UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  x                    Filed by a Party other than the Registrant  ¨

Check the appropriate box:

UNITED SECURITY BANCSHARES, INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

TO OUR SHAREHOLDERS:

We will hold the 20132015 Annual Meeting of Shareholders of United Security Bancshares, Inc. (“Bancshares”USBI”) at 2:10:00 p.m.a.m., Central Daylight Time, on Thursday, May 16, 2013,Friday, April 24, 2015, at Alabama Southern Community College, 30755 Highway 43 South, Thomasville, Alabama 36784.

We have enclosed a notice of the meeting, a proxy statement, a proxy card and the Annual Report to Shareholders for 20122014 and hope that you will study the enclosed materials carefully and attend the meeting in person.

Whether or not you plan to attend the meeting, please complete, sign and date the enclosed proxy card and return it as promptly as possible. You may return the proxy card by mail in the accompanying envelope, or you may vote your shares via the Internet or by telephone. Please review the instructions on each of these options in the proxy statement and on your proxy card. You may revoke your proxy by voting in person at the meeting, by signing and delivering a later-dated proxy card, by giving written notice of revocation to the Secretary of BancsharesUSBI or by a later vote via the Internet or by telephone at any time before the proxy is voted.

Sincerely,

Hardie B. KimbroughAndrew C. Bearden, Jr.

Chairperson of the Board

James F. House

President and Chief Executive Officer

April 3, 2013March 20, 2015

UNITED SECURITY BANCSHARES, INC.

131 West Front Street

Post Office Box 249

Thomasville, Alabama 36784

(334)636-5424

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

to be held on

May 16, 2013April 24, 2015

TO THE SHAREHOLDERS OF UNITED SECURITY BANCSHARES, INC.:

United Security Bancshares, Inc. (“Bancshares”USBI”) will hold its 20132015 Annual Meeting of Shareholders (the “Annual Meeting”) at Alabama Southern Community College, 30755 Highway 43 South, Thomasville, Alabama 36784, on Thursday, May 16, 2013,Friday, April 24, 2015, at 2:10:00 p.m.a.m., Central Daylight Time, for the following purposes:

The Board of Directors has fixed the close of business on March 19, 20135, 2015 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting.

A complete list of the shareholders of BancsharesUSBI will be available and open for examination by any shareholder of BancsharesUSBI during ordinary business hours beginning two business days after the mailing of this notice of the Annual Meeting.

All shareholders are cordially invited to attend the Annual Meeting. Information on how to obtainabout the Annual Meeting, including directions to be able to attend the Annual Meeting, and vote in person can be found at the following website: http://www.cfpproxy.com/4328.www.edocumentview.com/USBI. Whether or not you plan to attend the Annual Meeting in person, you are requested to complete, sign and date the enclosed proxy card and send it promptly by mail in the envelope provided for this purpose, or vote your shares via the Internet or by telephone using the instructions provided in the proxy statement and on your proxy card. The proxy may be revoked by voting in person at the Annual Meeting, by signing and delivering a later-dated proxy card, by giving written notice of revocation to the Secretary of BancsharesUSBI or by a later vote via the Internet or by telephone at any time prior to the voting thereof.

By Order of the Board of Directors,

Beverly J. Dozier

Secretary

Thomasville, Alabama

April 3, 2013March 20, 2015

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 16, 2013: BANCSHARES’APRIL 24, 2015: USBI’S PROXY STATEMENT AND 20122014 ANNUAL REPORT ARE AVAILABLE AT http://www.cfpproxy.com/4328.www.edocumentview.com/USBI.

PROXY STATEMENT

TABLE OF CONTENTS

i

ii

UNITED SECURITY BANCSHARES, INC.

131 West Front Street

Post Office Box 249

Thomasville, Alabama 36784

(334) 636-5424

PROXY STATEMENT

TABLE OF CONTENTS

i

UNITED SECURITY BANCSHARES, INC.

131 West Front Street

Post Office Box 249

Thomasville, Alabama 36784

(334)636-5424

PROXY STATEMENT

FOR THE

20132015 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 16, 2013APRIL 24, 2015

INTRODUCTION

This Proxy Statement is furnished on or about April 3, 2013March 20, 2015 by United Security Bancshares, Inc. (“Bancshares”USBI”) to the holders of common stock of BancsharesUSBI in connection with the 20132015 Annual Meeting of Shareholders, and any adjournments or postponements thereof, to be held on Thursday, May 16, 2013,Friday, April 24, 2015, at 2:10:00 p.m.a.m., Central Daylight Time, at Alabama Southern Community College, 30755 Highway 43 South, Thomasville, Alabama 36784 (the “Annual Meeting”). The matters to be considered and acted upon are:

The Board of Directors of BancsharesUSBI is soliciting the proxy, which is revocable at any time before it is voted. You may revoke the proxy by voting in person at the Annual Meeting, by signing and delivering a later-dated proxy card, by giving written notice of revocation to the Secretary of BancsharesUSBI or by a later vote via the Internet or by telephone. We must, however, actually receive the written notice,later-dated proxy card or later Internet or telephone vote before the vote of the shareholders. We will vote all properly executed proxies delivered pursuant to this solicitation at the Annual Meeting and in accordance with instructions given, if any. If no instructions are given, we will vote the proxies as recommended by the Board – FOR Proposals 1, 2 3 and 43 – and in accordance with the instructions of management as to any other matters that may come before the Annual Meeting.

To vote by proxy, you must do one of the following:

•

Vote by Mail. If you choose to vote by mail, please complete, sign, date and return your proxy card in the accompanying envelope. Please promptly mail your proxy card to ensure that it is received prior to the Annual Meeting.

NOTE: If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker, bank or other nominee who is considered the shareholder of record with respect to those shares. You must follow the instructions for voting your shares that you receive from your broker, bank or other nominee. Please refer to the section below entitled “Voting Shares Held in ‘Street Name’” for more information about how to vote your shares.

Bancshares

USBI will pay the cost of soliciting proxies. In addition to soliciting proxies by mail, we may solicit proxies by personal interview, telephone, facsimile and electronic communication. Banks, brokers or other nominees will forward the proxy materials to their principals or beneficial owners and obtain authorization for the execution of proxies. BancsharesUSBI will, upon request, reimburse banks, brokers and other nominees for their reasonable expenses in forwarding proxy materials to their principals or beneficial owners.

Shareholders Eligible to Vote

We are sending this Proxy Statement to shareholders of record as of the close of business on March 19, 2013.5, 2015. Only shareholders as of this date are eligible to vote at the Annual Meeting. At the close of business on March 19, 2013,5, 2015, there were 6,041,7926,043,292 shares of common stock of Bancshares,USBI, par value $0.01 per share, outstanding.outstanding and eligible to receive notice of and to vote at the Annual Meeting. Each shareholder is entitled to one vote in person or by proxy for each share of common stock held on all matters properly to come before the Annual Meeting.

Information About a Quorum

At the Annual Meeting, the presence of a majority of the outstanding shares of Bancshares’USBI’s common stock entitled to vote, represented in person or by proxy, shall constitute a quorum for the transaction of business. If a quorum is not present, or if the Chairperson of the Annual Meeting decides that more time is necessary for the solicitation of proxies, the Chairperson may adjourn the Annual Meeting, with or without a shareholder vote. Alternatively, if there is a shareholder vote to adjourn the Annual Meeting based on the absence of a quorum, the named proxies will vote all shares of common stock for which they have voting authority in favor of the adjournment.

Vote Required to Approve Proposals

Assuming the presence of a quorum, the directors of BancsharesUSBI will be elected by a plurality of the shares cast at the Annual Meeting – in other words, the director nomineesdirector-nominees receiving the most votes will be elected (Proposal 1). The approval of the United Security Bancshares, Inc. 2013 Incentive Plan (Proposal 2) and the ratification of the appointment of Carr, Riggs & Ingram, LLC as independent registered public accountants for the year ending December 31, 20132015 (Proposal 3)2) will require the affirmative vote of a majority of the shares represented at the Annual Meeting in person or by proxy and entitled to vote on the matter. Proposal 43 calls for the advisory approval of Bancshares’USBI’s executive compensation and will require for adoption the affirmative vote of a majority of the shares represented at the Annual Meeting in person or by proxy and entitled to vote on the matter.

Following the Annual Meeting, we will file a Current Report on Form 8-K with the Securities and Exchange Commission to disclose the results of voting on each proposal, as required by applicable rules.

Abstentions

A shareholder may abstain from voting or withhold his or her vote, as applicable (collectively, “abstentions”), with respect to each item submitted for shareholder approval.approval, including the election of directors. Abstentions will be counted as present for purposes of determining the existence of a quorum but will be counted as not voting on any proposal brought before the Annual Meeting. Since the election of directors (Proposal 1) is determined by the votes cast at the Annual Meeting, abstentions will not affect the outcome of this matter. An abstention as to the approval of the United Security Bancshares, Inc. 2013 Incentive Plan (Proposal 2), the ratification of the appointment of Carr, Riggs & Ingram, LLC as independent registered public accountants for the year ending December 31, 20132015 (Proposal 3)2) and the advisory approval of Bancshares’USBI’s executive compensation (Proposal 4)3) will have the same effect as voting against these proposals, given that the outcome of each proposal is determined by the shares represented at the Annual Meeting and entitled to vote on the matter.

Voting Shares Held in “Street Name”

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your

broker, bank or other nominee who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote, and you are also invited to attend the Annual Meeting. Your broker, bank or other nominee has enclosed a voting instruction card for you to use in directing the broker, bank or other nominee regarding how to vote your shares. If you hold your shares in “street name,” it is critical that you return the voting instruction card as directed by your broker, bank or other nominee if you want your votes to count in the election of directors (Proposal 1) and with respect to the approval of the United Security Bancshares, Inc. 2013 Incentive Plan (Proposal 2) and the advisory approval of Bancshares’USBI’s executive compensation (Proposal 4)3). If you hold your shares in “street name” and want to vote in person at the Annual Meeting, you must obtain a proxy card from your broker, bank or other nominee and bring that proxy card to the Annual Meeting.

In the past, if you held your shares in “street name,” and you did not indicate how you wanted your shares to be voted in the election of directors, your broker, bank or other nominee was allowed to vote those shares on your behalf in the election of directors as they felt appropriate. Certain regulatory changes have taken away the ability of your broker, bank or other nominee to vote your uninstructed shares in the election of directors on a discretionary basis. Similarly, if you do not direct your broker, bank or other nominee as to how to vote with respect to the approval of the United Security Bancshares, Inc. 2013 Incentive Plan (Proposal 2) and the advisory approval of Bancshares’USBI’s executive compensation (Proposal 4)3), your broker, bank or other nominee may not vote on these matters.Therefore, if you hold your shares in “street name” and do not instruct your bank, broker or other nominee on how to vote in the election of directors or with respect to the incentive plan matter and theadvisory approval of executive compensation, matter, your shares will not be voted for any director nominee, the incentive plan matter,director-nominee, the executive compensation matter or on any other proposal with respect to which your broker, bank or other nominee does not have discretionary authority (resulting in a “broker non-vote”).

Broker non-votes are counted for general quorum purposes but are not deemed to be present with respect to any matter for which a broker does not have discretionary authority to vote. Broker non-votes will not be counted for purposes of the election of directors (Proposal 1) but will have no effect on the outcome of the election of directors based on the plurality voting standard. Broker non-votes will not be taken into account in determining the outcome of the approval of the United Security Bancshares, Inc. 2013 Incentive Plan (Proposal 2) orwith respect to the advisory approval of Bancshares’ executive compensation (Proposal 4)3). Your bank, broker or other nominee will continue to have discretion to vote any uninstructed shares on the ratification of the appointment of Carr, Riggs & Ingram, LLC as independent registered public accountants for the year ended December 31, 20132015 (Proposal 3)2); therefore, there should be no broker non-votes with respect to this item.

PROPOSAL 1

ELECTION OF DIRECTORS

Bancshares’USBI’s Bylaws provide that the Board of Directors shall consist of not less than three (3) and not more than twenty-five (25) directors, and, if a number is not fixed by the Board of Directors, the Bylaws state that there shall be sixteen (16) directors. On February 28, 2013,There are currently fifteen (15) directors serving on the Board, of Directors approved an increase in the size of the Board of Directors from eleven (11) to twelve (12) persons and, elected A. J. Strickland, III to fill the vacancy created by the increase in the size of the Board of Directors. However, Hardie B. Kimbrough, who currently serves as a member of the Board of Directors and as its Chairperson, has reached the retirement age for Board membership, as set forth in Bancshares’ Guidelines on Significant Governance Issues, and, as a result, although he will serve through the conclusion of the Annual Meeting, Mr. Kimbrough is not being nominated for re-election to the Board of Directors. Therefore, at a meeting on February 28, 2013,27, 2015, the Board of Directors approved a reduction invoted to maintain the current size of the Board of Directors from twelve (12) to eleven (11) persons, effective as of the conclusion offollowing the Annual Meeting. The Nominating, Executive and Corporate Governance Committee and the current Board of Directors believe that a Board of Directors of eleven (11)fifteen (15) persons is practical and efficient at this point in time.

Based on the nominations of the Nominating, Executive and Corporate Governance Committee, the Board of Directors recommends that the shareholders elect the eleven (11)fifteen (15) director-nominees named below to hold office until the 20142016 Annual Meeting of Shareholders of BancsharesUSBI or until their successors are elected and qualified. All of the nominees currently serve as directors. Unless “Withhold” or “For All Except” is noted as to all or some of the nominees, proxies will be voted at the Annual Meeting FOR the election of the eleven (11)fifteen (15) nominees to the Board of Directors. Shareholders may not vote for a greater number of persons than the number of nominees named.THE BOARD RECOMMENDSTHAT YOU VOTEFOR THE ELECTION OF THE ELEVEN (11)FIFTEEN (15) NOMINEES.

While we know of no reason why any nominee would be unable to serve as a director, if, before the voting at the Annual Meeting, any person nominated to be elected as a director is unable to serve, the shares that would otherwise be voted for suchthat person may be voted for the election of sucha substitute person asrecommended by the Board of Directors may recommend.Directors.

The following provides certain biographical information about the individuals who have been nominated for election as directors of Bancshares.USBI. Each of the nominees currently serves as a director of Bancshares.USBI. The biographical information for each of the nominees below contains a description of the individual’s service as a director, business experience, director positions held currently or at any time during the last five years, if applicable, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes and skills that caused the Board of Directors to determine that the individual should serve as a director. The stock ownership with respect to each nominee is set forth in the table entitled “Security Ownership of Certain Beneficial Owners and Management” that appears in this Proxy Statement on page 35.Statement.

Subsequent to the Annual Meeting, Bancshares,USBI, as the sole shareholder of First United SecurityUS Bank, Bancshares’USBI’s banking subsidiary (“First United Security”(the “Bank”), intends to re-elect all of the newly-electednewly elected directors of BancsharesUSBI as directors of First United Security.the Bank.

Information regarding the executive officers of BancsharesUSBI who are not directors as well as information regarding Mr. Kimbrough, who is not standing for re-election to the Board of Directors at the Annual Meeting, is also provided below.

Information About Director-Nominees

Gerald P. Corgill Director since 1985 Age 7173		Mr. Corgill has served as President of Dozier Hardware Company, Inc., a hardware and building supply company, including a gift shop, in Thomasville, Alabama since 1982.   The Board of Directors believes that Mr. Corgill’s skills and business experience, as well as the various operational and leadership roles in which he has served his business, all provide him with a wide range of knowledge on topics important to business, which knowledge contributes greatly to the composition of the Board of Directors.

John C. Gordon Director since 1997 Age 5557		Mr. Gordon has been self-employed, performing forestry, timberland and investment services for Forest Services, Inc. (land management) since 1994 and for SS&J Land Co., Inc. since 1998. Mr. Gordon serves as president of both entities.   Mr. Gordon’s business management, investment and risk assessment skills obtained from his leadership of these companies and his experience in the forestry business are all valuable to the Board of Directors.
William G. Harrison Director since 1976 Age 6768		Mr. Harrison served as Timber Settlements and Records Manager for Linden Lumber Company (sawmill) from 1999 until his retirement in 2008. For approximately 20 years prior to his position at Linden Lumber Company, Mr. Harrison was the Chief Executive Officer and sole owner of Bedsole Dry Goods, a department storeretail chain consisting of department stores and variety stores.   The Board of Directors believes that Mr. Harrison’s extensive business experience, specifically his understanding of accounts management and credit and collection risk, contributes greatly to the composition of the Board of Directors.
James F. House Director since 2011 Age 6062		Mr. House became a director of BancsharesUSBI pursuant to an employment agreement among Bancshares, First United SecurityUSBI, the Bank and Mr. House dated November 7, 2011, and Mr. House has served as President and Chief Executive Officer of BancsharesUSBI and First United Securitythe Bank since that date. Mr. House has extensive prior experience in the banking industry. From May 2009 until November 2011, he served as Florida Division President of BankTrust. From 2005 until 2009, Mr. House was a business consultant focusing on management, investments and commercial and consumer lending issues. Prior to that, he held numerous executive and senior management positions with SouthTrust Bank, including Executive Vice President, General Bank Commercial (2003-2004); Chief Executive Officer, Urban West Region (2002-2003); Chief Executive Officer, North Alabama/Tennessee Region (2000-2001); Chief Executive Officer, Birmingham Market Bank (1999-2003); and Chairman and Chief Executive Officer, SouthTrust Bank of Dothan, N.A. (1994-1998).   The Board of Directors believes that, from these years of experience in a number of positions and areas in banking and his senior executive level services to BancsharesUSBI and First United Security,the Bank, Mr. House has gained an intimate knowledge of the banking industry and, more specifically, the business and operations of BancsharesUSBI and First United Security,the Bank, which provides valuable insight to the Board of Directors.

J. Lee McPhearson Director since 2009 Age 5961		Mr. McPhearson is an attorney, currently practicing in Butler, Alabama. Mr. McPhearson also serves as County Attorney for Choctaw County, Alabama. From 1995 until 2002, Mr. McPhearson served as Circuit Judge for the First Judicial Circuit of the State of Alabama and previously served from 1981 until 1987 as District Attorney for the First Judicial Circuit. Mr. McPhearson is currently actively involved in timber and real estate enterprises.   Mr. McPhearson’s legal experience as a legal practitioner, which involves some representation and advising of business entities, as well as his knowledge and understanding of the communities served by BancsharesUSBI and First United Securitythe Bank gained through his time on the bench, all contribute greatly to the Board of Directors. Additionally, Mr. McPhearson’s experience in the timber and real estate industries provides valuable insight to the Board of Directors regarding land and timber valuations and market conditions, which are important to the business of BancsharesUSBI and First United Security.the Bank.
Jack W. Meigs Director since 1997 Age 5557		Mr. Meigs has served as Circuit Judge for the Fourth Judicial Circuit of the State of Alabama since 1991.   The Board of Directors believes that Mr. Meigs’ extensive legal experience in the local area, both as a practitioner and as a judge, provides him with a wide range of management skills and knowledge on topics important to business,businesses, which contributecontributes greatly to the composition of the Board of Directors.
Aubrey S. Miller Director since 2014 Age 62		Mr. Miller has served as Executive Director of the Juvenile Diabetes Research Foundation in Birmingham, Alabama and as President of the Shelby County, Alabama Board of Education since 2009. He served as President and Chief Development Officer of the Baptist Health Foundation in Birmingham from 2005 to 2008. The Board of Directors believes that Mr. Miller’s extensive experience in leading multiple organizations and in effectively creating and implementing budgets and strategic plans allow him to provide valuable insight and advice to the Board of Directors.
Donna D. Smith Director since 2014 Age 66		Ms. Smith served as the Vice President of Human Resources and Ethics for Alabama Power Company from 2010 until her retirement in February 2014 and as Human Resources Director of Alabama Power Company and Southern Company Generation for several years prior to that. She also served on the board of directors of the Alabama Power Company Foundation and remains active in leadership positions with several philanthropic organizations and boards. The Board of Directors believes that Ms. Smith brings a valuable perspective to the Board of Directors as a result of her extensive experience in a highly regulated industry, deep and broad business experience as an executive at one of the largest employers in the state of Alabama and strong history of community involvement.
A. J. Strickland, III Director since February 2013 Age 7173		Dr. Strickland is the John R. Miller Professor of Strategic Management in the Graduate School of Business at the University of Alabama, a position he has held since 1969. Dr. Strickland is a director of American Equity Investment Life Holding Company and Twenty Services, Inc. and a former director of Statesman. Dr. Strickland is also the co-author of many strategic management books and texts used at universities worldwide. In addition, he conducts frequent industry and competitive analyses of domestic and international firms.   The Board of Directors believes that Dr. Strickland’s extensive knowledge of strategic management and the finance industry arising from his academic and practical experience will enable him to provide valuable insight to the Board of Directors.

Bruce N. Wilson Director since 1997 Age 5860		Mr. Wilson is a senior partner in the law firm of Wilson & Drinkard, where he has worked since 1993.   Through his law practice, Mr. Wilson has represented and continues to represent business and corporate clients throughout all phases of their operations. He counsels clients on various real estate, industrial and economic development, and budgetary and auditing issues. The Board of Directors believes that Mr. Wilson’s experience and understanding of these issues enable him to provide valuable insight to the Board of Directors.

Director Not Standing for Re-election

Information About Executive Officers Who Are Not Also Directors

Eric H. Mabowitz Age 5456		Mr. Mabowitz currently serves as Executive Vice President, Retail Division, Branch Administrator and Director of Community Lending of First United Security.the Bank. Mr. Mabowitz joined First United Securitythe Bank in March 2008 and previously served as Executive Vice President, Senior Lender, and Branch Administrator and as Executive Vice President, Chief Credit Officer. Prior to his employment with First United Security,the Bank, Mr. Mabowitz served as President and Chief Operating Officer of Premier Bank of the South in Cullman, Alabama from June 2007 until March 2008; as Executive Vice President, Administration for First Community Bank in Chatom, Alabama from September 2006 until June 2007; and as Executive Vice President, Chief Credit Officer for First Community Bank in Chatom, Alabama from July 2001 until September 2006.
D. Phillip Maughan, II Age 4850		Mr. Maughan has served as Executive Vice President, Commercial Division, and Senior Lender of First United Securitythe Bank since October 2010. Mr. Maughan has served in various executive level positions in the financial services industry, including Executive Vice President and Regional President of Capstone Bank from 2008 until October 2010 and as President and Chief Executive Officer of Security Bank from 2006 until 2008. Prior to 2006, Mr. Maughan held a number of positions with AmSouth Bank and then with SouthTrust Bank/Wachovia Bank.
William C. Mitchell Age 47		Mr. Mitchell has served as President and Chief Executive Officer of First United Security’s subsidiary, Acceptance Loan Company, Inc., since February 2008 and, prior to that, as Interim President and Chief Executive Officer beginning in November 2007. Mr. Mitchell has worked with Acceptance Loan Company, Inc. since May 1997.
David L. Saylors Age 6870		Mr. Saylors joined First United Securitythe Bank in August 2012 and currently serves as SeniorExecutive Vice President, Director of Human Resources. Prior to his employment with First United Security,the Bank, Mr. Saylors served as Senior Vice President and Director of Human Resources of Capstone Bank in Tuscaloosa, Alabama from November 2009 until August 2012; Executive Assistant to the President (from April 2009 until November 2009) and Financial Accountant (December 2007 until April 2009) for Marion Military Institute in Marion, Alabama; and Senior Vice President and Director of Human Resources of The Peoples Bank and Trust in Selma, Alabama from August 2000 until December 2007.

PROPOSAL 2

APPROVAL OF THE UNITED SECURITY BANCSHARES, INC. 2013 INCENTIVE PLAN

On March 22, 2013, the Board of Directors of Bancshares approved and recommended that the shareholders adopt the United Security Bancshares, Inc. 2013 Incentive Plan (the “2013 Incentive Plan”). At the Annual Meeting, Bancshares’ shareholders will consider and vote upon the approval of the 2013 Incentive Plan.

The Board of Directors believes that it is important for Bancshares to maintain a flexible and comprehensive incentive plan to provide a means of enhancing and encouraging the recruitment and retention of those individuals on whom the success of Bancshares most depends. The purpose of the 2013 Incentive Plan is to promote the interests of Bancshares and our shareholders by providing a means of granting equity and equity-related incentives, as well as cash incentives, to employees, non-employee directors and certain consultants of Bancshares and our affiliates, including First United Security, in order to provide an additional incentive to such individuals to work to increase the value of Bancshares’ common stock and to provide such individuals with a stake in the future of Bancshares that corresponds to the stake of each of Bancshares’ shareholders. If approved by Bancshares’ shareholders, the 2013 Incentive Plan will allow Bancshares and First United Security to attract, motivate and retain the most qualified employees, including officers, as well as directors and consultants, and link the interests of such individuals with the interests of Bancshares’ shareholders.

A summary of the principal features of the 2013 Incentive Plan is provided below. The summary is qualified in its entirety by reference to the full text of the 2013 Incentive Plan, which is attached asAppendix A to this Proxy Statement.

General

The 2013 Incentive Plan provides for the grant of incentive and nonqualified stock options, stock appreciation rights, awards of restricted stock and restricted stock units and performance compensation awards, including performance-based cash bonuses, to employees, non-employee directors and certain consultants of Bancshares and our affiliates, including First United Security. No determinations have been made to date with respect to the types or amounts of awards that may be granted to specific individuals pursuant to the 2013 Incentive Plan, and no awards will be granted pursuant to the 2013 Incentive Plan until the plan is approved by the shareholders.

Eligibility

Persons eligible to participate in the 2013 Incentive Plan include all members of the Board of Directors of Bancshares (comprised of eleven persons following the Annual Meeting), all employees, including officers, of Bancshares and our affiliates (currently approximately 290 persons) and any consultants of Bancshares and our affiliates.

Administration

Except as may otherwise be determined by the Board of Directors, the 2013 Incentive Plan will be administered by the Compensation Committee of the Board of Directors, which committee shall have the authority to, among other things, grant awards under the 2013 Incentive Plan and prescribe the terms and conditions of such awards. The Compensation Committee may delegate administration of the 2013 Incentive Plan to a committee or committees of one or more members of the Board of Directors, provided, however, that such committee must consist of two or more non-employee directors, pursuant to Rule 16b-3 of the

Securities Exchange Act of 1934, as amended, who are also “outside directors,” pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), unless otherwise determined by the Board of Directors.

Shares Available

A total of 600,000 shares of Bancshares’ common stock are reserved for issuance under the 2013 Incentive Plan, all of which may be granted as incentive stock options. Any shares of common stock granted in connection with options and stock appreciation rights will be counted against this limit as one share for every one option or stock appreciation right awarded. Any shares of common stock granted in connection with awards other than options and stock appreciation rights shall be counted against this limit as two shares of common stock for every one share of common stock granted in connection with such award. Shares of common stock available for distribution under the 2013 Incentive Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by Bancshares in any manner. Any shares of common stock subject to an award that is canceled, forfeited or expires prior to exercise or realization, either in full or in part, shall again become available for issuance under the plan in accordance with the terms of the plan. The number of shares reserved for issuance may be adjusted in the event of a stock or extraordinary cash dividend, stock split or reverse stock split, or an extraordinary corporate transaction, such as any recapitalization, reorganization, merger, consolidation, combination or exchange, or any other relevant change in capitalization occurring after the date of grant of an award under the plan.

Types of Awards Available

•

Performance Compensation Awards – The 2013 Incentive Plan provides that the Compensation Committee may designateworking as a performance compensation award any award, other than optionsloan officer and stock appreciation rights, in order to qualify the award as “performance-based compensation” under Section 162(m) of the Code. Performance Compensation Awards under the 2013 Incentive Plan may also consist of performance-based cash bonuses.

Amendment and Termination

The Board of Directors may, at any time, and from time to time, amend or terminate the 2013 Incentive Plan; provided, however, that, except in certain limited circumstances (e.g., amendments relating to adjustments upon changes in the common stock and amendments that the Board deems necessary or advisable to provide eligible participants with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder), no amendment will be effective unless approved by the shareholders as may be required by applicable laws, stock exchange rules or other regulations. The 2013 Incentive Plan will automatically terminate on March 22, 2023.

Federal Income Tax Consequences

The following summarizes only the federal income tax consequences of participation under the 2013 Incentive Plan based upon federal income tax laws in effect on the date of this Proxy Statement. This summary does not purport to be complete and does not discuss any non-U.S., state or local tax consequences. In addition, the discussion does not address tax consequences that may vary with, or are contingent on, a participant’s individual circumstances. Each participant in the 2013 Incentive Plan is strongly urged to consult with his or her tax advisor regarding participation in the plan.

With respect to nonqualified stock options, Bancshares is generally entitled to deduct, and the optionee recognizes taxable income in an amount equal to, the difference between the option exercise price and the fair market value of the shares at the time of exercise. A participant receiving incentive stock options will not recognize taxable income upon grant. Additionally, if applicable holding period requirements are met, the participant will not recognize taxable income at the time of exercise. However, the excess of the fair market value of the shares of Bancshares’ common stock received over the option price is an item of tax preference income potentially subject to the alternative minimum tax. If stock acquired upon exercise of an incentive stock option is held for a minimum of two years from the date of grant and one year from the date of exercise, the gain or loss (in an amount equal to the difference between the fair market value on the date of sale and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and Bancshares will not be entitled to any deduction. If the holding period requirements are not met, the incentive stock option will be treated as one that does not meet the requirements of the Code for incentive stock options, and the tax consequences described for nonqualified stock options will apply.

The current federal income tax consequences of other awards authorized under the 2013 Incentive Plan generally follow certain basic patterns: stock-settled stock appreciation rights are taxed and deductible in substantially the same manner as nonqualified stock options; nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant); stock-based performance awards, dividend equivalents and other types of awards are generally subject to tax at the time of payment. Compensation otherwise effectively deferred is taxed when paid. In each of the foregoing cases, Bancshares will generally have a corresponding deduction at the time the participant recognizes income, subject to Section 162(m) of the Code with respect to covered employees.

Certain types of awards under the 2013 Incentive Plan, including cash-settled stock appreciation rights, restricted stock units and deferred stock, may constitute, or provide for, a deferral of compensation subject to Section 409A of the Code. Unless certain requirements set forth in Section 409A of the Code are complied with, participants may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% income tax (and, potentially, certain interest penalties). To the extent applicable, the plan and awards granted under the plan will be interpreted to comply with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance that may be issued under Section 409A of the Code. To the extent determined necessary or appropriate by the Compensation Committee, the plan and applicable award agreements may be amended to comply with Section 409A of the Code or to exempt the applicable awards from Section 409A of the Code.

Vote Required; Board Recommendation

The affirmative vote of a majority of the shares represented at the Annual Meeting in person or by proxy and entitled to vote on this matter is needed to approve the 2013 Incentive Plan. Unless instructed to the contrary, the shares represented by proxy will be voted FOR this proposal.

THE BOARD RECOMMENDS THAT YOU VOTEFOR THE APPROVAL OF THE 2013 INCENTIVE PLAN.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes, as of December 31, 2012, the securities that have been authorized for issuance under Bancshares’ existing equity compensation plan, the United Security Bancshares, Inc. Non-Employee Directors’ Deferred Compensation Plan (the “Directors’ Plan”). The Directors’ Plan permits non-employee directors to defer their directors’ fees and receive the adjusted value of the deferred amounts in cash and/or in Bancshares’ common stock and was approved by shareholders in 2004.mortgage originator.

CORPORATE GOVERNANCE

BancsharesUSBI is committed to having sound corporate governance principles. Operating in accordance with such principles is essential to running Bancshares’USBI’s business effectively and to maintaining Bancshares’USBI’s integrity in the marketplace. Bancshares’USBI’s Board has adopted a Code of Business Conduct and Ethics that sets forth basic principles to guide Bancshares’USBI’s and First United Security’sthe Bank’s employees, including the Chief Executive Officer, the Chief Financial Officer and other senior executive officers, in their conduct and compliance with applicable laws and governance principles. A copy of the United Security Bancshares, Inc. Code of Business Conduct and Ethics is filed asExhibit 14 to our Annual Report on Form 10-K for the year ended December 31, 2003. Additionally, BancsharesUSBI will furnish any person without charge, upon written request, a copy of the United Security Bancshares, Inc. Code of Business Conduct and Ethics.

The following is a summary of Bancshares’USBI’s Board independence standards, the Board and committee structure, the director nomination process and the procedures for shareholders to follow to communicate with the Board of Directors.

Director Independence

The Nasdaq Stock Market, LLC, the exchange on which Bancshares’USBI’s common stock is listed (“Nasdaq”), requires that a majority of the Bancshares’USBI’s Board members be “independent.” Accordingly, because the Board of Directors currently has twelve (12)fifteen (15) members, at least seven (7)eight (8) of the directors must be independent; after the Annual Meeting, at least six (6) the eleven (11) directors must be independent. In accordance with Nasdaq’s listing rules, a director is not considered to be independent unless the Board determines that the director has no relationship with BancsharesUSBI or its subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with BancsharesUSBI or any of its subsidiaries) that would interfere with the exercise of the director’s independent judgment in carrying out the responsibilities of a director. Members of the Audit Committee, Compensation Committee and Nominating, Executive and Corporate Governance Committee also must meet the independence tests in the applicable Nasdaq listing rules and the federal securities laws.

The Board has determined that none of the directors standing for re-election, with the exception of Mr. House, has any material relationship with BancsharesUSBI or any of its subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with BancsharesUSBI or any of its subsidiaries) that would interfere with the exercise of independent judgment in carrying out his or her responsibilities. In making this determination, the Board considered transactions and relationships between each director or his or her immediate family and BancsharesUSBI and its subsidiaries. The purpose of this review was to determine whether any such transactions or relationships were material and possibly inconsistent with a determination that the director was independent. Mr. House is not independent because of his employment as the President and Chief Executive Officer of BancsharesUSBI and First United Security.the Bank.

While conducting its review of director independence, the Board of Directors specifically considered the relationshipsrelationship between BancsharesUSBI and Wilson & Drinkard, of which Mr. Wilson is a senior partner, and between Bancshares and the Gilmore Law Firm, of which Mr. Kimbrough is Of Counsel. Bothpartner. Wilson & Drinkard and the Gilmore Law Firm areis a law firmsfirm that historically havehas provided legal services to BancsharesUSBI and its subsidiaries. Bancshares’USBI’s fee arrangementsarrangement with Wilson & Drinkard and the Gilmore Law Firm areis negotiated on the same basis and areis subject to the same terms and conditions as arrangements with other outside legal counsel for similar types of legal work. During 2012, Bancshares2014, USBI paid approximately $340$540 in legal fees to Wilson & Drinkard and approximately $26,721 in legal fees to the Gilmore Law Firm (although, based on his Of Counsel arrangement with the Gilmore Law Firm, Mr. Kimbrough did not directly receive any income, benefits or compensation from these payments).Drinkard. Based on this review, the Board concluded that Bancshares’ relationshipsUSBI’s relationship with Wilson & Drinkard and the Gilmore Law Firm dodoes not interfere with either Mr. Wilson’s or Mr. Kimbrough’s exercise of independent judgment in carrying out the responsibilities of a director.

Company Leadership Structure

The business of BancsharesUSBI is managed under the direction of the Board of Directors, which is elected by our shareholders. The basic responsibility of the Board is to lead BancsharesUSBI by exercising its business judgment to act in what each director reasonably believes to be the best interests of BancsharesUSBI and its shareholders. Leadership is

important to facilitatethe effective operation of the Board in acting effectively as a working group so that Bancshares and its performance may benefit.for the benefit of USBI. The role of the Chairperson includes providing continuous feedback on the direction, performance and strategy of Bancshares,USBI, presiding over meetings of the Board, setting the Board’s agenda with management and leading the Board in anticipating and responding to risks faced by Bancshares.USBI.

The roles of Chief Executive Officer and Chairperson of the Board have been separated since BancsharesUSBI became a publicly-tradedpublicly traded company. While the Board believes that the Chief Executive Officer should be a member of the Board, the Board considers it to be advantageous to independence, oversight and objectivity to have a separate, independent board member to serve as Chairperson. The Board may reconsider this leadership structure from time to time based on then-current considerations.

Risk Oversight

General oversight of Bancshares’USBI’s risk management process is the responsibility of the Audit Committee of the Board of Directors.

BancsharesUSBI is exposed to a number of risks and regularly undertakes a review to identify and evaluate these risks and develop plans to manage them effectively. While the Chief Executive Officer has overall responsibility for risk assessment, management and prioritization, the Board has an active role in the risk oversight process.

The Board regularly reviews information regarding Bancshares’USBI’s financial, credit, liquidity, operational, legal, regulatory, compliance, reputational and strategic risks based on reports from management, including the Chief Executive Officer and the Chief Financial Officer. Although the full Board is ultimately involved in the risk oversight process, information regarding certain risks is reviewed first by the committees of the Board when a particular risk falls within the purview of a particular committee. For example, the Compensation Committee of the Board oversees the management of risks relating to Bancshares’USBI’s compensation policies and practices, including executive compensation. The Nominating, Executive and Corporate Governance Committee oversees risks associated with the independence of the members of the Board and potential conflicts of interest. The Audit Committee oversees the management of financial risks (including risks required to be monitored under the Sarbanes-Oxley Act). The conclusions of each Board committee are brought to the attention of all Board members at the regularly scheduled meetings of the Board. This enables the Board and its committees to coordinate with respect to the risk oversight role.

Board Structure and Committees

The Board of Directors of BancsharesUSBI conducts its business through meetings of the Board and Board committees. Further, executive sessions of the independent directors of the Board are to be held at least two times a year and otherwise as needed. These sessions are chaired by the Chairperson of the Board or another independent director selected by a majority of the independent directors.

During 2012,2014, the Board of Directors of BancsharesUSBI met twenty-fourtwelve times twelve of which meetings were executive sessions.in regularly scheduled meetings. All of the incumbent directors attended at least 75% of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings held by all committees of the Board of Directors on which he or she served withduring the exception of Dr. Strickland, who did not become a member of the Board of Directors until February 28, 2013.year.

Directors are encouraged but not required to attend the annual meetingsAnnual Meeting of shareholders.Shareholders each year. All of the then-current directors attended Bancshares’ 2012USBI’s 2014 Annual Meeting of Shareholders held on May 9, 2012.2, 2014.

Audit Committee

The Audit Committee assists the Board with its oversight responsibilities with respect to the financial reports and other financial information provided by BancsharesUSBI to its shareholders and others, Bancshares’

USBI’s financial policies and procedures and disclosure controls and procedures, Bancshares’USBI’s system of internal controls and Bancshares’ USBI’s

auditing, accounting and financial reporting processes. The Audit Committee operates under a written charter, a copy of which is posted on First United Security’sthe Bank’s website at http://www.firstusbank.com under the tabs “About Us” – “Investor Relations.Relations” – “USBI Policies.” The Audit Committee is required on an annual basis to review and reassess the adequacy of its charter and recommend any changes to the full Board. Any revisions to the charter are to be made by the full Board. The Audit Committee last reviewed and assessed the adequacy of its charter on May 23, 2012.March 11, 2015. The Audit Committee met twelveten times during 2012.2014. The Audit Committee Report appears later in this Proxy Statement on page 38.Statement.

Certain Nasdaq listing rules and the federal securities laws require that at least one member of the Audit Committee hasmust have an understanding of generally accepted accounting principles and financial statements, the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves, experience preparing, auditing, analyzing or evaluating financial statements, or experience actively supervising one or more persons engaged in such activities, an understanding of internal control over financial reporting and an understanding of audit committee functions. The Board has determined that Andrew C. Bearden, Jr., Robert Stephen Briggs and A. J. Strickland, III both haveeach has the requisite attributes of an “audit committee financial expert.” Mr. Bearden acquired such attributes through his experience as a certified public accountant and through his supervision as chief financial officer of the financial reporting and compliance of a publicly traded financial institution. Mr. Briggs acquired such attributes through his experience overseeing the financial performance of a major division of a national life insurance company and through his service on other boards of directors of companies in the financial services industry, including audit committee service. Dr. Strickland acquired such attributes through his many years of service as a business school professor and his service on the boardboards of directors of other public companies, including audit committee service.

The members of the Audit Committee are A.J. Strickland, III, Chairperson, Andrew C. Bearden, Jr., Chairperson,Robert Stephen Briggs, William G. Harrison, Hardie B. Kimbrough (through the conclusion of the Annual Meeting),J. Lee McPhearson and Jack W. Meigs and A. J. Strickland, III.Meigs. The Board has carefully evaluated the backgrounds of the members of the Audit Committee and determined that such members qualify as “independent,” as defined in the applicable Nasdaq listing rules and as defined in the committee’s charter.

Compensation Committee

The Compensation Committee assists the Board in overseeing and determining executive compensation. Among other responsibilities, the Compensation Committee reviews, recommends and approves salaries and other compensation of Bancshares’USBI’s and First United Security’sthe Bank’s executive officers and administers Bancshares’USBI’s equity compensation plans that may be in place from time to time. The Chief Executive Officer assists the Compensation Committee with determining the amount of compensation to be paid to the other executive officers but does not play a role in the final determination or approval of his own compensation. The Compensation Committee operates under a written charter, a copy of which is posted on First United Security’sthe Bank’s website at http://www.firstusbank.com under the tabs “About Us” – “Investor Relations.Relations” – “USBI Policies.” The Compensation Committee is required on an annual basis to review and reassess the adequacy of its charter and recommend any changes to the full Board. Any revisions to the charter are to be made by the full Board. The Compensation Committee last reviewed and assessed the adequacy of its charter on May 23, 2012.March 11, 2015. The Compensation Committee met seventen times in 2012.2014. The Compensation Committee Report appears later in this Proxy Statement on page 26.Statement.

The scope of the Compensation Committee’s authority is limited to the responsibilities that are set forth in its charter. In fulfilling its responsibilities, the Compensation Committee may delegate its authority to subcommittees to the extent permitted by applicable law. The charter further provides the Compensation Committee with the authority to engage independent consultants and legal advisers when determined to be necessary or appropriate in fulfilling its responsibilities. The Compensation Committee has sole authority to retain and terminate any such consultant or legal adviser, including sole authority to approve the fees and other retention terms.

The Compensation Committee has reviewed Bancshares’USBI’s compensation programs, plans and practices for all of its employees as they relate to risk management and risk-taking initiatives to ascertain if they serve to encourage

or incentincentivize risks that are “reasonably likely to have a material adverse effect” on Bancshares.USBI. As a result of this process, the Compensation Committee concluded and informed the Board that, based on Bancshares’USBI’s current compensation programs, plans and practices, there are no such risks.

The members of the Compensation Committee are J. Lee McPhearson, Chairperson, Linda H. Breedlove,Andrew C. Bearden, Jr., Gerald P. Corgill, John C. Gordon and Howard M. Whitted.A. J. Strickland, III. The Board has carefully evaluated the backgrounds of the members of the Compensation Committee and determined that such members qualify as “independent,” as defined in the applicable Nasdaq listing rules and as defined in the committee’s charter.

Nominating, Executive and Corporate Governance Committee

Among other responsibilities, the Nominating, Executive and Corporate Governance Committee reviews and recommends the selection of directors and members of committees of the Board and reviews and establishes the governance practices of Bancshares.USBI. The Nominating, Executive and Corporate Governance Committee operates under a written charter, a copy of which is posted on First United Security’sthe Bank’s website at http://www.firstusbank.com under the tabs “About Us” – “Investor Relations.Relations” – “USBI Policies.” The Nominating, Executive and Corporate Governance Committee is required on an annual basis to review and reassess the adequacy of its charter and recommend any changes to the full Board. Any revisions to the charter are to be made by the full Board. The Nominating, Executive and Corporate Governance Committee last reviewed and assessed the adequacy of its charter on May 23, 2012.March 11, 2015. The Nominating, Executive and Corporate Governance Committee met fivefour times in 2012.2014.

The members of the Nominating, Executive and Corporate Governance Committee are Hardie B. Kimbrough, Chairperson (through the conclusion of the Annual Meeting), Andrew C. Bearden, Jr., Chairperson, Gerald P. Corgill, John C. Gordon, J. Lee McPhearson and Bruce N. Wilson. The Board has carefully evaluated the backgrounds of the members of the Nominating, Executive and Corporate Governance Committee and determined that such members qualify as “independent,” as defined in the applicable Nasdaq listing rules and as defined in the committee’s charter.

Consideration of Director-Nominees

Criteria and Diversity

Criteria that are used by the Nominating, Executive and Corporate Governance Committee in connection with evaluating and selecting new directors include factors relating to whether the candidate would meet the definition of “independent,” as defined by the applicable Nasdaq listing rules, as well as the candidate’s skills, occupation and experience in the context of the needs of the Board. The Board believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.

The Nominating, Executive and Corporate Governance Committee continually reviews the qualifications and responsibilities of all directors in consideration of the Board’s overall responsibility to shareholders. Although neither the Board nor the Nominating, Executive and Corporate Governance Committee has a formal policy with regard to the consideration of diversity in identifying director nominees,director-nominees, the director nomination process is designed to ensure that the Board considers members with diverse backgrounds, including race, ethnicity, gender, education, skills and experience, with a focus on appropriate financial and other expertise relevant to Bancshares’USBI’s business, and also considers issues of judgment, conflicts of interest, integrity, ethics and commitment to the goal of maximizing shareholder value. The goal of this process is to assemble a group of directors with deep, varied experience, sound judgment and commitment to the success of Bancshares.USBI. For a discussion of the individual experience and qualifications of our directors, please refer to the section entitled “Proposal 1 – Election of Directors” in this Proxy Statement beginning on page 4.Statement.

Process for Identifying and Evaluating Director-Nominees

The process followed by the Nominating, Executive and Corporate Governance Committee to identify and evaluate candidates includes requests to Board members and others for recommendations, meetings from time to

time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by members of the Nominating, Executive and Corporate Governance Committee and the Board. Assuming that the appropriate biographical and background material discussed below is provided on behalf of candidates recommended by shareholders, the Nominating, Executive and Corporate Governance Committee will evaluate those candidates by applying substantially the same criteria and following substantially the same process as that used for candidates submitted by Board members.

Director-Nominees Proposed by Shareholders

The Nominating, Executive and Corporate Governance Committee will consider candidates recommended by shareholders for inclusion by the Board of Directors in the slate of nominees that the Board recommends to the shareholders for election. In considering whether to recommend any candidate for inclusion in the Board’s slate of recommended director-nominees, including candidates recommended by shareholders, the Nominating, Executive and Corporate Governance Committee applies the selection criteria and follows the process described above.

Shareholders may recommend individuals for the Nominating, Executive and Corporate Governance Committee to consider as potential director candidates by submitting the following information to the Nominating, Executive and Corporate Governance Committee, c/o Corporate Secretary of United Security Bancshares, Inc., 131 West Front Street, P.O. Box 249, Thomasville, Alabama 36784:

Any such recommendation must be received at the address above not less than 120 calendar days before the first anniversary of the date on which Bancshares’USBI’s proxy statement was released to shareholders in connection with the previous year’s annual meeting.meeting (which date for the ensuing year is November 21, 2015).

Shareholder Communications with the Board of Directors

The Board of Directors will give appropriate attention to written communications that are submitted by shareholders and will respond as the Board deems appropriate. Absent unusual circumstances or as contemplated by committee charters, the Chairperson of the Nominating, Executive and Corporate Governance Committee primarily will be responsible for monitoring communications from shareholders and providing copies or summaries of such communications to the other directors as he or she deems appropriate. Communications will be forwarded to all directors if such communications relate to substantive matters and include suggestions or comments that the Chairperson of the Nominating, Executive and Corporate Governance Committee considers important.

Shareholders and other interested parties who wish to send communications on any topic to the Board should address such communications to:

Chairperson of the Nominating, Executive and Corporate Governance Committee

c/o Corporate Secretary of United Security Bancshares, Inc.

131 West Front Street

P.O. Box 249

Thomasville, Alabama 36784

All written communications to Bancshares’USBI’s Board of Directors will be relayed to the Nominating, Executive and Corporate Governance Committee without being screened by management.

TRANSACTIONS WITH RELATED PERSONS

BancsharesUSBI recognizes that transactions between BancsharesUSBI or its subsidiaries and any of its directors or executive officers may present potential or actual conflicts of interest that are not in the best interests of BancsharesUSBI and its shareholders. Therefore, as a general matter and in accordance with Bancshares’USBI’s Code of Business Conduct and Ethics, BancsharesUSBI prefers to avoid such transactions. Nevertheless, there are situations where such transactions may be in, or may not be inconsistent with, the best interests of BancsharesUSBI and its shareholders. Therefore, BancsharesUSBI has adopted a written policy and procedures that require the Audit Committee to review and, if appropriate, to approve or ratify any such transactions.

Policy and Procedures Regarding Related Person Transactions

The Audit Committee’s Policy and Procedures With Respect to Related Person Transactions sets forth the process for reviewing, approving and ratifying transactions involving BancsharesUSBI and its subsidiaries and “related persons.” “Related persons” include directors and executive officers and their immediate family members and shareholders owning 5% or more of Bancshares’USBI’s outstanding common stock. It is Bancshares’USBI’s policy to approve and ratify transactions involving related persons only when the Board of Directors, acting through the Audit Committee, determines that the transaction in question is in, or is not inconsistent with, the best interests of BancsharesUSBI and its shareholders.

The procedures provide that, prior to entering into a related person transaction, management or the affected director or executive officer must bring the matter to the attention of a designated individual who will assess whether the matter should be considered by the Audit Committee. If a member of the Audit Committee is involved in the proposed transaction, he or she will be recused from all discussions and decisions about the transaction. To the extent that a related person transaction is not identified in advance, the terms of the transaction will be reviewed and evaluated by the Audit Committee. Only transactions that are in, or that are not inconsistent with, the best interests of BancsharesUSBI and its shareholders are approved or ratified by the Audit Committee.

Certain Transactions with Related Persons

Certain directors and executive officers of BancsharesUSBI and their family members were customers of, and had transactions with, First United Securitythe Bank in the ordinary course of business since the beginning of 2011,2013, and additional transactions likely will take place in the ordinary course of business. All outstanding loans and commitments were made in the ordinary course of business, made on substantially the same terms, including interest rates and collateral, for comparable transactions with unrelated persons, and did not involve more than the normal risk of collectibilitycollectability or present other unfavorable features.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy

We believe that the compensation of our executive officers should link rewards to business results and shareholders’ returns. Specifically, the compensation program should attract, retain and motivate the executive officers necessary for our current and long-term success and should tie executive compensation with the performance of Bancshares.USBI.

Oversight of the Compensation Program

Our Compensation Committee oversees our compensation program and approves the compensation paid to all executive officers, including the Chief Executive Officer and the two other most highly compensated executive officers during 20122014 – Mr. House, Mr. Mitchell and Mr. Elley (collectively, the “Named Executive Officers”) (our Named Executive Officers are identified in the 2012 Summary Compensation Table that appears in this Proxy Statement on page 27). All of the members of the Compensation Committee have been determined by the Board of Directors to qualify as “independent” under the applicable Nasdaq director independence rules. The Compensation Committee operates under a written charter, a copy of which is posted on First United Security’sthe Bank’s website at http://www.firstusbank.com under the tabs “About Us” – “Investor Relations.Relations” – “USBI Policies.”

Our Compensation Committee’s responsibilities include reviewing and approving the amount, form and terms of compensation to be paid to the Named Executive Officers and assessing and making recommendations to the Board regarding executive compensation and benefit plans and programs. The Chief Executive Officer assists the Compensation Committee with determining the amount of compensation to be paid to the other executive officers but does not play a role in the final determination or approval of his own compensation. Our Human Resources departmentDepartment also assists the Compensation Committee with compensation decisions by providing support and data for the committee.

Compensation Consultant

The charter of the Compensation Committee grants the committee the authority to hire outside consultants to further its objectives and assist with its responsibilities. During 2012, the Compensation Committee engaged a compensation consultant,2014, Matthews, Young – Management Consulting (“Matthews, Young”), which has been engaged by the Compensation Committee in prior years to consult on various compensation matters, assisted the Compensation Committee by continuing to review, assess and provide recommendations with respect to certain aspects of Bancshares’USBI’s compensation program for executive officers and directors, as well as certain other employees of Bancshares’ subsidiaries.officers. In this role, Matthews, Young rendered services specifically requested by the Compensation Committee, which included examiningreviewing with the overall pay mixCompensation Committee certain features of, and procedures for, our executives, conducting a competitive assessment of our executivethe Company’s equity incentive compensation program and making recommendations to and advising the Compensation Committee on compensation design and levels. In this regard, Matthews, Young provided adviceproviding a comparative analysis of incentive awards paid to the Compensation Committee on structuring annual and long-term incentive arrangementsCompany’s executive officers for executives. In addition, Matthews, Young provided advice to the Compensation Committee on the compensation elements and levels for non-employee directors.2013 fiscal year.

Assisted by Matthews, Young, the Compensation Committee reviewed competitive market compensation levels for our Named Executive Officers (and certain other officers) with a particular emphasis on base salary and cash compensation. A number of published compensation surveys and databases dedicated to the community banking industry were utilized in the analysis, including those published by the American Bankers Association, CompData, Crowe Horwath, the Delves Group, Economic Research Institute and Kenexa. Compensation data from these surveys focused on comparably-sized community financial institutions based on total assets. The Compensation Committee matched our Named Executive Officers’ positions to survey benchmark positions with comparable areas of responsibility and job scope.

BancsharesUSBI does not have a policy that limits the services that an executive compensation consultant can perform. However, Bancshares didUSBI has not engageengaged Matthews, Young for any projects other than those directed by the Compensation Committee, as described above. Matthews, Young has not performed any other services for Bancshares.USBI.

Elements of Executive Compensation Objectives

Compensation is based on an individual’s job level, responsibilities and experience and companyCompany performance. We want to attract and retain, on a long-term basis, high caliber personnel and, to that end, provide a total compensation opportunity that is competitive in the banking industry, taking into account relative company size and performance as well as individual responsibilities and achievements.

Currently, the primary component of the total compensation for our Named Executive Officers is base salary. In some years, we have compensated our executive officers with a combination of base salary and cash incentives designed to be competitive, to align management’s incentives with business results of Bancshares and to reward not only company-wide performance but also the achievement of specific goals within areas under the control of the executive officers; however, no such cash incentives have been paid in a number of years. As set forth in the section entitled “Proposal 2 – Approval of the United Security Bancshares, Inc. 2013 Incentive Plan” beginning on page 10 in this Proxy Statement, the Board of Directors has approved and is submitting to the shareholders for approval at the Annual Meeting the 2013 Incentive Plan, which will provide an additional incentive to our Named Executive Officers to work to increase the value of Bancshares’ common stock and to provide these officers with a stake in the future of Bancshares that corresponds to the stake of each of Bancshares’ shareholders.

Base Salaries

Base salary is currently the main component of the Named Executive Officers’ compensation and is reviewed and approved by the Compensation Committee annually to determine whether the salary is appropriate. Each Named Executive Officer’s base salary is determined principally by the responsibilities required by the officer’s position, his experience and contributions to our business and length of service in ahis position at Bancshares, USBI,

as well as individual competence and comparison to peer institutions. InBase salaries are reviewed and approved by the case ofCompensation Committee annually to determine whether the Chief Executive Officer, we further consider his overall banking experience (which includes approximately twenty years of service in executive and senior management positions of banks).base salary levels are appropriate.

At its meeting in December 2012,2014, the Compensation Committee established the base salaries for the Named Executive Officers for 20132015 and determined that the following adjustmentsbase salaries were appropriate: an increase for Mr. House, of $25,000 to $300,000; an increase for Mr. Steen of $12,500 to $177,500; and an increase$313,824; for Mr. Mitchell, of $10,000$193,000; and for Mr. Elley, $175,000. These salaries represent no change from the salaries paid to $190,000. The Compensation Committee approved the increases in the base salaries of the Named Executive Officers in part, based on the information presented2014.

Equity Awards and Incentive Compensation

Our Named Executive Officers are eligible to participate in the publishedUnited Security Bancshares, Inc. 2013 Incentive Plan (the “Omnibus Incentive Plan”), which was adopted by our Board of Directors on March 22, 2013 and approved by the company’s shareholders on May 16, 2013. The Omnibus Incentive Plan provides for the grant of incentive and nonqualified stock options, stock appreciation rights, awards of restricted stock and restricted stock units and performance compensation surveysawards, including performance-based cash bonuses, to employees, non-employee directors and databases provided by Matthews, Young,certain consultants of USBI and its affiliates, including the Bank.

Restricted Stock Units. Effective as discussed above, as well asof May 30, 2014, we made an award of restricted stock units (“RSUs”) to our executive officers, including the Named Executive Officers’ performance during 2012.

Salary Continuation Agreements and Director Retirement Agreements

Salary Continuation Agreements. In order to encourage membersOfficers. RSUs represent a grant valued in terms of our senior management, several years ago, weUSBI’s common stock on the grant date, but for which common stock is not actually issued at the time of the grant. We entered into a Restricted Stock Unit Award Agreement (each, an “RSU Agreement”) with each recipient setting forth the terms and vesting conditions of the respective grants.

Under the terms of the RSU Agreements, our executive officers were given the opportunity to earn a predetermined number of RSUs upon the satisfaction of specific performance criteria and objectives for the 2014 fiscal year. Specifically, each RSU Agreement set forth a “threshold,” “target” and “stretch” level of performance with respect to various performance metrics and provided that the executive officer would receive an award of RSUs calculated as a stated percentage of the officer’s base salary continuation agreementsupon achievement of the identified level or criteria with certainrespect to each performance metric. The earned amount, in turn, could be settled either in cash or in a number of shares of USBI’s common stock equal to the earned amount divided by the closing price of a share of USBI’s common stock on the settlement date, at the discretion of the Compensation Committee. At a meeting held in February 2014, the Compensation Committee elected to settle the RSUs granted for the 2014 award year in cash, in the following amounts:

The Securities and Exchange Commission requires us to disclose the value of equity-based awards, such as RSUs, as the fair value of the award on the grant date. Therefore, the amounts disclosed in the “Stock Awards” column of the Summary Compensation Table contained herein represent the “target” amount set forth in each executive officers. The salary continuation agreements are nonqualified deferred compensation arrangementsofficer’s RSU Agreement, which constitutes the grant date fair value of the RSUs. However, we believe that are designed to motivatethe settlement amounts listed above, which represent cash payments for RSUs actually earned, more accurately reflect the value that the executive officers actually received from the awards. Although the Compensation Committee has the authority under the Omnibus Incentive Plan to remain employed with Bancshares until their retirement. Whileissue additional RSUs, it has no plans to issue additional RSUs at this time.

Stock Options. Nonqualified stock options are inherently performance-based and align the benefit amounts vary, the same terms generally apply to allinterests of the agreements. Currently, Mr. Steenexecutive officers with those of the shareholders because the exercise price is granted at the fair market value of our common stock on the grant date, and the option has value only if the price of our common stock appreciates over time. In August 2014, we awarded to our directors and executive officers, including the Named Executive Officer who is a partyOfficers, under the Omnibus Incentive Plan nonqualified stock options to a salary continuation agreement.purchase shares of our common stock.

These options had an exercise price of $8.10 per share and vested immediately upon issuance. In connection with this award, Mr. Steen’s salary continuation agreement promises himHouse received a benefitgrant of 11,000 options, Mr. Mitchell received a grant of 7,500 options and Mr. Elley received a grant of 4,250 options.

We also made an award of nonqualified stock options under the Omnibus Incentive Plan to our directors, executive officers and several other employees of the Bank effective as of February 23, 2015. These options carry an exercise price of $8.23 and vest on the first anniversary of the grant date. In connection with this award, Mr. House received a grant of 10,500 options, Mr. Mitchell received a grant of 6,500 options and Mr. Elley received a grant of 5,900 options. We anticipate that equity-based awards under the Omnibus Incentive Plan for 2015 will be paid annually for fifteen years generally beginning onmade solely in the laterform of when Mr. Steen reaches age 65 or when he terminates employment. The amount of Mr. Steen’s benefit was initially setstock options.

Termination and Change in September 2002 and generally is increased by 4% each year until he attains age 65. The benefit is reduced if Mr. Steen retires before age 65 or terminates employment due to a disability.Control Benefits

Mr. Steen’s salary continuation agreement also provides a change in control benefit. We believe that it is important to protect the financial interests of our senior management in the event of a change in control. Further, we believe that the interests of Bancshares’USBI’s shareholders will beare best served if the interests of our senior management are aligned with the shareholders’ interests. Providing change in control benefits should eliminate, or at least reduce, the reluctance of senior management to pursue potential change in control transactions that may be in the best interests of our shareholders. Accordingly, Mr. Steen’s salary continuation agreement provides him with certain benefits in the event of a change in control of Bancshares or a change in control of First United Security. If Mr. Steen is terminated following a change in control, we will pay Mr. Steen annually for fifteen years, beginning at age 65, an amount equal to the maximum benefit that he would have been entitled to receive had he terminated employment at age 65.

On November 20, 2008, Bancshares and First United Security entered into an amendment to the salary continuation agreement for Mr. Steen, the purpose of which was to ensure that the terms of the salary continuation agreement comply with Internal Revenue Code Section 409A, promulgated under the American Jobs Creation Act of 2004. Internal Revenue Code Section 409A imposes significant taxes on an executive officer if he or she is paid deferred compensation that does not satisfy certain statutory and regulatory requirements. Mr. Steen’s salary continuation agreement is subject to Internal Revenue Code Section 409A. Consequently, in order for Mr. Steen to avoid potential negative tax consequences, we amended his salary continuation agreement to comply with the applicable Internal Revenue Code Section 409A requirements. The amendment to the salary continuation agreement does not materially change the scope or amount of benefits to which Mr. Steen is entitled but may affect the time and form of payment of such benefits. The amendment was filed as an exhibit to Bancshares’ Form 10-K for the year ended December 31, 2008.

Director Retirement Agreements. In order to encourage the members of the Board of Directors to continue to serve as directors of Bancshares, we have entered into director retirement agreements with each current director, with the exception of Mr. House and Dr. Strickland. The director retirement agreements are nonqualified deferred compensation arrangements that are designed to motivate the directors to serve on the Board until their retirement. The same terms generally apply to all of the agreements.

The director retirement agreements promise each director a benefit that will be paid annually for ten years generally beginning on the later of when the director reaches age 70 or when the director terminates service as a director. The amount of the benefit was initially set at $12,000 in September 2002 and is increased by 3% each year until the director reaches age 70. The benefit is reduced if the director retires before age 70 or terminates service as a director due to a disability.

Similar to Mr. Steen’s salary continuation agreement, the director retirement agreements provide a change in control benefit. For the reasons discussed above, we believe that the interests of Bancshares’ shareholders will be best served if the interests of our directors are aligned with the shareholders’ interests. Therefore, the director retirement agreements provide that, if a director is terminated following a change in control of Bancshares or a change in control of First United Security, we will pay the director annually for ten years, beginning at age 70, an amount equal to the maximum benefit he or she would have been entitled to receive had the director terminated service as a director at age 70.

On November 20, 2008, Bancshares and First United Security entered into amendments to the director retirement agreements for each director at the time, the purpose of which is to ensure that the terms of the director retirement agreements comply with Internal Revenue Code Section 409A. Similar to Mr. Steen’s salary

continuation agreement, the director retirement agreements are subject to Internal Revenue Code Section 409A. Therefore, in order for the directors to avoid potential negative tax consequences, we amended the director retirement agreements to comply with the applicable Internal Revenue Code Section 409A requirements. The amendments to the director retirement agreements do not materially change the scope or amount of benefits to which the directors are entitled but may affect the time and form of payment of such benefits. The amendments were filed as exhibits to Bancshares’ Form 10-K for the year ended December 31, 2008. The director retirement agreements entered into by directors joining the Boards of Bancshares and First United Security subsequent to the November 2008 amendments comply with Section 409A.

Additional details regarding Mr. Steen’s salary continuation agreement and the director retirement agreements, as well as the amounts that would be payable in the event of a termination of employment and a change in control, are further discussed below under “Potential Payments Upon Termination or Change in Control,” beginning on page 29 in this Proxy Statement.

Termination and Change in Control Benefits Under Mr. House’s Employment Agreement

Mr. House, our President and Chief Executive Officer, is the only Named Executive Officer with an employment agreement. On December 19, 2013, USBI, the Bank and Mr. House entered into an Amended and Restated Executive Employment Agreement that replaced the original employment agreement entered into by USBI, the Bank and Mr. House on November 7, 2011, when Mr. House was hiredfirst began serving as the President and Chief Executive Officer Bancshares, First United Securityof USBI and the Bank. In addition to setting forth various terms with respect to Mr. House’s base salary, the equity compensation, perquisites and other benefits to which Mr. House entered into anis entitled, and certain restrictive covenants, the employment agreement. Details regarding theagreement contains certain termination and change in control provisions, the details of Mr. House’s employment agreementwhich are further discussed below under the caption, “Employment Agreement with Mr. House.”

Additionally, we have entered into a Change in Control Agreement with each of Mr. Mitchell and Mr. Elley, pursuant to which certain payments are required in connection with a change in control. For more information, see “Potential Payments Upon Termination or Change in Control,” beginning on page 30 in this Proxy Statement.Control” contained herein.

Perquisites and Other Benefits

We provide our Named Executive Officers with limited perquisites and other personal benefits that we believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain qualified senior management. It is our belief that perquisites for executive officers should be limited in scope and value and also should be reflective of similar perquisites provided to executive officers at other regional banks of comparable size.

Perquisites provided include, in some cases, payment of cell phone fees, subscription radio fees and club dues, as well as a company-provided automobile and reimbursement of reasonable expenses in operating such automobile. Additionally, Bancshares will paythe company pays the annual premiums for a term life insurance policy with a $250,000 death benefit for Mr. House. TheHouse and currently provides Mr. House and Mr. Elley with temporary housing in Thomasville, Alabama. Otherwise, the Named Executive Officers participate in our employee benefit plans and programs on the same terms and conditions as other employees. The benefits available generally include medical and dental insurance, disability insurance and life insurance. In addition, Bancshares sponsorswe sponsor a 401(k) plan in which all eligible employees, including the Named Executive Officers, may participate.

Consideration of Prior Shareholder Advisory Vote on Executive Compensation

We provide our shareholders with the opportunity annually to vote to approve, on an advisory basis, the compensation of our Named Executive Officers (often referred to as a “say-on-pay” vote). Although the “say-on-pay” vote is advisory and non-binding, the Compensation Committee considers the outcome of the vote as part of its executive compensation planning process. At the 20122014 Annual Meeting of Shareholders held on May 9, 2012, over 87.6%2, 2014, approximately 87% of the shares represented at the Annual Meetingmeeting in person or by proxy and entitled to vote on the “say-on-pay” proposal were voted in favor of the compensation of Bancshares’USBI’s Named ExecutivesExecutive Officers as disclosed in the proxy statement for that meeting. Bancshares’USBI’s Compensation Committee considered this high level of shareholder support when determining the compensation for 20132015 but did not take any compensation actions in 20122014 or to date in 20132015 specifically in response to the shareholder advisory vote on executive compensation. The Compensation Committee concluded that Bancshares’USBI’s compensation program should continue to emphasize the objectives described herein.

COMPENSATION COMMITTEE REPORT

The Compensation Committee, comprised of independent directors, reviewed and discussed the above Compensation Discussion and Analysis with Bancshares’USBI’s management. Based on the review and discussion, the Compensation Committee recommended to Bancshares’USBI’s Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

This report furnished by the Compensation Committee:

J. Lee McPhearson,Chairperson

Linda H. BreedloveAndrew C. Bearden, Jr.

Gerald P. Corgill

John C. Gordon

Howard M. WhittedA.J. Strickland, III

EXECUTIVE COMPENSATION

20122014 Summary Compensation Table

The following table sets forth, for the years ended December 31, 20122014 and 2011,2013, a summary of the compensation paid to or earned by the Named Executive Officers.

Note that, as a “smaller reporting company” and pursuant to the rules of the Securities and Exchange Commission, BancsharesUSBI is providing below 2012compensation information for 2014 and 2011 compensation information2013 for Mr. House, as the President and Chief Executive Officer of BancsharesUSBI and First United Security,the Bank, and Mr. SteenMitchell and Mr. Mitchell,Elley, as the two most highly compensated executive officers other than Mr. House who were serving as executive officers at the end of 2012.2014.

Andrew C. Bearden, Jr.,Chairperson

Robert Stephen Briggs

William G. Harrison

Hardie B. KimbroughJ. Lee McPhearson

Jack W. Meigs

A. J. Strickland, III

PROPOSAL 32

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

At the direction of the Audit Committee, the ratification of the appointment of Carr, Riggs & Ingram, LLC (“Carr, Riggs”) as Bancshares’USBI’s independent registered public accountants for the year ending December 31, 20132015 is being presented to the shareholders for approval at the Annual Meeting. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Carr, Riggs to our shareholders for ratification as a matter of good corporate practice.governance. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of BancsharesUSBI and our shareholders.

General

The Audit Committee has approved the engagement of Carr, Riggs as Bancshares’USBI’s independent registered public accountants for the year ending December 31, 2013.2015. Carr, Riggs has served as Bancshares’USBI’s principal accountants since August 13, 2008.

A representative from Carr, Riggs is expected to be present at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions.

Pre-Approval Policies and Procedures

The Audit Committee of the Board of Directors has adopted policies and procedures for the pre-approval of audit and permissible non-audit services performed by the independent auditor.registered public accountants. Pursuant to these policies and procedures, the Audit Committee generally is required to pre-approve the audit and permissible non-audit services performed by the independent auditorregistered public accountants in order to assure that the provision of such services does not impair the auditor’s independence. Unless a type of service to be provided by the independent auditorregistered public accountants has received general pre-approval, the service will require specific pre-approval by the Audit Committee. Any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Audit Committee. On an annual basis, the Audit Committee may pre-approve specific services that are expected to be provided to BancsharesUSBI by the independent auditorregistered public accountants during the following twelve months.

Audit and Other Service Fees

The following table sets forth the aggregate fees billed to BancsharesUSBI for the audit and other services provided by Carr, Riggs for 20122014 and 2011.2013.

Audit Fees

Audit fees were for professional services rendered relating to the audit of Bancshares’USBI’s annual consolidated financial statements and the review of financial statements included in Bancshares’USBI’s Forms 10-Q.

Audit-Related Fees

Audit-related fees were for professional services rendered that are reasonably related to the performance of the audit or review of Bancshares’USBI’s consolidated financial statements and are not reported under “Audit Fees.” These fees represent the aggregate fees billed for services relating to employee benefit plan audits. All of these services were pre-approved by the Audit Committee.

Tax Fees

Tax fees represent the fees billed for services relating to tax compliance, tax advice and tax planning. All of these services were pre-approved by the Audit Committee.

All Other Fees

All Other Fees representsThere were no other fees billedpaid to Carr, Riggs for services in 2012 related to Bancshares’ response to a comment letter received from the Securities and Exchange Commission. All of these services were pre-approved by the Audit Committee.2014 or 2013.

Vote Required; Board Recommendation

The affirmative vote of a majority of the shares represented at the Annual Meeting in person or by proxy and entitled to vote on this matter is needed to ratify the appointment of Carr, Riggs as Bancshares’USBI’s independent registered public accountants for the year ending December 31, 2013.2015. Unless instructed to the contrary, the shares represented by proxy will be voted FOR this proposal.

THE BOARD RECOMMENDS THAT YOU VOTEFOR THE RATIFICATION OF THE APPOINTMENT OF CARR, RIGGS AS BANCSHARES’USBI’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2013.2015.

PROPOSAL 43

ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that companies provide shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of their named executivesexecutive officers in accordance with the compensation disclosure rules of the Securities and Exchange Commission. We intend to hold such an advisory vote on the compensation of our Named Executive Officers, commonly known as a “say-on-pay” vote, each year in connection with our annual meeting of shareholders until the next vote on the frequency of the “say-on-pay” vote or until our Board of Directors otherwise determines that a different frequency for this advisory vote is in the best interests of our shareholders. The next advisory vote on the frequency of “say-on-pay” votes will occur no later than 2017.

As described in detail under the heading “Compensation Discussion and Analysis,” we believe that the compensation of our executive officers should link rewards to business results and shareholders’ returns. We believe that our compensation program should attract, retain and motivate the executive officers necessary for our current and long-term success and should provide the executive officers with a stake in the future of BancsharesUSBI that corresponds to the stake of each of our shareholders.

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our Named Executive Officers, as described in this Proxy Statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission. The vote is advisory, which means that the vote is not binding on Bancshares,USBI, our Board of Directors or the Compensation Committee of the Board of Directors. To the extent that there is any significant vote against our Named Executive Officer compensation as disclosed in this Proxy Statement, the Compensation Committee will evaluate whether any actions are necessary to address the concerns of shareholders.

The affirmative vote of a majority of the shares represented at the Annual Meeting in person or by proxy and entitled to vote on this matter is required for the adoption of this Proposal, the results of which will be non-binding and advisory in nature.

Accordingly, pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we ask our shareholders to vote on the following resolution at the Annual Meeting:

“RESOLVED, that Bancshares’USBI’s shareholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in Bancshares’USBI’s Proxy Statement for the 20132015 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 20122014 Summary Compensation Table and the other related tables and disclosure.”

THE BOARD RECOMMENDS THAT YOU VOTEFOR THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

SHAREHOLDER PROPOSALS FOR 20142016 ANNUAL MEETING

If any shareholder wishes to present a proposal to be included in the proxy materials for Bancshares’ 2014USBI’s 2016 Annual Meeting of Shareholders, the shareholder must comply with applicable securities regulations, including providing adequate notice to Bancshares.USBI. Such proposals must be received at Bancshares’USBI’s executive offices on or before December 4, 2013November 21, 2015 in order to be considered for inclusion in Bancshares’USBI’s proxy materials relating to such meeting.

A shareholder must notify BancsharesUSBI before February 17, 20144, 2016 of a proposal for the 20142016 Annual Meeting of Shareholders that the shareholder intends to present other than by inclusion in Bancshares’USBI’s proxy materials. If BancsharesUSBI does not receive such notice prior to February 17, 2014,4, 2016, proxies solicited by the Board of Directors of BancsharesUSBI will be deemed to have conferred discretionary authority to vote upon any such matter.

Any proposal must be submitted in writing, by certified mail-return receipt requested, to the following address:

Beverly J. Dozier, Secretary

United Security Bancshares, Inc.

131 West Front Street

Post Office Box 249

Thomasville, Alabama 36784

OTHER MATTERS

We do not know of any matters to be presented for action at the Annual Meeting other than those set forth in the notice of the Annual Meeting and discussed in this Proxy Statement.

BancsharesUSBI will furnish to shareholders without charge, upon written request, a copy of Bancshares’USBI’s Annual Report on Form10-K, including the accompanying financial statements and schedules, required to be filed with the Securities and Exchange Commission for the year ended December 31, 2012.2014. Copies of the exhibits to the Form 10-K also will be available upon request. Requests should be made to:

Beverly J. Dozier, Secretary

United Security Bancshares, Inc.

131 West Front Street

Post Office Box 249

Thomasville, Alabama 36784