URGENT
IMMEDIATE RESPONSE REQUESTED

October 20, 2005
Dear Shareholder:
On behalf of the Board of Directors and management of United Bancshares,
Inc., I am pleased to invite you to the 2005 Annual Meeting of Shareholders of
United Bancshares, Inc. which is to be held on Monday, November 14, 2005, at
9:00 A.M., local time, at the A.M.E First Episcopal District Headquarters, 3801
Market Street, 3rd Floor, Philadelphia, PA 19104. Accompanying this letter is a
Notice of Meeting, a Proxy Statement and a Proxy Card. Also accompanying this
letter is United Bancshares, Inc.'s Annual Report to its shareholders for the
year 2004.
Shareholders who need directions to the location of the Annual Meeting
should call (215) 231-3670 between the hours of 8:30 A.M. and 4:30 P.M., local
time, on any business day.
I urge you to read the enclosed material carefully and to complete, sign
and mail promptly the proxy card accompanying this letter so that your vote will
be counted. A self-addressed stamped envelope is enclosed to return the
completed proxy form. For your convenience, telephone and on-line voting are now
available. Please follow the instructions on the proxy card if you would like to
vote in this manner.
The officers, directors and staff of United Bank sincerely appreciate your
continuing support.

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

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

Dear Shareholders,

The Annual Meeting of the Shareholders of United Bancshares, Inc. will be
held at 9:00 A.M., local time, on Monday, November 14, 2005 at the A.M.E. First
Episcopal District Headquarters at 3801 Market Street, 3rd Floor, Philadelphia,
PA 19104 for the following purposes:
1. To re-elect One (1) Class B director to serve until the expiration
of his four (4) year term.

2. To ratify the appointment of McGladrey and Pullen, LLP as United
Bancshares, Inc.'s independent registered public accounting firm for the
year 2005.
In their discretion, the proxies are authorized to act upon such other
matters as may properly come before the meeting. Reference is made to the
accompanying Proxy Statement for details with respect to the foregoing matters.
Only shareholders of record at the close of business on October 11, 2005, who
hold shares with voting rights, are entitled to notice of and to vote at the
Annual Meeting and any adjournment or postponement thereof. Such shareholders
may vote in person or by proxy.

By Order of the Board of Directors
/s/ William B. Moore
William B. Moore, Secretary

Philadelphia, Pennsylvania
October 20, 2005

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

ANNUAL MEETING OF SHAREHOLDERS
United Bancshares, Inc.

PROXY STATEMENT
INTRODUCTION
Matters to be Considered at the Annual Meeting of Shareholders
This Proxy Statement is being furnished to shareholders of United
Bancshares, Inc. ("UBS" or "the Corporation") in connection with the
solicitation of proxies by UBS for use at UBS' Annual Meeting of Shareholders to
be held on Monday, November 14, 2005, at 9:00 A.M., or any adjournment or
postponement thereof (the "Annual Meeting"). At the Annual Meeting, the
shareholders will consider and vote upon (i) the re-election of one (1) Class B
director to serve until the expiration of his four (4) year term; and (ii) the
ratification of the appointment of McGladrey and Pullen, LLP as the independent
registered public accounting firm for UBS for the year 2005. The proxies are
authorized to transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof. The approximate date
upon which this Proxy Statement and the Proxy are to be mailed to shareholders
is October 20, 2005. The address of the executive office of UBS is 30 S. 15th
Street, 12th Floor, Philadelphia, Pennsylvania 19102.

Date, Time and Place of Annual Meeting
The Annual Meeting will be held on Monday, November 14, 2005, at 9:00 A.M.
local time, at the A.M.E. First Episcopal District Headquarters, 3801 Market
Street, 3rd Floor, Philadelphia, PA 19104.

Record Date and Voting
The Board of Directors of UBS has fixed the close of business on October
11, 2005 as the record date for determining holders of record of UBS' Common
Stock, par value $0.01 per share, entitled to notice of and to vote at the
Annual Meeting or any adjournment or postponement thereof. Each holder of
record, of a voting share, is entitled to one vote per share on the matters to
be considered at the Annual Meeting.
The holders of a majority of the outstanding shares of UBS' Common Stock,
with voting rights, present either in person or by proxy, will constitute a
quorum for the transaction of business at the Annual Meeting. As of October 11,
2005, there were 876,921 shares of UBS' Common Stock outstanding with voting
rights.
Shares represented by properly executed proxies will be voted in accordance
with the directions indicated in the proxies, unless such proxies have
previously been revoked. Each properly executed proxy on which no voting
directions are indicated will be voted in favor of the adoption of the proposals
recommended by management of UBS, and in the discretion of the proxy agents as
to any other matters which may properly come before the Annual Meeting. A proxy
may be revoked by a shareholder at any time prior to its use for any purpose by
giving written notice of such revocation to William B. Moore, the Secretary of
UBS, at the executive office of UBS at 30 S. 15th Street, 12th Floor,
Philadelphia, Pennsylvania 19102 or by appearing in person at the Annual Meeting
and asking to withdraw the proxy prior to its use for any purpose so that the
shareholder can vote in person. A later dated proxy revokes an earlier dated
proxy.
UBS does not know at this time of any business, other than that stated in
this Proxy Statement, which will be presented for consideration at the Annual
Meeting. If any unanticipated business is properly brought before the Annual
Meeting, the proxy agents will vote in accordance with their best judgment.

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information known to UBS, as of
October 11, 2005(1), with respect to the only persons to UBS' knowledge, who may
be beneficial owners of more than 5% of UBS' Common Stock.

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

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

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

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that UBS' directors and executive officers file reports of their holdings of
UBS' Common Stock with the Securities and Exchange Commission (the
"Commission"). Based on UBS' records and other information available to it, UBS
believes that the Commission's Section 16(a) reporting requirements applicable
to UBS' directors and executive officers were complied with for UBS' fiscal year
ended December 31, 2004.

UBS' AND BANK'S BOARD OF DIRECTORS

The Bylaws of UBS provide that a Board of Directors of not less than five
(5) and not more than twenty-five (25) directors shall manage UBS' business.
UBS' Board, as provided in the bylaws, is divided into four classes of
directors: Class A, Class B, Class C and Class D, with each class being as
nearly equal in number as possible. The Board of Directors has fixed the number
of directors at ten (10), with three (3) members in Class A, one (1) member in
Class B, four (4) members in Class C, and two (2) members in Class D. (SEE
PROPOSAL 1--ELECTION OF DIRECTORS)
Under UBS' bylaws, persons elected by the Board of Directors to fill a
vacancy on the Board serve as directors for the balance of the term of the
director who that person succeeds.
The Board of Directors of UBS and the Board of Directors of the Bank meet
when necessary. The Executive Committee of the Bank meets in those months when
the UBS Board of Directors does not meet. The Executive Committees of UBS and
the Bank act in the stead of the Boards of Directors of UBS and the Bank,
respectively, and exercise the authority and powers of the Boards of Directors
at intervals between meetings of the Boards of Directors insofar as may be
permitted by law and have responsibility for the nomination of new directors.
The Asset and Liability Management Committee of the Bank's Board meets for the
purpose of managing and monitoring the Bank's exposure to Bank's independent
registered public accounting firm to review the results of the annual audit. The
Bank's Compliance Committee has been combined with the Bank's Audit Committee
and addresses the Bank's regulatory compliance matters. UBS has a nominating
committee. UBS' Board of Directors does not have a Compensation Committee of the
Board since it has no employees.

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

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

Chairman of the Board of Directors is required to determine whether the director
nominations have been made in accordance with the provisions of the UBS' bylaws,
and if any nomination is defective, the nomination and any votes cast for the
nominee(s) shall be disregarded.

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

Policy for Attendance at Annual Meetings

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

General Information about UBS' and Bank's Boards of Directors
UBS' Board of Directors meets when necessary and during 2004 held eleven
(11) meetings, including UBS' organization meeting. In 2004, the Bank's Board of
Directors was scheduled to meet at least monthly, except in August and during
2004 held eleven (11) meetings. The independent directors of the UBS' and the
Bank's Board of Directors will hold regularly scheduled executive sessions on a
regular basis, but, in any event, not less than twice a year.

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

Information about UBS' Executive Committee

The Executive Committee, comprised of L. Armstead Edwards (Chairman),
Steven L. Sanders (Vice-Chairman), Angela M. Huggins, William B. Moore, Evelyn
F. Smalls, and Marionette Y. Wilson (Frazier) meets, when necessary, at the call
of the Chairman, and to exercise the authority and powers of UBS' Board of
Directors at intervals between meetings of the Board of Directors insofar as may
be permitted by law. The Executive Committee held eleven (11) meetings during
2004.

Information about UBS' Audit/Compliance Committee and Financial Expert
The Audit/Compliance Committee of UBS' Board of Directors(1) is comprised
of Angela M. Huggins (Chairman), Joseph T. Drennan, L. Armstead Edwards,
Marionette Y. Wilson (Frazier) and William B. Moore, meets when necessary at the
call of the Chairman. The Committee meets with the internal auditor to review
audit programs and the results of audits of specific areas, as well as other
regulatory compliance issues. In addition, the Committee meets with UBS'
independent registered public accountants to review the results of the annual
audit and other related matters. Each member of the Committee is "independent"
as defined in the applicable listing standards of the National Association of
Securities Dealers ("NASDAQ"). The Committee held six (6) meetings during 2004.
Each member of the Audit/Compliance Committee is independent and
financially literate as defined by NASDAQ. The Board of Directors of the Company
and the Bank has determined that Joseph T. Drennan is the "Financial Expert," as
defined in the SEC's regulations.
The Compliance Committee was combined with the Audit Committee and is
comprised of the same members. On a quarterly basis compliance matters are
addressed to include the review of regulatory compliance matters, the Bank's
compliance programs and the CRA Act activities.

Information About UBS' Nominating Committee
The Nominating Committee, comprised of Angela M. Huggins (Chairman), L.
Armstead Edwards and Ernest L. Wright, meets at the call of the Chairman. The
Committee is responsible for considering and recommending future director
nominees to the Board of Directors of UBS and the Bank and the Committee will be
independent and meet the requirements for independence of the NASDAQ Stock
market. The Nominating Committee charter will be made available, without charge,
upon written request by the shareholders of UBS to the corporate secretary of
UBS and the charter is attached to this Proxy Statement. A copy of UBS'
Nominating Committee Charter is attached as Exhibit B. A copy of the charter is
not available on UBS' website. The Committee held three (3) meetings in 2004.

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

Information about Committees of the Bank's Board of Directors
The Committees of the Bank's Board of Directors are the Executive, Asset
Liability Management, Audit/Compliance Committees and the Loan Committee.

Information about the Bank's Executive Committee

The Executive Committee, comprised of L. Armstead Edwards (Chairman),
Steven L. Sanders (Vice-Chairman), Angela M. Huggins, William B. Moore, Evelyn
F. Smalls and Marionette Y. Wilson meets, when necessary, at the call of the
Chairman, to discuss and approve certain human resource matters including
compensation, to ratify and approve certain of the Bank's loans and to exercise
the authority and powers of the Bank's Board of Directors at intervals between
meetings of the Board of Directors insofar as may be permitted by law. The
Executive Committee held eleven (11) meetings during 2004. The Bank's Board of
Directors does not have a Compensation Committee; the Executive Committee
performs that function.

Information about the Bank's Asset/Liability Committee

The Asset Liability Management Committee, comprised of Bernard E. Anderson
(Chairman), L. Armstead Edwards, Angela M. Huggins, Evelyn F. Smalls and Ernest
L. Wright meets, when necessary, at the call of the Chairman, and to review and
manage the Bank's exposure to interest rate risk, market risk and liquidity
risk. During 2004, the Asset and Liability Management Committee held five (5)
meetings.

Information about the Bank's Audit/Compliance Committee

The Audit/Compliance Committee comprised of Angela M. Huggins (Chairman),
Joseph T. Drennan, L. Armstead Edwards, William B. Moore, and Marionette Y.
Wilson meets at least quarterly. The Audit/Compliance Committee meets with the
internal auditor to review audit programs and the results of audits of specific
areas, as well as other regulatory compliance issues. In addition, the
Audit/Compliance Committee meets with the Bank's independent registered public
accountants to review the results of the annual audit and other related matters,
with the internal auditor to review audit programs and the results of audits of
specific areas, as well as other regulatory compliance issues. Each member of
the Audit/Compliance Committee is "independent" as defined in the applicable
listing standards of the National Association of Securities Dealers. The
Committee held six (6) meetings during 2004.
The Compliance Committee is combined with the Audit Committee and is
comprised of the same members. On a quarterly basis compliance matters are
addressed to include the review of regulatory compliance matters, the Bank's
compliance programs and the Community Reinvestment Act (CRA) activities.

Information about the Bank's Loan Committee

The Loan Committee, comprised of David R. Bright (Chairman), L. Armstead
Edwards, Evelyn F. Smalls, and Ernest Wright meets when necessary to review and
approve loans that are $200,000 and over and to discuss other loan-related
matters. During 2004, the Loan Committee held eleven (11) meetings. Meetings of
Bank's Board and its Committees
The total number of meetings of the Bank's Board of Directors that were
held in 2004 was eleven (11). All incumbent directors (i) attended at least
seventy-five percent (75%) of the total number of meetings of the Board of
Directors, except William B. Moore, who attended sixty-seven percent (67%); and
(ii) attended at least seventy-five percent (75%) of the aggregate of the total
number of meetings held by all committees of the Board on which the director
served, except William B. Moore, who attended sixty-seven percent (67%) of the
Executive Committee meetings.

BOARDS OF DIRECTORS COMPENSATION
Directors Fees
The normal non-officer director fee paid by the Bank is Three Hundred Fifty
Dollars ($350) for attending each of the Board meeting and One Hundred
Seventy-five Dollars ($175) per quarter for attending the Board of Directors'
Committee

meetings. Directors' fees are not paid to officer directors for attending Bank
Board of Directors or Committee meetings. UBS does not pay any fees to any
directors for attending UBS' Board of Directors or Committee meetings. Effective
April 1, 2002, the Board of Directors elected to waive all fees for an
indefinite period of time.

BIOGRAPHICAL INFORMATION ABOUT CORPORATION'S DIRECTORS

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

Age as of
Name, Principal Occupation and October 11, Director
Business Experience For Past Five Years 2005 Since(7)
- ---------------------------------------- ---- --------

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

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

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

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

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

CONTINUING DIRECTORS
Class D
The terms of the following directors expire in 2007:
1. William B. Moore 63 1993
Pastor Tenth Memorial Baptist Church, Philadelphia, PA since
1971 and Deputy Executive Director, Philadelphia Parking
Authority from 2000 to present

2. Evelyn F. Smalls 60 2000

President and Chief Executive Officer of the Bank and UBS
Since June of 2000; Senior Vice President of the Bank from
October 1993 to May 2000

Footnote Information Concerning Directors
(7) Reference to service on the Boards of Directors refers to the Bank only
prior to 1993 and to the Bank and UBS since 1993.
(8) Angela M. Huggins retired from the board in 2005 upon expiration of her
term.

BENEFICIAL OWNERSHIP OF STOCK BY DIRECTORS, NOMIMEES AND EXECUTIVES
The following table lists the beneficial ownership of shares of the UBS'
Common Stock as of October 11, 2005 for each of the UBS' director, nominees and
executive officers. The table also shows the total number of shares of Common
Stock ownership by the director, nominees and executive officers of UBS as a
group.

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

(9) Stock ownership information is given as of October 11, 2005, and includes
shares that the individual has the right to acquire (other than by exercise
of stock options) within sixty (60) days of October 11, 2005. Unless
otherwise indicated, each director and each such named executive officer
holds sole voting and investment power over the shares listed.
(10) The number of shares "beneficially owned" in each case includes, when
applicable, shares owned beneficially, directly or indirectly, by the
spouse or minor children of the director, and shares owned by any other
relatives of the director residing with the director. None of the directors
holds title to any shares of UBS of record that such director does not own
beneficially.
(11) UBS does not know of any person having or sharing voting power and/or
investment power with respect to more than 5% of the UBS' Common Stock
other than Wachovia Corporation (formerly First Union Corporation) and
Philadelphia Municipal Retirement System. (SEE SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS.)

Certain Executive Officers
Evelyn F. Smalls......................... 500** *
Brenda M. Hudson-Nelson.................. 50 *
All Current Directors and Executive
Officers as a Group ..................... 42,517 3.9788% ***
- ------------------
Footnotes Concerning Beneficial Ownership of Stock
* Less than one percent.
** Ms. Smalls is also a Director; see listing above.
*** Calculated by adding the Common Stock owned plus exercisable options and
dividing by the actual number of shares outstanding on October 11, 2005,
plus the shares subject to the exercisable option.

UBS' AND BANK'S EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the current executive officers of UBS and the Bank as
of October 11, 2005:
UBS Stock
Name, Principal Occupation and Age as of Office with the UBS and/or Bank Beneficially
-------------------------------
Business Experience For Past 5 Years October 11, 2005 Owned
------------------------------------- ---------------- -----

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

- ------------------
Footnote Information Concerning Executive Officers
(12) Ms. Smalls was elected as a director and was appointed as President and
Chief Executive Officer in June 2000. Prior to that, Ms. Smalls was Senior
Vice President of Human Resources and Compliance from October 1993 to May
2000.
(13) The President and Chief Executive Officer, currently Evelyn F. Smalls, acts
as Trustee of certain voting trust agreements (the "Voting Trusts")
pursuant to which Fahnstock, Inc deposited 5,209 shares of Common Stock of
UBS, to be voted by the current president and chief executive officer
pursuant to the terms of the Voting Trusts. The term of the Voting Trusts
is ten (10) years.
(14) Ms. Hudson-Nelson was appointed Senior Vice President and Chief Financial
Officer in June 2000. Prior to that, Ms. Hudson-Nelson was Vice President
and Controller from January 1992 to May 2000. In May 2002, Ms.
Hudson-Nelson was promoted to Executive Vice President.

EXECUTIVE COMPENSATION
General Disclosure Considerations Concerning Executive Compensation
UBS believes that its shareholders should be provided clear and concise
information about the compensation of the Bank's executives and the reasons the
Bank's Board of Directors15 made decisions concerning their executive
compensation, consistent with the Commission's proxy statement disclosure rules
regarding disclosure of executive compensation.
The format and content of the information set forth below is intended to
enable UBS' shareholders to understand the rationale and criteria for the Bank's
executive compensation programs and the compensation paid to the named
executives and its other executives and key employees.
UBS welcomes shareholder comment on whether the objective, to provide
information to UBS' shareholders that is useful and clearly stated, has been
met. Please send any comments or suggestions for further improvements in
disclosure to William B. Moore, the Secretary of UBS, at the executive office of
UBS, 30 South 15th Street, 12th Floor, Philadelphia, Pennsylvania 19102.

Executive Compensation
The following information relates to all plan and non-plan compensation
awarded to, earned by, or paid to (i) Evelyn F. Smalls, the President and Chief
Executive Officer of the Bank, and (ii) Brenda M. Hudson-Nelson, Executive Vice
President and Chief Financial Officer of the Bank, the only persons who were
serving as executive officers of the Bank at December 31, 2004 (Ms. Smalls and
Ms. Hudson-Nelson are hereinafter sometimes collectively referred to as the
"Named Executive Officers"). Any compensation earned by the Named Executive
Officers during 2004 will be reported in the proxy statement for UBS' 2005
Annual Meeting of Shareholders.
UBS' executives are not compensated for their services to UBS rather,
because the Bank is the principal subsidiary of UBS, they are compensated as
officers of the Bank.

Summary Compensation Table
The disclosure regarding the compensation of the Bank's executives includes
the following table that sets forth the compensation paid to the Named Executive
Officers during the last three (3) fiscal years.

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

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

- ------------------
Footnote Information Concerning Executive Compensation
(15) Amounts are not included in the Bonus, Stock Option and All Other
Compensation columns of the table because no compensation of this nature
was paid by UBS or the Bank and the restricted stock awards and long term
incentive payouts columns are not included in the Compensation Table since
these benefits are not made available by UBS or the Bank.
(16) The Commission's compensation disclosure rules require the use, where
applicable, of a series of tables to describe various types of compensation
paid to the specified executive officers. The use of a specific table or
column in a table is not required by the Commission's rules if no
compensation was paid or awarded to the named executives. Only the tables
or columns required to be used by the Commission's rules, because of the
compensation paid to the specified executive officers, have been used in
this Proxy Statement.

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

Long Term Incentive Stock Option Plan
One hundred thousand shares (100,000) of UBS' Common Stock are subject to a
Long Term Incentive Compensation Plan (the "Plan") under which options to
purchase UBS' Common Stock may be granted to key employees at a price not less
than the fair market value thereof at the date of the grant ("Options"), and
Common Stock may be awarded as Restricted Stock, subject for a period of time to
substantial risk of forfeiture and restrictions on disposition as determined by
the Executive Committee of the UBS Board of Directors as of the date of the
grant ("Restricted Stock"). Pursuant to the Plan, options are granted in tandem
with Stock Appreciation Rights ("SARs") allowing the holder of an Option to
surrender the Option and receive an amount equal to the appreciation in market
value of a fixed number of shares of Common Stock from the date of the grant of
the Option. SARs may be payable in Common Stock or cash or a combination of
both. The Plan also allows the Executive Committee of the UBS Board of Directors
to grant performance shares, which are contingent rights to receive, when
certain performance criteria have been attained, amounts of Common Stock and
cash determined by the Executive Committee of the UBS Board of Directors for
such an award. Such rights are subject to forfeiture or reduction if performance
goals specified are not met during the performance period. No such options,
restricted stock or SARs were granted for 2004 performance. No deferred
compensation, incentive compensation or any further compensation pursuant to any
plan has been paid by the Bank, or will be paid by the Bank.

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

Audit Committee Report
In connection with the preparation and filing of UBS' Annual Report on Form
10-K for the year ended December 31, 2004, the Audit Committee (i) reviewed and
discussed the audited financial statements with UBS' management, (ii) discussed
with McGladrey and Pullen, LLP, UBS' independent registered public accounting
firm, the matters required to be discussed by Statement on Auditing Standards
No. 61 (as modified or supplemented), (iii) discussed the independence of Grant
Thornton LLP with McGladrey and Pullen, LLP, and (iv) has received the written
disclosures and the letter from Grant Thornton LLP required by Independence
Standards Board Standard No. 1 (as modified or supplemented). Based on the
review and discussions referred to above, the Audit Committee recommended to the
Board of Directors that the audited financial statements be included in UBS'
Annual Report on Form 10-K for the year ending December 31, 2004.

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

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

Certain Relationships and Related Transactions
Some of the directors of the Bank and the companies with which they are
associated were customers of, and had banking transactions with the Bank in the
ordinary course of its business during 2004. All loans and commitments to lend
were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons. In the opinion of Bank management, the loans and commitments did
not involve more than a normal risk of collectability or present other
unfavorable features.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Audit Committee pre-approves all auditing services and permitted
non-audit services (including the fees and terms thereof) to be performed for
UBS by its independent auditor, subject to the minimum exceptions for non-audit
services described in Section 10A (i) (1) (B) of the Securities Exchange Act of
1934 which are approved by the Committee prior to the completion of the audit.
The Audit Committee may form and delegate authority to subcommittees consisting
of one or more members when appropriate, including the authority to grant
pre-approvals of audit and permitted non-audit services, provided that decisions
of such subcommittee to grant pre-approvals shall be presented to the full Audit
Committee at its next scheduled meeting.

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

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

The firm of McGladrey and Pullen LLP has been appointed by the Board of
Directors to serve as UBS' independent registered public accounting firm for the
fiscal year beginning January 1, 2005. The Board of Directors of UBS is
requesting shareholder approval of the appointment. A representative of the firm
will be present at the meeting to answer questions and will have the opportunity
to make a statement, if he so desires. The firm is presently serving UBS and the
Bank, as their independent registered public accounting firm. Management
recommends approval of this appointment. If the appointment is not approved by a
majority of the shares of Common Stock of UBS present in person or by proxy and
entitled to vote at the Annual Meeting, the appointment of the independent
registered public accounting firm will be reconsidered by the Board of
Directors.

The resolution being voted on is as follows:

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

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

The Board of Directors recommends a vote FOR the resolution ratifying the
appointment of McGladrey and Pullen LLP as UBS' independent registered public
accounting firm for the year 2005.

ADJOURNMENT

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

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

FINANCIAL STATEMENTS

The consolidated financial statements of UBS are not set forth in this
Proxy Statement. However, they are contained in the accompanying Annual Report
of UBS for the year ended December 31, 2004.

OTHER BUSINESS

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

SHAREHOLDER PROPOSALS FOR 2006

UBS' Annual Meeting of Shareholders will be held on or about November 14,
2006. Any shareholder desiring to submit a proposal to UBS for inclusion in the
proxy and proxy statement relating to that meeting must submit such proposal or
proposals in writing to UBS before June 22, 2006. It is suggested that the
proposal or proposals be submitted by certified mail-return receipt requested to
the attention of William B. Moore, the Secretary of UBS, at the executive office
of UBS, 30 S. 15th Street, 12th Floor, Philadelphia, Pennsylvania 19102.

ADDITIONAL INFORMATION

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

Upon written request of any shareholder, a copy of UBS' Annual Report on
Form 10-K for its fiscal year ended December 31, 2004, including the financial
statements and schedules thereto, required to be filed with the Securities and
Exchange Commission may be obtained, without charge, from UBS' Secretary,
William B. Moore, at the executive office of UBS, 30 S. 15th Street,
Philadelphia, Pennsylvania 19102.
By Order of the Board
of Directors of
United Bancshares, Inc.

/s/ William B. Moore

William B. Moore, Secretary

EXHIBIT A
UNITED BANCSHARES, INC.
AUDIT COMMITTEE CHARTER

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

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

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

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

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

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

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

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

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

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

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

Each committee member will be both independent and financially literate. No
committee member shall simultaneously serve on the audit committees of more than
two other public companies. The Committee will meet quarterly and hold
additional meetings, as the Chairman shall require in order to satisfy its
duties and responsibilities.

ROLES AND RESPONSIBILITIES
Internal Control

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

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

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

FINANCIAL REPORTING
General

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

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

Annual Financial Statements

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

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

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

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

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

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

Interim Financial Statements

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

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

- - Generally accepted accounting principals have been consistently
applied;

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

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

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

- - The Allowance for Loan Losses ("ALLL") is adequate and in accordance
with the Bank's policy.

Compliance with Laws and Regulations

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

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

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

Compliance with the Code of Conduct

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

o Review the program for monitoring compliance with the code of
conduct; and - Periodically obtain updates from management regarding
compliance.

INTERNAL AUDIT

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

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

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

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

EXTERNAL AUDIT

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

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

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

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

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

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

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

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

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

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

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

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

OTHER RESPONSIBILITIES

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

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

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

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

REPORTING RESPONSIBILITIES

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

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

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

Exhibit B

United Bancshares, Inc.

NOMINATING COMMITTEE CHARTER

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

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

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

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

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

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

COMMITTEE AUTHORITY AND RESPONSIBILITIES

The Committee shall:

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

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

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

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

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

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

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

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

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

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

11. Oversee the orientation of new Directors.

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

DELEGATION TO SUBCOMMITTEES

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

REPORTS TO THE BOARD OF DIRECTORS

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

OUTSIDE COUNSEL OR OTHER CONSULTANTS

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

ANNUAL REVIEW OF THE CHARTER AND PERFORMANCE

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