URGENT
                          IMMEDIATE RESPONSE REQUESTED

October 20, 2005
Dear Shareholder:
     On behalf of the Board of Directors and  management  of United  Bancshares,
Inc., I am pleased to invite you to the 2005 Annual Meeting of  Shareholders  of
United  Bancshares,  Inc.  which is to be held on Monday,  November 14, 2005, 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 2004.
     Shareholders  who need  directions  to the  location of the Annual  Meeting
should call (215) 231-3670  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.  A  self-addressed  stamped  envelope  is  enclosed  to return  the
completed proxy form. For your convenience, telephone and on-line voting are now
available. Please follow the instructions on the proxy card if you would like to
vote in this manner.
     The officers,  directors and staff of United Bank sincerely appreciate your
continuing support.

                                      Sincerely,
                                      /s/ Evelyn F. Smalls
                                      Evelyn F. Smalls
                                      President and Chief Executive Officer
Enclosures




<PAGE>


                             UNITED BANCSHARES, INC.
                        30 South 15th Street, 12th Floor
                             Philadelphia, PA 19102
    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 14, 2005

Dear Shareholders,

     The Annual Meeting of the Shareholders of United  Bancshares,  Inc. will be
held at 9:00 A.M., local time, on Monday,  November 14, 2005 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 One (1) Class B director to serve until the  expiration
     of his four (4) year term.

          2. To ratify the  appointment  of McGladrey and Pullen,  LLP as United
     Bancshares,  Inc.'s  independent  registered public accounting firm for the
     year 2005.
     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 October 11, 2005,  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
                                   /s/ William B. Moore
                                   William B. Moore, Secretary

Philadelphia, Pennsylvania
October 20, 2005




                                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 Monday,  November  14,  2005,  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 one (1) Class B
director to serve until the  expiration of his four (4) year term;  and (ii) the
ratification of the appointment of McGladrey and Pullen,  LLP as the independent
registered  public  accounting  firm for UBS for the year 2005.  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 20, 2005.  The address of the  executive  office of UBS is 30 S. 15th
Street, 12th Floor, Philadelphia, Pennsylvania 19102.

Date, Time and Place of Annual Meeting
     The Annual Meeting will be held on Monday,  November 14, 2005, 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 October
11,  2005 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 October 11,
2005,  there were 876,921  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 30 S.  15th  Street,  12th  Floor,
Philadelphia, Pennsylvania 19102 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.

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
October 11, 2005(1), with respect to the only persons to UBS' knowledge, who may
be beneficial owners of more than 5% of UBS' Common Stock.

<TABLE>
<CAPTION>
<S>                                                                                      <C>                    <C>
                                                                                                                Percentage of
                                                                                         Amount and Nature of    Outstanding
Name and Address                                                                         Beneficial Ownership    Corporation
of Beneficial Owner                                                                         of Corporation      Common Stock
                                                                                             Common Stock          Owned
Philadelphia Municipal                                                                          71,667              8.17%
Retirement System
2000 Two Penn Center
Philadelphia, Pennsylvania 19102


                                       1
<PAGE>

Wachovia Corporation, (formerly, First Union Corporation)2                                      50,000              5.70%
1 First Union Center
Charlotte, NC 28288

Greater Philadelphia Urban Affairs Coalition                                                    47,500              5.42%
1207 Chestnut Street, Floor 7
Philadelphia, PA  19107
------------------
(1) As of October 11,  2005,  there were  876,921  shares of UBS' voting  Common
Stock  outstanding.
(2) Wachovia Corporation owns 241,666 shares of UBS Common Stock of which 50,000
are voting shares.

</TABLE>

             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, 2004.

                       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 ten (10),  with three (3) members in Class A, one (1) member 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.
     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 Bank's  independent
registered public accounting firm to review the results of the annual audit. The
Bank's  Compliance  Committee has been combined with the Bank's Audit  Committee
and 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


                                       2
<PAGE>

Chairman of the Board of Directors is required to determine whether the director
nominations have been made in accordance with the provisions of the UBS' 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  and each
shareholder upon request.

Policy for Attendance at Annual Meetings

         Effective  with the Annual  Meeting in 2005,  UBS has  adopted a policy
requiring  all of its  directors  to attend UBS' annual  meeting.  At the annual
meeting held on November 23, 2004, nine (9) of UBS' ten (10) directors  attended
the meeting.

General Information about UBS' and Bank's Boards of Directors
     UBS' Board of Directors  meets when  necessary  and during 2004 held eleven
(11) meetings, including UBS' organization meeting. In 2004, the Bank's Board of
Directors  was scheduled to meet at least  monthly,  except in August and during
2004 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.

Information about the Committees of UBS' Board of Directors
     The  Committees  of UBS' Board of Directors  are the  Executive  Committee,
Audit/Compliance Committee, and the Nominating Committee.


Information about UBS' Executive Committee

     The  Executive  Committee,  comprised of L.  Armstead  Edwards  (Chairman),
Steven L. Sanders  (Vice-Chairman),  Angela M. Huggins, William B. Moore, Evelyn
F. Smalls, and Marionette Y. Wilson (Frazier) 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
2004.

Information about UBS' Audit/Compliance Committee and Financial Expert
     The  Audit/Compliance  Committee of UBS' Board of Directors(1) is comprised
of  Angela M.  Huggins  (Chairman),  Joseph T.  Drennan,  L.  Armstead  Edwards,
Marionette Y. Wilson (Frazier) and William B. Moore, 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  registered  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 six (6) meetings during 2004.
     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 has determined that Joseph T. Drennan is the "Financial Expert," as
defined in the SEC's regulations.
     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 CRA Act activities.

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. The Nominating Committee charter will be made available, without charge,
upon written request by the  shareholders  of UBS to the corporate  secretary of
UBS  and  the  charter  is  attached  to this  Proxy  Statement.  A copy of UBS'
Nominating  Committee Charter is attached as Exhibit B. A copy of the charter is
not available on UBS' website. The Committee held three (3) meetings in 2004.


                                       3
<PAGE>

Meetings of UBS' Board and its Committees
     The total number of meetings of UBS' Board of  Directors  that were held in
2004 was eleven (11). All of the incumbent directors,  who were directors during
2004 (i)  attended at least  seventy-five  percent  (75%) of the total number of
meetings  of the Board of  Directors,  except  William B.  Moore,  who  attended
sixty-seven percent (67%); 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 William B. Moore,
who attended sixty-seven percent (67%) of the Executive Committee meetings.

  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.

Information about the Bank's Executive Committee

     The  Executive  Committee,  comprised of L.  Armstead  Edwards  (Chairman),
Steven L. Sanders  (Vice-Chairman),  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 2004. The Bank's Board of
Directors  does not  have a  Compensation  Committee;  the  Executive  Committee
performs that function.

Information about the Bank's Asset/Liability Committee

     The Asset Liability Management Committee,  comprised of Bernard E. Anderson
(Chairman),  L. Armstead Edwards, 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 2004, the Asset and Liability  Management  Committee held five (5)
meetings.

Information about the Bank's Audit/Compliance Committee

     The  Audit/Compliance  Committee comprised of Angela M. Huggins (Chairman),
Joseph T. Drennan,  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  registered 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 six (6) meetings during 2004.
     The  Compliance  Committee  is  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.

Information about the Bank's Loan Committee

     The Loan Committee,  comprised of David R. Bright  (Chairman),  L. Armstead
Edwards,  Evelyn F. Smalls, and Ernest Wright meets when necessary to review and
approve  loans  that are  $200,000  and over and to discuss  other  loan-related
matters. During 2004, the Loan Committee held eleven (11) 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 2004 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 William B. Moore, who attended sixty-seven percent (67%); 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 William B. Moore, who attended  sixty-seven percent (67%) of the
Executive Committee meetings.

                        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


                                       4
<PAGE>

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.

<TABLE>
<CAPTION>
<S>                                                                                   <C>           <C>
                                                                                       Age as of
Name, Principal Occupation and                                                        October 11,   Director
Business Experience For Past Five Years                                                   2005      Since(7)
----------------------------------------                                                  ----      --------


                             CONTINUING DIRECTORS
Class A
The terms of the following directors expire in 2008:
1. L. Armstead Edwards                                                                     63         1993
                Owner and President, Edwards Entertainment, Inc.
                Philadelphia, PA from 1978 until the present time
2. Marionette Y. Wilson (Frazier)                                                          60         2000
                  Retired, formerly Co-Founder/Partner, John Frazier, Inc.,
                  Philadelphia, PA from 1981 -  2002
3. Ernest L. Wright                                                                        77         1993
                   Founder, President and CEO of Ernest L. Wright
                   Construction Company, Philadelphia, PA from 1976 until 2000

                    DIRECTOR STANDING FOR ELECTION
Class B
The terms of the following directors expire in 2009:
1. Ahsan M. Nasratullah
         President, JNA Capital, Inc. Philadelphia, PA from April 1994                     48         2004
         to present



                            CONTINUING DIRECTORS
Class C
The terms of the following directors expire in 2006:
1. Bernard E. Anderson                                                                     67         2002
              Professor of Management/Practicing Economist at the
         Wharton
         School, University of Pennsylvania, Philadelphia, PA

2. David R. Bright                                                                         66         2002
         Retired, Executive Vice President, Meridian Bancorp
         Philadelphia, PA

3. Steven L. Sanders                                                                       45         2002
               President, First Genesis/CFG
               Newtown Square, PA
4.  Joseph T. Drennan
                 Chief Financial  Officer,  Universal  Capital  Management Inc.            60         2004
                 Wilmington, DE




                              CONTINUING DIRECTORS
Class D
The terms of the following directors expire in 2007:
1. William B. Moore                                                                        63         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                                                                        60         2000

</TABLE>


                                       5
<PAGE>

         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



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.
(8)  Angela M. Huggins retired from the board in 2005 upon expiration of her
     term.


                                       6
<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 October 11, 2005 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.

Name                                          Common            Percent of
                                         Stock(9,10,11)     Outstanding Stock
Current Directors                        --------------     -----------------
L. Armstead Edwards......................     10,833             1.0138%
Marionette Y. Wilson (Frazier)...........     17,900             1.6751%
Ernest L. Wright.........................     7,084                 *
Bernard E. Anderson......................      850                  *
David R. Bright..........................      850                  *
Joseph T. Drennan........................      783                  *
Ahsan M. Nasratullah.....................      833                  *
Steven L. Sanders........................     1,000                 *
William B. Moore.........................     1,834                 *
Evelyn F. Smalls.........................      500                  *

(9)  Stock  ownership  information is given as of October 11, 2005, and includes
     shares that the individual has the right to acquire (other than by exercise
     of stock  options)  within  sixty (60) days of  October  11,  2005.  Unless
     otherwise  indicated,  each director and each such named executive  officer
     holds sole voting and investment power over the shares listed.
(10) 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.
(11) 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.)

Certain Executive Officers
Evelyn F. Smalls.........................     500**                 *
Brenda M. Hudson-Nelson..................       50                  *
All Current Directors and Executive
Officers as a Group .....................    42,517             3.9788% ***
------------------
 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 October 11, 2005,
     plus the shares subject to the exercisable option.

<TABLE>
<CAPTION>
<S>                                        <C>              <C>                                                     <C>
                       UBS' 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 October 11, 2005:
                                                                                                                     UBS Stock
      Name, Principal Occupation and           Age as of    Office with the UBS and/or Bank                         Beneficially
                                                            -------------------------------
   Business Experience For Past 5 Years    October 11, 2005                                                            Owned
   -------------------------------------   ----------------                                                            -----

Evelyn F. Smalls(12,13)                           60        President and Chief Executive Officer and                   500
                                                            Director of UBS and Bank
Brenda M. Hudson-Nelson(14)                       43        Executive Vice President and Chief Financial Officer         50
                                                            of UBS and Bank
</TABLE>


                                       7
<PAGE>


------------------
Footnote Information Concerning Executive Officers
(12) 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.
(13) 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.
(14) 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.

                             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  Directors15   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, 30 South 15th Street, 12th Floor, Philadelphia, Pennsylvania 19102.

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, 2004 (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  2004 will be  reported  in the proxy  statement  for UBS' 2005
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.

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>
<S>                                                                     <C>      <C>

                                                                                        Annual Compensation(15)
                                                                                                      Stock        All Other
                Name and Principal Position During 2004                 Year    Salary      Bonus    Options   Compensation(16)
                ---------------------------------------                 ----    ------   -  ------   -------   ----------------
                                                                                             ($)       (#)            ($)
Evelyn F. Smalls                                                        2004     $149,588     --       --             --
President and Chief Executive Officer                                   2003     $139,050     --       --             --
Of UBS and the Bank                                                     2002     $148,009     --       --             --


Brenda M. Hudson-Nelson                                                 2004     $106,044     --       --             --
Executive Vice President and Chief Financial                            2003      $97,850     --       --             --
Officer of UBS and the Bank                                             2002     $102,112     --       --             --

</TABLE>

------------------
Footnote Information Concerning Executive Compensation
(15) 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.
(16) 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.


                                       8
<PAGE>

Executive Employment Agreements
     The Bank entered into a new  Employment  Agreement with Evelyn F. Smalls in
November 2004 to continue to serve as the Bank's  President and Chief  Executive
Officer.  The term of the  Employment  Agreement  is  three  (3)  years,  unless
extended or  terminated.  The Employment  Agreement  provides for an annual base
salary  of  $160,000  that  may be  increased,  but  not  decreased.  Under  her
Employment  Agreement,  Ms. Smalls has an  opportunity to receive an annual cash
bonus based on performance  targets specified in the Employment  Agreement which
are based on the annual earnings of the Bank.
     The  Bank  entered  into  a  new   Employment   Agreement  with  Brenda  M.
Hudson-Nelson in November 2004 to continue to serve as the Bank's Executive Vice
President and Chief Financial Officer.  The term of the Employment  Agreement is
three (3)  years,  unless  extended  or  terminated.  The  Employment  Agreement
provides for an annual base salary of $115,000  that may be  increased,  but not
decreased.  Under her Employment Agreement, Ms. Hudson-Nelson has an opportunity
to receive an annual cash bonus 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  2004  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.

Audit Committee Report
     In connection with the preparation and filing of UBS' Annual Report on Form
10-K for the year ended December 31, 2004, the Audit  Committee (i) reviewed and
discussed the audited financial statements with UBS' management,  (ii) discussed
with McGladrey and Pullen,  LLP, UBS' independent  registered  public accounting
firm,  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  McGladrey and Pullen,  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, 2004.

     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 (Frazier)

                                       9
<PAGE>

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 2004. 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 UBS or Bank director or member of a
Committee  of the Board of  Directors  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.


                                       10
<PAGE>


                                   PROPOSAL 1
                              ELECTION OF DIRECTORS
                           (Item 1 on the Proxy Card)

Nominees for Directors
     The following person has been nominated by UBS' Board of Directors for
election as directors to serve as follows:

         Class B - Term Expires in 2009
         ------------------------------
         (1)  Ahsan M. Nasratullah

         and until his successor is elected and takes 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 nominee for director. Proxies
solicited by the Board of Directors will be voted for the nominee listed above,
unless the shareholders specify a contrary choice in their proxies.

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

                  CHANGE OF INDEPENDENT PUBLIC ACCOUNTING FIRM
         On December 16, 2004, United Bancshares, Inc. ("UBS") dismissed Grant
Thornton, LLP as its independent registered public accounting firm and retained
McGladrey & Pullen, LLP ("McGladrey & Pullen"), Certified Public Accounts, as
its new independent registered public accounting firm on December 16, 2004 to
audit UBS' financial statements. The decision to change independent accountants
was made by the Audit Committee of UBS' Board of Directors, because of the costs
savings, which will be realized by appointing McGladrey & Pullen as its
independent accountants to audit UBS' financial statements.

         The independent registered public accounting firm report issued by
Grant Thornton, LLP on the financial statements of UBS for the two years ended
December 31, 2003 and 2002 did not contain an adverse opinion or a disclaimer of
opinion, nor were they modified as to uncertainty, audit scope or accounting
principles, except that its report on UBS' financial statements for the year
ended December 31, 2003, contained an explanatory paragraph indicating that
substantial doubt exists about UBS' ability to continue as a going concern.

         The decision to change independent public accountants was made by the
Audit Committee of UBS' Board of Directors on December 16, 2004.

         During each of the fiscal years ended December 31, 2002 and 2003 and
subsequent interim periods through December 16, 2004, there were no
disagreements between UBS and Grant Thornton, LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement (s), if not resolved to the satisfaction of Grant
Thornton, LLP would have caused it to make reference to the subject matter of
the disagreement (s) in connection with its reports; and there were no
"reportable events" as that term is used in Item 304 (a)(1)(iv) of Regulation
S-K occurring within UBS two (2) most recent fiscal years and the subsequent
interim periods through December 16, 2004.

         UBS has provided Grant Thornton, LLP with a copy of the foregoing
disclosures and has requested that Grant Thornton, LLP review such disclosures
and furnish a letter addressed to the Securities and Exchange Commission stating
whether Grant Thornton, LLP agree with such statements. A copy of Grant Thornton
LLP's letter response to such request is attached as Exhibit 16 to UBS' Form 8-K
filed with the Commission on December 22, 2004.

     The Audit Committee of the Board of UBS engaged McGladrey & Pullen as its
new independent public accountants to audit UBS' financial statements as of
December 16, 2004, for the fiscal year ended December 1, 2004 and until a new
independent public accounting firm is appointed by UBS' Board of Directors.
During the fiscal years ended December 31, 2002 and 2003 and subsequent interim
periods through December 16, 2004, neither UBS or any one on UBS' behalf has
consulted with McGladrey & Pullen regarding (i) the application of accounting
principles to a specific transaction, either completed or proposed, or the type
of audit opinion that might be rendered on UBS' financial statement, or (ii) any




                                       11
<PAGE>

matter that was either the subject of a disagreement as that term is used in
Item 304 (a)(1)(iv) of Regulation S-K and the related instructions to Item 304
of Regulation S-K.
                            AUDIT AND NON-AUDIT FEES
      The following table presents the fees billed for professional services for
each of the last two fiscal years by UBS' independent registered accounting
firms by category:

          McGladrey and Pullen, LLP:          2004            2003
                                            --------        --------

          Audit Fees                        $ 62,500             $--
          Audit-related fees                                      --
          Tax fees                                --              --

          All other fees                                          --
                                            --------        --------
             Total fees                     $ 62,500        $     --
                                            ========        ========


          Grant Thornton LLP:                 2004            2003
                                            --------        --------
            Audit Fees                      $   --          $ 83,500
            Audit-related fees                15,750          15,750
            Tax fees                           8,000           7,000
            All other fees                      --              --
                                            --------        --------
             Total fees                     $ 23,750        $106,250
                                            ========        ========


     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 minimum exceptions for non-audit
services described in Section 10A (i) (1) (B) of the Securities Exchange Act of
1934 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 McGladrey and Pullen LLP.

                                   PROPOSAL 2
                         RATIFICATION OF APPOINTMENT OF
                  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                           (Item 2 on the Proxy Card)

      The firm of McGladrey and Pullen LLP has been appointed by the Board of
Directors to serve as UBS' independent registered public accounting firm for the
fiscal year beginning January 1, 2005. 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 registered public accounting firm. 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
registered public accounting firm will be reconsidered by the Board of
Directors.

     The resolution being voted on is as follows:

             RESOLVED, that the shareholders of UBS ratify and confirm the
             appointment of McGladrey and Pullen LLP as UBS' independent
             registered public accounting firm for the year 2005.

     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 McGladrey and Pullen LLP as UBS' independent registered public
accounting firm for the year 2005.



                                       12
<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, 2004.

                                 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 2006

     UBS' Annual Meeting of Shareholders will be held on or about November 14,
2006. 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 June 22, 2006. 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, 30 S. 15th Street, 12th Floor, Philadelphia, Pennsylvania 19102.

                             ADDITIONAL INFORMATION

     A copy of UBS' Annual Report for the fiscal year ended December 31, 2004,
containing, among other things, financial statements examined by its independent
registered public accountants, was mailed with this Proxy Statement on or about
October 20, 2005 to the shareholders of record as of the close of business on
October 11, 2005.

     Upon written request of any shareholder, a copy of UBS' Annual Report on
Form 10-K for its fiscal year ended December 31, 2004, 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, 30 S. 15th Street,
Philadelphia, Pennsylvania 19102.
                                              By Order of the Board
                                              of Directors of
                                              United Bancshares, Inc.

                                              /s/ William B. Moore

                                              William B. Moore, Secretary


                                    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.



                                       13
<PAGE>


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.

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



                                       14
<PAGE>



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.

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 Allowance for Loan Losses ("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.



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<PAGE>


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.

               -    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.



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                                    Exhibit B

                             United Bancshares, Inc.

                          NOMINATING COMMITTEE CHARTER

The Nominating Committee (the "Committee") of United Bancshares, Inc. (the
"Company") is responsible for the selection, qualification and compensation of
Board members and candidates. The Committee acts as a nominating committee for
Director candidates and Board committee membership. The Committee assists the
Board with oversight of other corporate governance matters.

PURPOSE
The Committee shall consider and report periodically to the Board of Directors
on all matters relating to the selection, qualification, and compensation of
members of the Board and candidates nominated to the Board, as well as any other
matters relating to the duties of the members of the Board.

The Committee shall act as a nominating committee with respect to candidates for
Directors and will make recommendations to the full Board concerning the size of
the Board and structure of committees of the Board. The Committee shall also
assist the Board with oversight of corporate governance matters.

COMMITTEE MEMBERSHIP
The Committee shall consist of at least three members. All members of the
Committee shall be "independent directors" as determined by the Board of
Directors pursuant to the Company's Corporate Governance Guidelines and the NASD
Listing Standards, and shall meet any other applicable standards of the
Securities Exchange Act of 1934 and rules and regulations promulgated
thereunder, as they may from time to time be amended. New Committee Members will
receive appropriate training and orientation.

The members of the Committee shall be appointed by the Board, with one of the
members appointed as Committee Chair. Committee members may be appointed or
removed by a majority vote of the entire Board of Directors.

MEETINGS
The Committee shall meet as often as it determines, but not less frequently than
quarterly. A majority of the members shall constitute a quorum. Minutes of each
meeting will be taken and recorded.

COMMITTEE AUTHORITY AND RESPONSIBILITIES

The Committee shall:

1.   Develop qualification criteria for members of the Board of Directors.

2.   Recommend to the Board the individuals to constitute the nominees of the
     Board of Directors for election at the next annual meeting of stockholders
     and who will be named as such nominees in the proxy statement used for
     solicitation of proxies by the Board.

3.   Recommend and nominate an individual for Director to fill the unexpired
     term of any vacancy existing in the Board of Directors or created by an
     increase in the size of the Board.

4.   Recommend and nominate members of standing Committees of the Board.

5.   Conduct an annual study of the size and composition of the Board of
     Directors and from time to time make recommendations to the Board for
     changes in the size of the Board.

6.   Recommend and nominate individuals for election as officers of the Company.

7.   Provide oversight of corporate governance matters to the Board.

8.   Develop and recommend to the Board the Corporate Governance Guidelines
     applicable to the Company. Review and reassess at least annually the
     adequacy of the Board's Charter and Corporate Governance Guidelines and
     make recommendations to the Board as appropriate.

9.   Recommend to the Board a code of business conduct and ethics applicable to
     employees, officers and directors of the Company and the process for
     consideration and disclosure of any requested waivers of such codes for
     directors or executive officers of the Company.


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10.  Oversee annual performance evaluations of the Board of Directors.

11.  Oversee the orientation of new Directors.

12.  Review competitive practice data regarding non-employee director
     compensation and make recommendations to the Board with respect to the
     amount and form of such compensation

DELEGATION TO SUBCOMMITTEES


The Committee may form and delegate authority to subcommittees when appropriate.

REPORTS TO THE BOARD OF DIRECTORS


The Committee shall make regular reports to the Board of Directors.

OUTSIDE COUNSEL OR OTHER CONSULTANTS

In connection with its duties and responsibilities, the Committee shall have the
sole authority to retain outside legal, accounting or other advisors or director
candidate search firms to assist in fulfilling their responsibilities, including
the authority to approve the fees payable by the Company to such advisors and
other retention terms.

ANNUAL REVIEW OF THE CHARTER AND PERFORMANCE

The Committee shall annually review its performance. In addition, the Committee
shall review and reassess the adequacy of this Charter annually and recommend to
the Board any changes it considers necessary or advisable.





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