&T and
         UB&T-W, but the parties agree that Hickman shall not be committed to
         set aside a specific amount of time for the affairs of UBI, UB&T and
         UB&T-W.

         2.   Term of Agreement. This Agreement shall be for a term of five (5)
              years, commencing January 1, 2006 and terminating on December 31,
              2010, subject to the right of UBI,

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              UB&T and UB&T-W, or Hickman, to terminate this Agreement with or
              without cause on ninety (90) days' advance written notice to the
              opposite party or parties. This Agreement shall also terminate
              upon the death or the occurrence of the total and permanent
              disability of Hickman.

         3.   Covenants of Hickman. As a material part of the consideration to
              be received by UBI, UB&T and UB&T-W in accordance with this
              Agreement, Hickman hereby covenants as follows:

              a.   Confidential Information. In connection with Hickman's
                   consulting services for UBI, UB&T and UB&T-W, Hickman will
                   have access to information or materials that are considered
                   trade secrets, confidential and/or proprietary information
                   ("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.

                   (i)    Information created by Hickman during the term of this
                          Agreement that relates to the business of UBI, UB&T
                          and/or UB&T-W (or prospective business opportunities),
                          or uses UBI, UB&T and/or UB&T-W Information, or is
                          created by UBI, UB&T and/or UB&T-W resources
                          (including staff, premises and equipment) is the
                          property of UBI, UB&T and/or UB&T-W. This Information
                          includes copyrightable works of original authorship
                          (including, but not limited to, reports, analyses,
                          compilations, business plans, new product plans),
                          ideas, inventions (whether patentable or not),
                          knowhow, processes, trademarks and other intellectual
                          property. All works of original authorship created by
                          Hickman during the term of this Agreement are "works
                          for hire," as that term is used in connection with the
                          United States Copyright Act. Hickman hereby assigns to
                          UBI all rights, title and interest in work product,
                          including copyrights, patents, trade secrets,
                          trademarks and knowhow.

                   (ii)   Hickman shall use Information only for the benefit of
                          UBI, UB&T and/or UB&T-W and not for his own benefit.
                          Hickman shall not disclose Information to third
                          parties, and shall not take Information or the UBI,
                          UB&T and/or UB&T-W materials upon termination of this
                          Agreement.

                   (iii)  Information created by Hickman to be used by UBI, UB&T
                          and/or UB&T-W staff 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 personal or entity except in connection with the
                          business activities of UBI, UB&T and/or UB&T-W.

                   (iv)   The confidentiality provisions of this Agreement shall
                          survive termination of the Agreement for so long a
                          period of time as the Information is maintained by
                          UBI, UB&T and/or UB&T-W as confidential.

              b.   Nonsolicitation of Employees and Customers.

                   (i)    During the term of this Agreement and for a period of
                          one (1) year thereafter, Hickman agrees not to hire,
                          and not to solicit for hire, any then-current UBI,
                          UB&T and/or UB&T-W employees or to contact such

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                          employees for the purpose of inducing them to
                          terminate their employment by UBI, UB&T and/or UB&T-W.

                   (ii)   During the term of this Agreement and for a period of
                          his Agreement and for a period of one (1) year
                          thereafter, Hickman agrees not to contact any
                          then-current UBI, UB&T and/or UB&T-W customers for the
                          purpose of inducing them to leave UBI, UB&T and/or
                          UB&T-W or to discourage them from doing business with
                          UBI, UB&T and/or UB&T-W. Hickman agrees that during
                          the above defined period of time he will not provide
                          the type of services he provided under this Agreement
                          to any person or business entity who was a customer of
                          UBI, UB&T and/or UB&T-W at the time of termination of
                          this Agreement.

              c.   Noncompete. During the term of this Agreement and for one (1)
                   year thereafter, Hickman agrees not to provide the types of
                   services he provided under this Agreement in either UB&T's or
                   UB&T-W's delineated Community Reinvestment Act areas. This
                   prohibition includes services whether as an employee,
                   independent contractor, officer, director, consultant,
                   partner, or in any other capacity whatsoever.

         4.   Payment for Services. As payment for Hickman's consulting services
              under this Agreement, UBI, UB&T and/or UB&T-W agree to pay Hickman
              consulting fees totaling $150,000 per year, payable in
              installments of $12,500 per month, the first monthly installment
              to be paid in January 2006.

         5.   Expense Reimbursement. UBI, UB&T and/or UB&T-W will reimburse
              Hickman for reasonable business expenses incurred in the conduct
              of his consulting activities, such reimbursement to be in
              accordance with the normal expense reimbursement policies of UBI,
              UB&T and/or UB&T-W. Reimbursable expenses shall include reasonable
              expenses incurred by Hickman and his spouse for attendance at ABA
              and MBA functions to the extent such expenses are not paid by
              those organizations.

         6.   Independent Contractor Status. In performing services under this
              Agreement, Hickman will determine the method, means and manner of
              his performance, and shall not be subject to the general
              supervision and control of UBI, UB&T and/or UB&T-W, provided only
              that Hickman shall observe good professional business practices
              and shall conform to the requirements of paragraph 1, above. The
              parties intend to create by this Agreement the relationship of an
              independent contractor and not an employer/employee relationship.
              Hickman specifically acknowledges and agrees that in his capacity
              as an independent contractor he will not enjoy protection by UBI,
              UB&T and/or UB&T-W under either the Michigan Workers' Compensation
              Act or the Michigan Employment Security Act, nor will UBI, UB&T
              and/or UB&T-W be responsible to withhold state or federal income
              tax or social security from the independent contractor payments;
              and that Hickman shall therefore be solely responsible for the
              payment of appropriate state and federal taxes on an estimated
              basis, for the payment of social security taxes, and for providing
              such employment and/or fringe benefits as he may require.

         7.   Assignment. This Agreement shall not be assigned by any of the
              parties without the advance written consent of all other parties.

         8.   Governing Law. This Agreement shall be subject to and governed by
              the laws of the State of Michigan.

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         9.   Notices. All notices and other communications provided for in this
              Agreement shall be in writing and shall be deemed to have been
              duly given when personally delivered or mailed by United States
              Registered Mail, Return Receipt Requested, postage prepaid, as
              follows


                  Notice to UBI, UB&T and UB&T-W        Notice to Hickman
                  --------------------------------------------------------------

                  Chairman of the Board                 David S. Hickman
                  United Bancorp, Inc.                  9823 Dillingham Court
                  P.O. Box 248                          Tecumseh, Michigan 49286
                  Tecumseh, Michigan  49286


         10.  Binding Effect. This Agreement shall be binding upon and inure to
              the benefit of the parties hereto, and their respective heirs,
              personal representatives, successors and assigns, subject to the
              limitation on assignment as set forth above.



                          THE BALANCE OF THIS PAGE HAS
                          INTENTIONALLY BEEN LEFT BLANK


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         IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
as of the day and year first above written.



WITNESSES:                          United Bancorp, Inc., a Michigan corporation



                                By:
                                    --------------------------------------------
                                    Robert K. Chapman, President



                                    United Bank & Trust, a Michigan banking
                                    corporation



                                By:
                                    --------------------------------------------
                                    Randal J. Rabe, President



                                    United Bank & Trust - Washtenaw, a Michigan
                                    banking corporation



                                By:
                                    --------------------------------------------
                                    Robert K. Chapman, President



                                    --------------------------------------------
                                    David S. Hickman


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