Exhibit 99(a)

                           Registrants Proxy Statement
                       for its Annual Shareholders Meeting
                            held on November 23, 2004

<PAGE>



                                                                      EXHIBIT 99

                                     URGENT

                          IMMEDIATE RESPONSE REQUESTED



October 15, 2004

Dear Shareholder:

      On behalf of the Board of Directors and management of United Bancshares,
Inc., I am pleased to invite you to the 2004 Annual Meeting of Shareholders of
United Bancshares, Inc. which is to be held on Tuesday, November 23, 2004, at
9:00 A.M., local time, at the A.M.E First Episcopal District Headquarters, 3801
Market Street, 3rd Floor, Philadelphia, PA 19104. Accompanying this letter is a
Notice of Meeting, a Proxy Statement and a Proxy Card. Also accompanying this
letter is United Bancshares, Inc.'s Annual Report to its shareholders for the
year 2003.

      Shareholders who need directions to the location of the Annual Meeting
should call (215) 351-4600 between the hours of 8:30 A.M. and 4:30 P.M., local
time, on any business day.

      I urge you to read the enclosed material carefully and to complete, sign
and mail promptly the proxy card accompanying this letter so that your vote will
be counted. For your convenience, a self-addressed stamped envelope is enclosed
to return the completed proxy form.

      The officers, directors and staff of United Bank sincerely appreciate your
continuing support.


                                          Sincerely,



                                          Evelyn F. Smalls
                                          President and Chief Executive Officer

Enclosures


<PAGE>


                             UNITED BANCSHARES, INC.
                             300 North Third Street
                             Philadelphia, PA 19106

    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 23, 2004


Dear Shareholders,

     The Annual Meeting of the Shareholders of United Bancshares, Inc. will be
held at 9:00 A.M., local time, on Tuesday, November 23, 2004 at the A.M.E. First
Episcopal District Headquarters at 3801 Market Street, 3rd Floor, Philadelphia,
PA 19104 for the following purposes:

     1.   To re-elect three (3) Class A directors to serve until the expiration
          of their four (4) year terms and one (1) Class B and one (1) Class C
          director to serve until the expiration of the balance of the terms of
          directors that retired in 2003.

     2.   To ratify the appointment of Grant Thornton LLP as United Bancshares,
          Inc.'s independent certified public accountants for the year 2004.

     In their discretion, the proxies are authorized to act upon such other
matters as may properly come before the meeting. Reference is made to the
accompanying Proxy Statement for details with respect to the foregoing matters.
Only shareholders of record at the close of business on September 20, 2004, who
hold shares with voting rights, are entitled to notice of and to vote at the
Annual Meeting and any adjournment or postponement thereof. Such shareholders
may vote in person or by proxy.

                                       By Order of the Board of Directors



                                       William B. Moore, Secretary

Philadelphia, Pennsylvania
October 15, 2004


                                IMPORTANT NOTICE

     To assure your representation at the Annual Meeting, please complete, date,
sign, and promptly mail the enclosed Proxy Card in the return envelope. No
postage is necessary if mailed in the United States. Any shareholder giving a
proxy has the power to revoke it at any time prior to its use for any purpose.
Shareholders who are present at the meeting may withdraw their proxy prior to
its use for any purpose and vote in person.



<PAGE>

                         ANNUAL MEETING OF SHAREHOLDERS
                             United Bancshares, Inc.


                                 PROXY STATEMENT

                                  INTRODUCTION

Matters to be Considered at the Annual Meeting of Shareholders

     This Proxy Statement is being furnished to shareholders of United
Bancshares, Inc. ("UBS" or "the Corporation") in connection with the
solicitation of proxies by UBS for use at UBS' Annual Meeting of Shareholders to
be held on Tuesday, November 23, 2004, at 9:00 A.M., or any adjournment or
postponement thereof (the "Annual Meeting"). At the Annual Meeting, the
shareholders will consider and vote upon (i) the re-election of three (3) Class
A directors to serve until the expiration of their four (4) year terms and one
(1) Class B and one (1) Class C director to serve until the expiration of the
balance of the term of directors that retired in 2003, and; (ii) the
ratification of the appointment of Grant Thornton LLP as the independent
certified public accountants for UBS for the year 2004. The proxies are
authorized to transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof. The approximate date
upon which this Proxy Statement and the Proxy are to be mailed to shareholders
is October 15, 2004. The address of the executive office of UBS is 300 North
Third Street, Philadelphia, Pennsylvania 19106.


Date, Time and Place of Annual Meeting

     The Annual Meeting will be held on Tuesday, November 23, 2004, at 9:00 A.M.
local time, at the A.M.E. First Episcopal District Headquarters, 3801 Market
Street, 3rd Floor, Philadelphia, PA 19104.


Record Date and Voting

     The Board of Directors of UBS has fixed the close of business on September
20, 2004 as the record date for determining holders of record of UBS' Common
Stock, par value $0.01 per share, entitled to notice of and to vote at the
Annual Meeting or any adjournment or postponement thereof. Each holder of
record, of a voting share, is entitled to one vote per share on the matters to
be considered at the Annual Meeting.

     The holders of a majority of the outstanding shares of UBS' Common Stock,
with voting rights, present either in person or by proxy, will constitute a
quorum for the transaction of business at the Annual Meeting. As of September
20, 2004, there were 873,192 shares of UBS' Common Stock outstanding with voting
rights.

     Shares represented by properly executed proxies will be voted in accordance
with the directions indicated in the proxies, unless such proxies have
previously been revoked. Each properly executed proxy on which no voting
directions are indicated will be voted in favor of the adoption of the proposals
recommended by management of UBS, and in the discretion of the proxy agents as
to any other matters which may properly come before the Annual Meeting. A proxy
may be revoked by a shareholder at any time prior to its use for any purpose by
giving written notice of such revocation to William B. Moore, the Secretary of
UBS, at the executive office of UBS at 300 North Third Street, Philadelphia,
Pennsylvania 19106 or by appearing in person at the Annual Meeting and asking to
withdraw the proxy prior to its use for any purpose so that the shareholder can
vote in person. A later dated proxy revokes an earlier dated proxy.

     UBS does not know at this time of any business, other than that stated in
this Proxy Statement, which will be presented for consideration at the Annual
Meeting. If any unanticipated business is properly brought before the Annual
Meeting, the proxy agents will vote in accordance with their best judgment.

                                       1
<PAGE>

Other Matters

     UBS will bear the entire cost of soliciting proxies for the Annual Meeting.
In addition to the use of the mail, proxies may be solicited by personal
interview, telephone, telefax and telegram, by the directors, officers and
employees of UBS and by UBS' wholly-owned subsidiary United Bank of Philadelphia
(the "Bank"). Arrangements have been made with brokerage houses and other
custodians, nominees and fiduciaries for forwarding proxy material to beneficial
owners of UBS' Common Stock held of record by such persons, and UBS will
reimburse them for their expenses in doing so.


                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

      The following table sets forth certain information known to UBS, as of
September 20, 20041, with respect to the only persons to UBS' knowledge, who may
be beneficial owners of more than 5% of UBS' Common Stock.

                                                Amount and
                                                 Nature of       Percentage of
                                                Beneficial        Outstanding
                                                Ownership         Corporation
Name and Address                              of Corporation      Common Stock
of Beneficial Owner                            Common Stock          Owned
-------------------                            ------------         -------
Philadelphia Municipal                            71,667             8.20%
Retirement System
2000 Two Penn Center
Philadelphia, Pennsylvania 19102

Wachovia Corporation,
(formerly, First Union Corporation)(2)            50,000             5.73%
1 First Union Center
Charlotte, NC 28288

-------------------
(1)  As of September 20, 2004, there were 873,192 shares of UBS' voting Common
     Stock outstanding.

(2)  Wachovia Corporation owns 241,667 shares of UBS Common Stock of which
     50,000 are voting shares.


             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that UBS' directors and executive officers file reports of their holdings of
UBS' Common Stock with the Securities and Exchange Commission (the
"Commission"). Based on UBS' records and other information available to it, UBS
believes that the Commission's Section 16(a) reporting requirements applicable
to UBS' directors and executive officers were complied with for UBS' fiscal year
ended December 31, 2003.


                       UBS' AND BANK'S BOARD OF DIRECTORS

      The bylaws of UBS provide that a Board of Directors of not less than five
(5) and not more than twenty-five (25) directors shall manage UBS' business.
UBS' Board, as provided in the bylaws, is divided into four classes of
directors: Class A, Class B, Class C and Class D, with each class being as
nearly equal in number as possible. The Board of Directors has fixed the number
of directors at eleven (11), with three (3) members in Class A, two (2) members
in Class B, four (4) members in Class C, and two (2) members in Class D. (SEE
PROPOSAL 1--ELECTION OF DIRECTORS)

      Under UBS' bylaws, persons elected by the Board of Directors to fill a
vacancy on the Board serve as directors for the balance of the term of the
director who that person succeeds.

                                       2

<PAGE>

     The Board of Directors of UBS and the Board of Directors of the Bank meet
when necessary. The Executive Committee of the Bank meets in those months when
the UBS Board of Directors does not meet. The Executive Committees of UBS and
the Bank act in the stead of the Boards of Directors of UBS and the Bank,
respectively, and exercise the authority and powers of the Boards of Directors
at intervals between meetings of the Boards of Directors insofar as may be
permitted by law and have responsibility for the nomination of new directors.
The Asset and Liability Management Committee of the Bank's Board meets for the
purpose of managing and monitoring the Bank's exposure to interest rate risks,
market risk and liquidity risk. UBS' and the Bank's Audit Committees interface
with UBS' and the Bank's independent certified public accountants to review the
results of the annual audit. The Bank's Compliance addresses the Bank's
regulatory compliance matters. UBS has a nominating committee. UBS' Board of
Directors does not have a Compensation Committee of the Board since it has no
employees.

Directors' Qualifications

     In considering any individual nominated to be a director on UBS' and the
Bank's Board of Directors', the Board of Directors considers a variety of
factors, including whether the candidate is recommended by executive management,
the individual professional or personal qualifications, including business
experience, education and community and charitable activities and the
individual's familiarity with the communities in which UBS or the Bank is
located or is seeking to locate.

Procedures for Shareholder Nominations

     Section 3.4 of Article 3 UBS' bylaws provides that no shareholder shall be
permitted to nominate a candidate for election as a director, unless such
shareholder shall provide to the Secretary of UBS information about such
candidate as is equivalent to the information concerning candidates nominated by
the Board of Directors, that was contained in the UBS Proxy Statement for the
immediately preceding Annual Meeting of shareholders in connection with election
of directors. Such information consists of the name, age, any position or office
held with UBS or the Bank, a description of any arrangement between the
candidate and any other person(s), naming such persons pursuant to which he or
she was nominated as a director, his/her principal occupation for the five (5)
years prior to the meeting, the number of shares of UBS stock beneficially owned
by the candidate and a description of any material transactions or series of
transactions to which UBS or the Bank is a party and in which the candidate or
any of his affiliates has a direct or indirect material interest, which
description should specify the amount of the transaction and where practicable
the amount of the candidates interest in the transaction. Such information shall
be provided in writing not less than one hundred twenty (120) days before the
first anniversary preceding the annual meeting of UBS' shareholders. The of
Chairman of the Board of Directors is required to determine whether the director
nominations have been made in accordance with the provisions of the bylaws, and
if any nomination is defective, the nomination and any votes cast for the
nominee(s) shall be disregarded.

Code of Conduct

     UBS has a Code of Conduct ("Code") that governs the conduct of the
directors, officers and employees. The Code complies with requirements of
Sarbanes - Oxley Act of 2002 and the listing standards of NASDAQ and UBS
provides a copy of the Code to each director, officer and employee.

General Information About UBS' and Bank's Boards of Directors

     UBS' Board of Directors meets when necessary and during 2003 held eleven
(11) meetings, including UBS' organization meeting. In 2003, the Bank's Board of
Directors was scheduled to meet at least monthly, except in August and during
2003 held eleven (11) meetings. The independent directors of the UBS' and the
Bank's Board of Directors will hold regularly scheduled executive sessions on a
regular basis, but, in any event, not less than twice a year.

     Effective with the Annual Meeting in 2004, UBS has adopted a policy of
requiring all of its directors to attend UBS's annual meeting. At the annual
meeting held on July 29, 2003, nine (9) of UBS's twelve (12) directors attended
the meeting.

Information About the Committees of UBS' Board of Directors

     The Committees of UBS' Board of Directors are the Executive Committee and
the Audit/Compliance Committee. The Executive Committee, comprised of L.
Armstead Edwards (Chairman), Steven L. Sanders (Vice-Chairman), James F. Bodine,

                                       3

<PAGE>


Angela M. Huggins, William B. Moore, Evelyn F. Smalls, and Marionette Y. Wilson
meets, when necessary, at the call of the Chairman, and to exercise the
authority and powers of UBS' Board of Directors at intervals between meetings of
the Board of Directors insofar as may be permitted by law. The Executive
Committee held eleven (11) meetings during 2003.

Information about UBS' Audit/Compliance Committee and Financial Expert

     The Audit/Compliance Committee, comprised of Angela M. Huggins (Chairman),
James F. Bodine, L. Armstead Edwards, William B. Moore and Marionette Y. Wilson
meets when necessary at the call of the Chairman. The Committee meets with the
internal auditor to review audit programs and the results of audits of specific
areas, as well as other regulatory compliance issues. In addition, the Committee
meets with UBS' independent certified public accountants to review the results
of the annual audit and other related matters. Each member of the Committee is
"independent" as defined in the applicable listing standards of the National
Association of Securities Dealers ("NASDAQ"). The Committee held ten (10)
meetings during 2003.

     In February 2003, the Compliance Committee was combined with the Audit
Committee and is comprised of the same members. On a quarterly basis compliance
matters are addressed to included the review of regulatory compliance matters,
the Bank's compliance programs and the Community Reinvestment Act (CRA)
activities. The Committee held four (4) meetings in 2003.

     Each member of the Audit/Compliance Committee is independent and
financially literate as defined by NASDAQ. The Board of Directors of the Company
and the Bank have determined that Joseph T. Drennan4 is the "Financial Expert,"
as defined in the Securities and Exchange Commission's regulations.

Information About UBS' Nominating Committee

     The Nominating Committee, comprised of Angela M. Huggins (Chairman), L.
Armstead Edwards and Ernest L. Wright, meets at the call of the Chairman. The
Committee is responsible for considering and recommending future director
nominees to the Board of Directors of UBS and the Bank and the Committee will be
independent and meet the requirements for independence of the NASDAQ Stock
market ("NASDAQ"). The Nominating Committee a charter will be made available,
without charge, upon written request by the shareholders of UBS to the corporate
secretary of UBS and the charter will be attached to the Proxy Statement sent to
the UBS shareholders in connection with UBS' next Annual Meeting. The Committee
held three (3) meetings in 2003.

Meetings of UBS' Board and its Committees

     The total number of meetings of UBS' Board of Directors that were held in
2003 was eleven (11). All of the incumbent directors, who were directors during
2003 (i) attended at least seventy-five percent (75%) of the total number of
meetings of the Board of Directors, except Luis A. Cortes5, who attended fifty
percent (50%); and (ii) all directors attended at least seventy-five percent
(75%) of the aggregate of the total number of meetings held by all committees of
the Board on which the director served except as follows:

  o  William B. Moore, who attended seventy percent (70%) of all Audit Committee
     meetings;

  o  Steven L. Sanders, who attended fifty-five percent (55%) of all Executive
     Committee meetings;

  o  Luis A. Cortes, who did not attend any of the Compliance Committee
     meetings.

----------------
Footnote Information Concerning Board Committees and Members

(3)  James F. Bodine was a director and served on the Board and various Board
     Committees until he retired in July 2003.

(4)  Please note that Mr. Drennan was elected to the Company's and the Bank's
     Boards of Directors and the Audit Committees of those Boards of Directors
     on March 24, 2004, and assumed his duties as a Financial Expert of the
     Audit Committees of the Company's and Bank's Boards of Directors on that
     date.

(5)  Luis A. Cortes was a director and served on the Board and various Board
     Committees until he began a leave of absence in April 2003, due to expanded
     work related obligations. He resigned from the Board of Directors on
     January 1, 2004 Information About Committees of the Bank's Board of
     Directors The Committees of the Bank's Board of Directors are the
     Executive, Asset Liability Management, Audit/Compliance Committees and the
     Loan Committee.

                                       4

<PAGE>


     The Executive Committee, comprised of L. Armstead Edwards (Chairman),
Steven L. Sanders (Vice-Chairman), James F. Bodine, Angela M. Huggins, William
B. Moore, Evelyn F. Smalls and Marionette Y. Wilson meets, when necessary, at
the call of the Chairman, to discuss and approve certain human resource matters
including compensation, to ratify and approve certain of the Bank's loans and to
exercise the authority and powers of the Bank's Board of Directors at intervals
between meetings of the Board of Directors insofar as may be permitted by law.
The Executive Committee held eleven (11) meetings during 2003. The Bank's Board
of Directors does not have a Compensation Committee; the Executive Committee
performs that function.

     The Asset Liability Management Committee, comprised of Bernard E. Anderson
(Chairman), L. Armstead Edwards, James F. Bodine, Angela M. Huggins, Evelyn F.
Smalls and Ernest L. Wright meets, when necessary, at the call of the Chairman,
and to review and manage the Bank's exposure to interest rate risk, market risk
and liquidity risk. During 2003, the Asset and Liability Management Committee
held four (4) meetings.

Information about the Bank's Audit/Compliance Committee

     The Audit/Compliance Committee comprised of Angela M. Huggins (Chairman),
James F. Bodine, L. Armstead Edwards, William B. Moore, and Marionette Y. Wilson
meets at least quarterly. The Audit/Compliance Committee meets with the internal
auditor to review audit programs and the results of audits of specific areas, as
well as other regulatory compliance issues. In addition, the Audit/Compliance
Committee meets with the Bank's independent certified public accountants to
review the results of the annual audit and other related matters, with the
internal auditor to review audit programs and the results of audits of specific
areas, as well as other regulatory compliance issues. Each member of the
Audit/Compliance Committee is "independent" as defined in the applicable listing
standards of the National Association of Securities Dealers. The Committee held
ten (10) meetings during 2003.

     In February 2003, the Compliance Committee was combined with the Audit
Committee and is comprised of the same members. On a quarterly basis compliance
matters are addressed to include the review of regulatory compliance matters,
the Bank's compliance programs and the Community Reinvestment Act (CRA)
activities. The Committee held four (4) meetings during 2003.

     The Loan Committee, comprised of David R. Bright (Chairman), James F.
Bodine, L. Armstead Edwards, Wanda M. Richards6, and Evelyn F. Smalls meets when
necessary to review and approve loans that are $200,000 and over and to discuss
other loan-related matters. During 2003, the Loan Committee held nine (9)
meetings.

Meetings of Bank's Board and its Committees

      The total number of meetings of the Bank's Board of Directors that were
held in 2003 was eleven (11). All incumbent directors (i) attended at least
seventy-five percent (75%) of the total number of meetings of the Board of
Directors, except Luis A. Cortes who attended fifty percent (50%); and (ii)
attended at least seventy-five percent (75%) of the aggregate of the total
number of meetings held by all committees of the Board on which the director
served except as follows:

  o  William B. Moore, who attended seventy percent (70%) of all Audit Committee
     meetings;

  o  Steven L. Sanders, who attended fifty-five percent (55%) of all Executive
     Committee meetings; and

  o  Luis A. Cortes who did not attend any Compliance Committee meetings.

-----------
Footnote Information Concerning Board Committee Members

(6)  Wanda M. Richards was a director and served on the Board and various Board
     Committees until she resigned in June 2003.

                                       5

<PAGE>

                        BOARDS OF DIRECTORS COMPENSATION

Directors Fees

     The normal non-officer director fee paid by the Bank is Three Hundred Fifty
Dollars ($350) for attending each of the Board meeting and One Hundred
Seventy-five Dollars ($175) per quarter for attending the Board of Directors'
Committee meetings. Directors' fees are not paid to officer directors for
attending Bank Board of Directors or Committee meetings. UBS does not pay any
fees to any directors for attending UBS' Board of Directors or Committee
meetings. Effective April 1, 2002, the Board of Directors elected to waive all
fees for an indefinite period of time.


             BIOGRAPHICAL INFORMATION ABOUT CORPORATION'S DIRECTORS


      The following table sets forth certain biographical information. Other
than as indicated below, each of the persons named below has been employed in
their present principal occupation for the past five years.

                                                       Age as of
Name, Principal Occupation and                       September 20,     Director
Business Experience For Past Five Years                  2004          Since(7)
----------------------------------------             -------------     --------

DIRECTORS STANDING FOR RE-ELECTION

Class A

The terms of the following directors expire in 2008:

1. L. Armstead Edwards                                    62              1993
    Owner and President,
    Edwards Entertainment, Inc.
    Philadelphia, PA from 1978 until the present time

2. Marionette Y. Wilson                                   59              2000
    Retired, formerly Co-Founder/Partner,
    John Frazier, Inc.,
    Philadelphia, PA from 1981 -  2002

3. Ernest L. Wright                                       74              1993
    Founder, President and CEO of
    Ernest L. Wright Construction Company,
    Philadelphia, PA from 1976 until 2000


CONTINUING DIRECTORS

Class B

The terms of the following directors expire in 2005:

1. Angela M. Huggins                                      64              1993
    Retired, formerly Vice President of Corporate Real
    Estate RMS Technologies, Inc., from 1990 until 1995
    and currently is President and CEO of RMS
    Technologies Foundation since 1993


STANDING FOR ELECTION TO REMAINDER OF UNEXPIRED TERM

2. Ahsan M. Nasratullah                                   47             -----
    President, JNA Capital, Inc.
    Philadelphia, PA from April 1994 to present

-------------------
Footnote Information Concerning Directors

(7)  Reference to service on the Boards of Directors refers to the Bank only
     prior to 1993 and to the Bank and UBS since 1993.

                                       6

<PAGE>

CONTINUING DIRECTORS

Class C

The terms of the following directors expire in 2006:

1. Bernard E. Anderson                                    66              2002
    Professor of Management/Practicing Economist
    at the Wharton School, University of Pennsylvania,
    Philadelphia, PA

2. David R. Bright                                        65              2002
    Retired, Executive Vice President,
    Meridian Bancorp
    Philadelphia, PA

3. Steven L. Sanders                                      44              2002
    President and Co-CEO, MDL Capital Management
    Philadelphia, PA


STANDING FOR ELECTION TO REMAINDER OF UNEXPIRED TERM

4. Joseph T. Drennan                                      59              ----
    Retired Executive Vice President,
    CoreStates Bank, 1995
    Currently co-founder and partner of Mulberry
    Consulting Group, LLC from 2001 to present


CONTINUING DIRECTORS

Class D

The terms of the following directors expire in 2007:

1. William B. Moore                                       61              1993
    Pastor Tenth Memorial Baptist Church,
    Philadelphia, PA since 1971 and
    Deputy Executive Director, Philadelphia Parking
    Authority from 2000 to present

2. Evelyn F. Smalls                                       59              2000
    President and Chief Executive Officer
    of the Bank and UBS Since June of 2000;
    Senior Vice President of the Bank from
    October 1993 to May 2000


New Directors for 2004

     Ahsan M. Nasratullah, President JNA Capital, Inc., of Philadelphia,
Pennsylvania was recommended to be nominated to UBS' Board of Directors by James
F. Bodine. Joseph T. Drennan, a former Executive Vice President of CoreStates
Bank, and currently a cofounder and partner of Mulberry Consulting Group, LLC
was recommended to be nominated to the UBS Board of Directors by Evelyn F.
Smalls.

                                       7

<PAGE>

       BENEFICIAL OWNERSHIP OF STOCK BY DIRECTORS, NOMIMEES AND EXECUTIVES

     The following table lists the beneficial ownership of shares of the UBS'
Common Stock as of September 20, 2004 for each of the UBS' director, nominees
and executive officers. The table also shows the total number of shares of
Common Stock ownership by the director, nominees and executive officers of UBS
as a group.
<TABLE>
<CAPTION>
                                                                Common           Percent of
Name                                                        Stock (8,9,10)     Outstanding Stock
----                                                        -------------      -----------------
<S>                                                               <C>                 <C>

Current Directors

L. Armstead Edwards.......................................     10,833              1.0138%
Marionette Y. Wilson (Frazier)............................     21,050              1.9699%
Ernest L. Wright..........................................      7,084                 *
Angela M. Huggins.........................................      8,368                 *
Bernard E. Anderson.......................................        850                 *
David B. Bright...........................................        850                 *
Joseph T. Drennan.........................................        683                 *
Ahsan M. Nasratullah......................................        833                 *
Steven L. Sanders.........................................      1,000                 *
William B. Moore..........................................      1,834                 *
Evelyn F. Smalls..........................................        450                 *

Certain Executive Officers
Evelyn F. Smalls..........................................        450**               *
Brenda M. Hudson-Nelson...................................         50                 *
All Current Directors and Executive Officers as a Group ..                         4.9506% ***
</TABLE>

------------------
Footnotes Concerning Beneficial Ownership of Stock

  *   Less than one percent.

 **   Ms. Smalls is also a Director; see listing above.

***   Calculated by adding the Common Stock owned plus exercisable options and
      dividing by the actual number of shares outstanding on September 20, 2004,
      plus the shares subject to the exercisable option.

 (8)  Stock ownership information is given as of September 20, 2004, and
      includes shares that the individual has the right to acquire (other than
      by exercise of stock options) within sixty (60) days of September 20,
      2004. Unless otherwise indicated, each director and each such named
      executive officer holds sole voting and investment power over the shares
      listed.

 (9)  The number of shares "beneficially owned" in each case includes, when
      applicable, shares owned beneficially, directly or indirectly, by the
      spouse or minor children of the director, and shares owned by any other
      relatives of the director residing with the director. None of the
      directors holds title to any shares of UBS of record that such director
      does not own beneficially.

(10)  UBS does not know of any person having or sharing voting power and/or
      investment power with respect to more than 5% of the UBS' Common Stock
      other than Wachovia Corporation (formerly First Union Corporation) and
      Philadelphia Municipal Retirement System.
      (SEE SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.)

                                       8
<PAGE>


                       UBS'S AND BANK'S EXECUTIVE OFFICERS

      The following table sets forth certain information with respect to the
current executive officers of UBS and the Bank as of September 20, 2004:
<TABLE>
<CAPTION>

 Name, Principal Occupation     Age as of                                      UBS Stock
  and Business Experience     September 20,      Office with the UBS          Beneficially
     For Past 5 Years             2004               and/or Bank                  Owned
 --------------------------   -------------   -------------------------        -----------
<S>                               <C>                    <C>                       <C>


Evelyn F. Smalls (11,12)           59         President and
                                              Chief Executive Officer and          450
                                              Director of UBS and Bank

Brenda M. Hudson-Nelson (13)       42         Executive Vice President and
                                              Chief Financial Officer               50
                                              of UBS and Bank
</TABLE>

-------------------

Footnote Information Concerning Executive Officers

(11) Ms. Smalls was elected as a director and was appointed as President and
     Chief Executive Officer in June 2000. Prior to that, Ms. Smalls was Senior
     Vice President of Human Resources and Compliance from October 1993 to May
     2000.

(12) The President and Chief Executive Officer, currently Evelyn F. Smalls, acts
     as Trustee of certain voting trust agreements (the "Voting Trusts")
     pursuant to which Fahnstock, Inc deposited 5,209 shares of Common Stock of
     UBS, to be voted by the current president and chief executive officer
     pursuant to the terms of the Voting Trusts. The term of the Voting Trusts
     is ten (10) years.

(13) Ms. Hudson-Nelson was appointed Senior Vice President and Chief Financial
     Officer in June 2000. Prior to that, Ms. Hudson-Nelson was Vice President
     and Controller from January 1992 to May 2000. In May 2002, Ms.
     Hudson-Nelson was promoted to Executive Vice President.


                                       9

<PAGE>


                             EXECUTIVE COMPENSATION

General Disclosure Considerations Concerning Executive Compensation

     UBS believes that its shareholders should be provided clear and concise
information about the compensation of the Bank's executives and the reasons the
Bank's Board of Directors1 made decisions concerning their executive
compensation, consistent with the Commission's proxy statement disclosure rules
regarding disclosure of executive compensation.

     The format and content of the information set forth below is intended to
enable UBS' shareholders to understand the rationale and criteria for the Bank's
executive compensation programs and the compensation paid to the named
executives and its other executives and key employees.

     UBS welcomes shareholder comment on whether the objective, to provide
information to UBS' shareholders that is useful and clearly stated, has been
met. Please send any comments or suggestions for further improvements in
disclosure to William B. Moore, the Secretary of UBS, at the executive office of
UBS, 300 North Third Street, Philadelphia, Pennsylvania 19106.


Executive Compensation

     The following information relates to all plan and non-plan compensation
awarded to, earned by, or paid to (i) Evelyn F. Smalls, the President and Chief
Executive Officer of the Bank, and (ii) Brenda M. Hudson-Nelson, Executive Vice
President and Chief Financial Officer of the Bank, the only persons who were
serving as executive officers of the Bank at December 31, 2003 (Ms. Smalls and
Ms. Hudson-Nelson are hereinafter sometimes collectively referred to as the
"Named Executive Officers"). Any compensation earned by the Named Executive
Officers during 2003 will be reported in the proxy statement for UBS' 2004
Annual Meeting of Shareholders.

     UBS' executives are not compensated for their services to UBS rather,
because the Bank is the principal subsidiary of UBS, they are compensated as
officers of the Bank.14


Summary Compensation Table

     The disclosure regarding the compensation of the Bank's executives includes
the following table that sets forth the compensation paid to the Named Executive
Officers during the last three (3) fiscal years.
<TABLE>
<CAPTION>
                                                               Annual Compensation (15)
                                                               ------------------------
                                                                             Stock      All Other
Name and Principal Position During 2003        Year      Salary     Bonus   Options   Compensation
---------------------------------------        ----      ------     -----   -------   ------------
                                                                     ($)      (#)         ($)
<S>                                             <C>        <C>       <C>      <C>         <C>

Evelyn F. Smalls                               2003     $139,050     --       --          --
President and Chief Executive Officer          2002     $148,009     --       --          --
of UBS and the Bank                            2001     $141,000     --       --          --

Brenda M. Hudson-Nelson                        2003     $ 97,850     --       --          --
Executive Vice President and                   2002     $102,112     --       --          --
Chief Financial Officer                        2001     $100,900     --       --          --
of UBS and the Bank
</TABLE>

-------------------

Footnote Information Concerning Executive Compensation

(14) Amounts are not included in the Bonus, Stock Option and All Other
     Compensation columns of the table because no compensation of this nature
     was paid by UBS or the Bank and the restricted stock awards and long term
     incentive payouts columns are not included in the Compensation Table since
     these benefits are not made available by UBS or the Bank.

(15) The Commission's compensation disclosure rules require the use, where
     applicable, of a series of tables to describe various types of compensation
     paid to the specified executive officers. The use of a specific table or
     column in a table is not required by the Commission's rules if no
     compensation was paid or awarded to the named executives. Only the tables
     or columns required to be used by the Commission's rules, because of the
     compensation paid to the specified executive officers, have been used in
     this Proxy Statement.

                                       10

<PAGE>


Executive Employment Agreements

     The Bank entered into an Employment Agreement with Evelyn F. Smalls dated
June 12, 2000 to serve as the Bank's President and Chief Executive Officer. The
initial term of the Employment Agreement is two (2) years, unless extended or
terminated. In June 2002, the Employment Agreement was extended for two (2)
years. The Employment Agreement provides for an annual base salary of $135,000
that may be increased, but not decreased. Under her Employment Agreement, Ms.
Smalls has an opportunity to receive an annual initial cash bonus (the "Initial
Cash Bonus") of 12% of her annual base salary and an annual additional cash
bonus (the "Additional Cash Bonus") of 12% of her annual base salary, based on
performance targets specified in the Employment Agreement which are based on the
annual earnings of the Bank.

     The Bank entered into an Employment Agreement with Brenda M. Hudson-Nelson
dated June 12, 2000 to serve as the Bank's Senior Vice President, now Executive
Vice President, and Chief Financial Officer. The initial term of the Employment
Agreement is two (2) years, unless extended or terminated. In June 2002, the
Employment Agreement was extended for two (2) years. The Employment Agreement
provides for an annual base salary of $95,000 that may be increased, but not
decreased. Under her Employment Agreement, Ms. Hudson-Nelson has an opportunity
to receive an annual initial cash bonus (the "Initial Cash Bonus") of 12% of her
annual base salary and an annual additional cash bonus (the "Additional Cash
Bonus") of 12% of her annual base salary, based on performance targets specified
in the Employment Agreement which are based on the annual earnings of the Bank.


Long Term Incentive Stock Option Plan

     One hundred thousand shares (100,000) of UBS' Common Stock are subject to a
Long Term Incentive Compensation Plan (the "Plan") under which options to
purchase UBS' Common Stock may be granted to key employees at a price not less
than the fair market value thereof at the date of the grant ("Options"), and
Common Stock may be awarded as Restricted Stock, subject for a period of time to
substantial risk of forfeiture and restrictions on disposition as determined by
the Executive Committee of the UBS Board of Directors as of the date of the
grant ("Restricted Stock"). Pursuant to the Plan, options are granted in tandem
with Stock Appreciation Rights ("SARs") allowing the holder of an Option to
surrender the Option and receive an amount equal to the appreciation in market
value of a fixed number of shares of Common Stock from the date of the grant of
the Option. SARs may be payable in Common Stock or cash or a combination of
both. The Plan also allows the Executive Committee of the UBS Board of Directors
to grant performance shares, which are contingent rights to receive, when
certain performance criteria have been attained, amounts of Common Stock and
cash determined by the Executive Committee of the UBS Board of Directors for
such an award. Such rights are subject to forfeiture or reduction if performance
goals specified are not met during the performance period. No such options,
restricted stock or SARs were granted for 2003 performance. No deferred
compensation, incentive compensation or any further compensation pursuant to any
plan has been paid by the Bank, or will be paid by the Bank.


Employee Stock Ownership Plan ("ESOP")

     At its Annual Shareholders Meeting held May 6, 1994, the shareholders of
UBS approved the establishment of an Employee Stock Ownership Plan ("ESOP"). The
ESOP has not been formally activated by UBS. No purchases have been made
pursuant to the ESOP.



                                       11

<PAGE>


Audit Committee Report

     In connection with the preparation and filing of UBS' Annual Report on Form
10-K for the year ended December 31, 2003, the Audit Committee (i) reviewed and
discussed the audited financial statements with UBS' management, (ii) discussed
with Grant Thornton LLP, UBS' independent auditors, the matters required to be
discussed by Statement on Auditing Standards No. 61 (as modified or
supplemented), (iii) discussed the independence of Grant Thornton LLP with Grant
Thornton LLP, and (iv) has received the written disclosures and the letter from
Grant Thornton LLP required by Independence Standards Board Standard No. 1 (as
modified or supplemented). Based on the review and discussions referred to
above, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in UBS' Annual Report on Form 10-K for
the year ending December 31, 2003.

     UBS' Audit Committee is composed of Angela M. Huggins (Chairman), Joseph T.
Drennan, L. Armstead Edwards, William B. Moore, and Marionette Y. Wilson who
each endorsed this report.

                                          Respectfully submitted:

                                          /s/ Angela M. Huggins
                                          ----------------------------
                                          Angela M. Huggins (Chairman)
                                          Joseph T. Drennan
                                          L. Armstead Edwards
                                          William B. Moore
                                          Marionette Y. Wilson


Certain Relationships and Related Transactions

     Some of the directors of the Bank and the companies with which they are
associated were customers of, and had banking transactions with the Bank in the
ordinary course of its business during 2003. All loans and commitments to lend
were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons. In the opinion of Bank management, the loans and commitments did
not involve more than a normal risk of collectability or present other
unfavorable features.


Directors' Independence

     The Boards of Directors of UBS and the Bank have determined that all of its
members are independent and meet the requirements for independence of the NASDAQ
Stock market ("NASDAQ"), except for Evelyn F. Smalls, because Ms. Smalls is the
President and Chief Executive Officer of the UBS and the Bank, she is not
independent as defined by NASDAQ.


Communicating with the Board of Directors

     Shareholders may communicate with any member or Committee of UBS or the
Bank by writing to United Bancshares, Inc., Attention: Board of Directors, P.O.
Box 54212, Philadelphia, PA 19105. The written communications will be provided
to William D. Moore, a director and Corporate Secretary of the Board of
Directors, who will determine the further distribution of the communications
which are appropriate based on the nature of the information contained in the
communications. For example, communications concerning accounting internal
controls and auditing matters will be shared with the Chairman of the
Audit/Compliance Committee of UBS' Board of Directors.


                                       12


<PAGE>
                                   PROPOSAL 1

                              ELECTION OF DIRECTORS
                           (Item 1 on the Proxy Card)

     The Board of Directors of UBS has nominated the persons listed below for
election as Class D directors, each to hold office until the expiration of their
term and until his or her successor is elected and qualified.


Nominees for Directors

     The following persons have been nominated by UBS' Board of Directors for
election as directors to serve as follows:

          Class A - Term Expires in 2008
          ------------------------------
          (1) L. Armstead Edwards
          (2) Marionette Y. Wilson
          (3) Ernest L. Wright

          Class B - Term Expires in 2005
          ------------------------------
          (1) Ahsan M. Nasratullah


          Class C - Term Expires in 2006
          ------------------------------
          (1)  Joseph T. Drennan

          and until their successors are elected and take office.


     The persons named as proxies in the accompanying form of proxy have advised
UBS that, unless otherwise instructed, they intend at the meeting to vote the
shares covered by proxies for the election of the nominees named in this Proxy
Statement. If one or more of the nominees should, at the time of the Annual
Meeting, be unavailable or unable to serve as a director, the shares represented
by the proxies will be voted to elect any remaining nominee. The Board of
Directors knows of no reason why the nominees will be unavailable or unable to
serve as directors. UBS expects all nominees to be willing and able to serve as
directors.

     The affirmative vote of the holders of at least a majority of UBS' shares
of Common Stock entitled to vote present in person or by proxy at the Annual
Meeting is required for the election of the nominees for directors. Proxies
solicited by the Board of Directors will be voted for nominees listed above,
unless the shareholders specify a contrary choice in their proxies.


    The Board of Directors recommends a vote FOR the nominees listed above.




                                       13

<PAGE>

                                   PROPOSAL 2

                         RATIFICATION OF APPOINTMENT OF
                    INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                           (Item 2 on the Proxy Card)

     The firm of Grant Thornton LLP has been appointed by the Board of Directors
to serve as UBS' independent certified public accountants for the fiscal year
beginning January 1, 2004. The Board of Directors of UBS is requesting
shareholder approval of the appointment. A representative of the firm will be
present at the meeting to answer questions and will have the opportunity to make
a statement, if he so desires. The firm is presently serving UBS and the Bank,
as their independent certified public accountants. Management recommends
approval of this appointment. If the appointment is not approved by a majority
of the shares of Common Stock of UBS present in person or by proxy and entitled
to vote at the Annual Meeting, the appointment of the independent certified
public accountants will be reconsidered by the Board of Directors.

     The following table presents the fees for each of the last two fiscal years
for the principal accounts of UBS by category:

                                                    2003            2002
                                                 ---------       ---------

       Audit Fees..............................  $  83,500       $  73,500
       Audit-related fees......................     15,750          13,500
       Tax fees................................      7,000           4,500
       All other fees..........................         --              --
                                                 ---------       ---------
           Total fees..........................  $ 106,250       $  91,500
                                                 =========       =========


      The Audit Committee pre-approves all auditing services and permitted
non-audit services (including the fees and terms thereof) to be performed for
UBS by its independent auditor, subject to the minimus exceptions for non-audit
services described in Section 10A (I) (1) (B) of the Exchange Act which are
approved by the Committee prior to the completion of the audit. The Audit
Committee may form and delegate authority to subcommittees consisting of one or
more members when appropriate, including the authority to grant pre-approvals of
audit and permitted non-audit services, provided that decisions of such
subcommittee to grant pre-approvals shall be presented to the full Audit
Committee at its next scheduled meeting.

     The Audit Committee of UBS' Board of Directors has considered whether the
provision of the non-audit services is compatible with maintaining the
independence of Grant Thornton LLP.

     The resolution being voted on is as follows:

          RESOLVED, that the shareholders of UBS ratify and confirm the
          appointment of Grant Thornton LLP as UBS' independent certified public
          accountants for the year 2004.

     The ratification of the selection of the independent certified public
accountants requires the affirmation by vote of at least a majority of the
outstanding voting shares of Common Stock of UBS present in person or by proxy
and entitled to vote at the Annual Meeting. Proxies solicited by the Board of
Directors will be voted for the foregoing resolution, unless shareholders
specify a contrary choice in their proxies.

     The Board of Directors recommends a vote FOR the resolution ratifying the
appointment of Grant Thornton LLP as UBS' independent certified public
accountants for the year 2004.

                                       14


<PAGE>

                                   ADJOURNMENT

     If sufficient votes in favor of any of the proposals set forth herein are
not received by the time scheduled for the meeting, the persons named as proxies
may propose one or more adjournments of the meeting for two (2) periods of not
more than fifteen (15) days in the aggregate to permit further solicitation of
proxies with respect to any such proposal. Any adjournment will require the
affirmative vote of a majority of the votes cast on the question in person or by
proxy at the session of the meeting to be adjourned. The persons named as
proxies will vote in favor of such adjournment those proxies that they are
entitled to vote in favor of such proposals. They will vote against any such
adjournment those proxies required to be voted against any such proposals. UBS
will pay the costs of any additional solicitation and of any adjournment
session.

                                  OTHER MATTERS

     The Board of Directors knows of no other business to be brought before the
meeting. However, if any other matters come before the meeting, it is the
intention that the proxies that do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgement of the
persons named on the enclosed form of proxy.


                              FINANCIAL STATEMENTS

     The consolidated financial statements of UBS are not set forth in this
Proxy Statement. However, they are contained in the accompanying Annual Report
of UBS for the year ended December 31, 2003.


                                 OTHER BUSINESS

     Management does not know at this time of any other matters that will be
presented for action at the Annual Meeting. If any unanticipated business is
properly brought before the meeting, the proxies will vote in accordance with
their best judgment.

                         SHAREHOLDER PROPOSALS FOR 2005

     UBS' Annual Meeting of Shareholders will be held on or about November 23
2005. Any shareholder desiring to submit a proposal to UBS for inclusion in the
proxy and proxy statement relating to that meeting must submit such proposal or
proposals in writing to UBS before July 1, 2005. It is suggested that the
proposal or proposals be submitted by certified mail-return receipt requested to
the attention of William B. Moore, the Secretary of UBS, at the executive office
of UBS, 300 North Third Street, Philadelphia, Pennsylvania 19106.


                             ADDITIONAL INFORMATION

     A copy of UBS' Annual Report for the fiscal year ended December 31, 2003,
containing, among other things, financial statements examined by its independent
certified public accountants, was mailed with this Proxy Statement on or about
October 15, 2004 to the shareholders of record as of the close of business on
September 20, 2004.

     Upon written request of any shareholder, a copy of UBS' Annual Report on
Form 10-K for its fiscal year ended December 31, 2003, including the financial
statements and schedules thereto, required to be filed with the Securities and
Exchange Commission may be obtained, without charge, from UBS' Secretary,
William B. Moore, at the executive office of UBS, 300 North Third Street,
Philadelphia, Pennsylvania 19106.

                                       By Order of the Board of Directors of
                                       United Bancshares, Inc.


                                       William B. Moore, Secretary


                                       15
<PAGE>

                                    EXHIBIT A

                             UNITED BANCSHARES, INC.

                             AUDIT COMMITTEE CHARTER


The purpose of the Audit Policy of United Bancshares, Inc., (the "Bank") is to
formally establish and provide guidance for the independent audit function,
which complies with regulatory requirements. The function is in accordance with
the Interagency Policy Statement on Internal Auditing. Since this function with
the Bank is outsourced, an engagement letter is obtained that sets forth
adherence to the Interagency Policy Statement.

The Internal Auditor, The Outsourcing Partnership, will report directly to the
Audit Committee of the Board of Directors. In addition, the Internal Auditor
will attend the Audit Committee meeting quarterly to report on audits and to
keep abreast of the Written Agreement.

The following will accomplish the purpose of the roles and responsibilities of
the independent audit function:


AUDIT COMMITTEE CHARTER

The Audit Committee of the Bank is a standing committee of the Board of
Directors that has established a comprehensive Audit Charter setting forth the
following: membership requirements, roles and responsibilities regarding
internal controls and financial reporting, compliance with laws and regulations,
code of conduct, internal audit, external audit, meetings and reporting. The
Audit Charter is enclosed.


AUDIT RISK ASSESSMENT PLAN

The Audit Committee will obtain from the auditor an audit risk assessment and
internal audit plan that will set forth the frequency of the audits to be
performed which will be reported to and monitored by the Audit Committee. The
audits will be conducted in accordance with standards established by the
Institute of Internal Audit Standards and the auditor will be evaluated
periodically by the Audit Committee relative to the completion of the Plan. The
auditor will obtain approval from the Audit Committee if the Audit Plan is
adjusted. Audit findings as well as appropriate follow-up will be reported to
the Audit Committee. The Chairman of the Audit Committee will make a report to
the full board.


MISSION STATEMENT:

The Audit Committee is appointed by the Board of Directors to assist the Board
in fulfilling its oversight responsibilities. The Audit Committee's primary
duties and responsibilities are to:

     o  Monitor the integrity of the Bank's financial reporting process and
        systems of internal controls regarding finance, accounting, risk
        management and regulatory compliance.

     o  Monitor the independence and performance of the Bank's independent
        auditors and internal auditing program.

     o  Provide an avenue of communication among the independent auditors,
        management, the internal auditing department and the Board of
        Directors.

To effectively perform his or her role, each Committee member will obtain an
understanding of the detailed responsibilities of Audit Committee membership.

                                       16

<PAGE>

ORGANIZATION:

The Audit Committee of United Bancshares, Inc. (the "Committee"), defined to
include the holding company and other subsidiaries is appointed by the
Corporation's Board of Directors. The Committee is composed of at least three
independent Directors. One of the members of the Committee has been designated
its Chairman. The Committee is designated by the Board to oversee the audit
affairs of the Corporation, Bank and subsidiaries to perform such specific audit
function reviews as may be determined by the Committee.

Each committee member will be both independent and financially literate. No
committee member shall simultaneously serve on the audit committees of more than
two other public companies.

The Committee will meet quarterly and hold additional meetings, as the Chairman
shall require in order to satisfy its duties and responsibilities.


ROLES AND RESPONSIBILITIES

Internal Control

     o    Evaluate whether management is setting the appropriate tone at the top
          by communicating the importance of internal control and ensuring that
          all individuals possess an understanding of their roles and
          responsibilities;

     o    Gain an understanding of whether internal control recommendations made
          by internal and external auditors have been implemented by management;
          and

     o    Ensure that the external auditors and internal auditors keep the Audit
          Committee informed about fraud, illegal acts, deficiencies in internal
          control, and certain other matters.


FINANCIAL REPORTING

General

     o    Review and report to the full board significant accounting and
          reporting issues, including recent professionals and regulatory
          pronouncements, and understand their impact on the financial
          statements; and

     o    Discuss with management and the internal and external auditors
          significant risks and exposures and the plans to minimize such risks.

Annual Financial Statements

     o    Review and report to the full board the annual financial statements
          and determine whether they are complete and consistent with the
          information known to Committee members, and assess whether the
          financial statements reflect appropriate accounting principles;

     o    Focus on judgmental areas such as those involving valuation of assets
          and liabilities, including, for example, the accounting for and
          disclosure of loan losses; litigation reserves; and other commitments
          and contingencies;

     o    Review with management and the external auditors to review the
          financial statements and the results of the audit: This review will
          include any restrictions on the scope of the independent auditor's
          activities or on access to requested information, and any significant
          disagreements with management.

          o    Consider management's handling of proposed audit adjustments
               identified by the external auditors.

          o    Review the Annual Report and other sections of the form 10-K
               before its release consider whether the information is adequate
               and consistent with Committee members' knowledge about the
               company and its operations.

          o    Review disclosures made by CEO and CFO during the Forms 10-K and
               10-Q certification process about significant deficiencies in the
               design or operation of internal controls or any fraud that
               involves management or other employees who have a significant
               role in the Bank's internal controls.

                                       17

<PAGE>


Interim Financial Statements

o    Be briefed on how management develops and summarizes quarterly financial
     the extent of external auditors review of quarterly financial information,
     and whether that review is performed on a pre- or post-issuance basis; and

o    To gain insight into the fairness of the interim statements and
     disclosures, obtain explanations from management and from the internal and
     external auditors regarding:

     --   Generally accepted accounting principals have been consistently
          applied;

     --   There are any actual or proposed changes in accounting or financial
          reporting practices;

     --   There are any significant or unusual events or transactions;

     --   The interim financial statements contain adequate and appropriate
          disclosures.

     --   The ALLL is adequate and in accordance with the Bank's policy.

Compliance with Laws and Regulations

o    Review and report to the full board the effectiveness of the system for
     monitoring compliance with laws and regulations and the results of
     management's investigation and follow-up (including disciplinary action) on
     any fraudulent acts or accounting irregularities;

o    Periodically obtain updates from internal compliance auditors regarding
     compliance; and

o    Review the findings of any examinations by regulatory agencies and any
     auditor observations.

Compliance with the Code of Conduct

o    Ensure that a code of conduct is formalized in writing and that all
     employees are aware of it;

o    Review the program for monitoring compliance with the code of conduct; and

     --   Periodically obtain updates from management regarding compliance.


INTERNAL AUDIT

o    Review with management and the internal auditors the committee charter,
     audit schedule and approach, recommendation follow-up matrix, staffing and
     organizational structure of the internal audit function.

o    Ensure there are no unjustified restrictions or limitations, and review and
     concur in the appointment, replacement or dismissal of the chief audit
     executive.

o    Review the effectiveness of the internal audit function, including the
     audit risk assessment and compliance with internal audit policy and
     procedures manual.

o    On a periodic basis, meet separately with internal auditors to discuss any
     matters that the committee or internal auditors believe should be discussed
     privately.


EXTERNAL AUDIT

o    Review the external auditors' audit scope and approach, including
     coordination of audit effort with internal audit.

o    Review the performance of the external auditors, and exercise final
     approval on the appointment or discharge of the auditors. In performing
     this review, the committee will:

     --   At least annually, obtain and review a report by the independent
          auditor describing the firm's internal quality-control procedures; any
          material issues raised by the most recent internal quality-control
          review, or peer review, of the firm, or by any inquiry or
          investigation by governmental or professional authorities, within the
          preceding five years, respecting one or more independent audits
          carried out by the firm, and any steps taken to deal with any such
          issues; and (to assess the auditor's independence) all relationships
          between the independent auditor and the Bank.

                                       18

<PAGE>


     --   Take into account the opinions of management and internal audit.

     --   Review and evaluate the lead partner of the independent auditor.

     --   Present its conclusions with respect to the external auditor to the
          Board.

     --   Ensure the rotation of the lead audit partner every five years and
          other audit partners every seven years, and consider whether there
          should be regular rotation of the audit firm itself.

     --   Present its conclusions with respect to the independent auditor to the
          full Board.

     --   Set clear hiring policies for employees or former employees of the
          independent auditors.

     --   On a regular basis, meet separately with the external auditors to
          discuss any matters that the committee or auditors believe should be
          discussed privately.

     --   Review and discuss with the independent accountants, as may be
          required by law or regulation, (1) all critical accounting policies
          and practices to be used; (2) all alternative treatments of financial
          information within GAAP that have been discussed with management,
          ramifications or the use of such alternative disclosures and
          treatments, and the treatment preferred by the independent accountant,
          and (3) other material written communications between the independent
          accountant and management, such as any management letter or schedule
          of unadjusted differences.

     --   Review and confirm the independence of the external auditors by
          reviewing the non-audit services provided and the auditors' assertion
          of their independence in accordance with professional standards.


OTHER RESPONSIBILITIES

o    Meet with the external auditors, regulatory examiners, lead internal
     auditor, and management in separate executive sessions to discuss any
     matters that the Committee or these groups believe should be discussed
     privately;

o    Ensure that significant findings and recommendations made by the internal
     and external auditors are received and discussed on a timely basis;

o    Perform other oversight functions as requested by the full Board; and

o    Review and assess the adequacy of the committee charter annually,
     requesting Board approval for proposed changes, and ensure appropriate
     disclosure as may be required by law or regulation.


REPORTING RESPONSIBILITIES

o    Regularly report to the Board of Directors about committee activities and
     issues that arise with respect to the quality or integrity of the Bank's
     financial statements, and Bank's compliance with legal or regulatory
     requirements, the performance and independence of the Bank's independent
     auditors, and the performance of the internal audit function.

o    Report annually to the shareholders, describing the committee's
     composition, responsibilities and how they were discharged, and any other
     information required by rule, including approval of non-audit services.

o    Review any other reports the Bank issues that relate to committee
     responsibilities.



                                       19

<PAGE>

  ----------------------------------------------------------------------------

                    REVOCABLE PROXY UNITED BANCSHARES, INC.

          ANNUAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 23, 2004

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                           OF UNITED BANCSHARES, INC.

     The undersigned hereby constitutes and appoints L. Armstead Edwards,
William B. Moore, or Evelyn F. Smalls, individually, proxy of the undersigned,
each with full power of substitution to represent the undersigned and to vote
all of the shares of United Bancshares, Inc. that the undersigned may be
entitled to vote at the Annual Meeting of Shareholders of United Bancshares,
Inc. to be held at A.M.E. First Episcopal District Headquarters, 3801 Market
Street, 3rd Floor, Philadelphia, PA 19104 at 9:00 a.m., prevailing time, and any
adjournments thereof. All powers may be exercised by said proxy holders or
substitutes voting or acting or, if only one votes and acts, then by that one.
This Proxy shall be voted on the proposals described in the Proxy Statement as
specified below. Receipt of the Notice of the Meeting, the accompanying Proxy
Statement and Annual Report for the Year 2003 are hereby acknowledged. The Board
of Directors recommends a vote FOR each of the following proposals:

1.  PROPOSAL FOR ELECTION OF CLASS A DIRECTORS.

    To elect the three nominees listed below:

    Class A -- Term Expires in 2008

    L. Armstead Edwards              [  ] FOR      [  ] WITHHOLD AUTHORITY
    Marionette Y. Wilson             [  ] FOR      [  ] WITHHOLD AUTHORITY
    Ernest L. Wright                 [  ] FOR      [  ] WITHHOLD AUTHORITY


    PROPOSAL FOR ELECTION OF (1) CLASS B DIRECTOR AND (1) CLASS C DIRECTOR.

    To elect the two nominees below:

    Class B -- Term Expires in 2005  /  Class C -- Term expires in 2006

    Ahsan M. Nasratullah (Class B)   [  ] FOR      [  ] WITHHOLD AUTHORITY
    Joseph T. Drennan (Class C)      [  ] FOR      [  ] WITHHOLD AUTHORITY


2. PROPOSAL FOR RATIFICATION OF INDEPENDENT AUDITORS. To ratify the section
    of Grant Thorton LLP as independent auditors for 2004:

                     [  ] FOR   [  ] AGAINST    [  ] ABSTAIN

     In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting and any adjournment
thereof.
                  (Continued and to be SIGNED on Reverse Side)

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    THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
    HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
    WILL BE VOTED FOR THE ABOVE PROPOSALS.

    THIS PROXY SHOULD BE DATED, SIGNED BY THE SHAREHOLDER EXACTLY AS HIS OR HER
    NAME APPEARS ON HIS OR HER STOCK CERTIFICATE AND RETURNED PROMPTLY TO
    UNITED BANCSHARES, INC. IN THE ENCLOSED ENVELOPE. PERSONS SIGNING IN A
    FIDUCIARY CAPACITY SHOULD SO INDICATE.

    Dated: ________, 2004



    ------------------------------------------
    Signature(s) (Title(s), if applicable)


    ------------------------------------------
    Please print name


    MEETING RESERVATION

    DO YOU PLAN TO ATTEND THE ANNUAL MEETING ON TUESDAY, NOVEMBER 23, 2004?

    Yes_________ No________

    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. WHEN SIGNING
    IN A FIDUCIARY CAPACITY, SUCH AS EXECUTOR, ADMINISTRATOR, TRUSTEE,
    ATTORNEY, GUARDIAN, ETC., PLEASE SO INDICATE. CORPORATE AND PARTNERSHIP
    PROXIES SHOULD BE SIGNED BY AN AUTHORIZED PERSON INDICATING THE PERSON'S
    TITLE.

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