AMENDMENT NUMBER 6
                                     TO THE
                            U.S.B. HOLDING CO., INC.
             EMPLOYEE STOCK OWNERSHIP PLAN(WITH 401(K) PROVISIONS)

      U.S.B. HOLDING CO., INC. a bank holding company under the laws of the
State of New York, hereby adopts the following amendments to the U.S.B. HOLDING
CO., INC. EMPLOYEE STOCK OWNERSHIP PLAN (WITH 401(K) PROVISIONS) ("Plan"):

1.    The following definition is added to Section 2 of the Plan:

      "Qualified Domestic Relations Order

      A QDRO is a domestic relations order which creates, recognizes or assigns
      to an alternate payee(s) the right to receive all or part of a
      Participant's Plan benefit and which meets the requirements of Section
      17(h). An alternate payee is a spouse, former spouse, child, or other
      dependent who is treated as a beneficiary under the Plan as a result of
      the QDRO. A domestic relations order is a judgment, decree or order
      (including the approval of a property settlement) which relates to the
      provision of child support, alimony payments, or marital property rights
      to an alternate payee and is made pursuant to a State domestic relations
      law (including a community property law)."

2.    Section 17(a) of the Plan is hereby deleted, and substituted therefor is
      the following:

      (a) Assignment and Alienation of Benefits No right or claim to, or
      interest in, any part of the Capital Accumulation or any payment from the
      Capital Accumulation, shall be assignable, transferable, or subject to
      sale, mortgage, pledge, hypothe-cation, commutation, anticipation,
      garnishment, attachment, execution, or levy of any kind. The trustee shall
      not recognize any attempt to assign, transfer, sell, mortgage, pledge,
      hypothecate, commute, or anticipate the same, except to the extent
      required by law. The preceding sentences do not apply to (i) a Qualified
      Domestic Relations Order as defined in section 414(p) of the Code, (ii) a
      domestic relations order that was entered before January 1, 1985 and upon
      which payments did not commence prior to January 1, 1985, which the Plan
      Administrator, in his discretion, determines to be a Qualified Domestic
      Relations Order, or (iii) a domestic relations order that was entered
      before January 1, 1985 and upon which payments commenced prior to January
      1, 1985.

      (b) Notwithstanding anything in the Plan to the contrary, a Participant's,
      Former Participant's or Beneficiary's Accounts under the Plan may be
      offset by any amount such Participant, Former Participant or Beneficiary
      is required or ordered to pay to the Plan if:

            (i) the order or requirement to pay arises: (A) under a judgment
            issued on or after August 5,1997 of conviction for a crime involving
            the Plan; (B) under a civil judgment (including a consent order or
            decree) entered by a court on or after August


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            5, 1997 in an action brought in connection with a violation (or
            alleged violation) of part 4 of subtitle B of title I of ERISA; or
            (C) pursuant to a settlement agreement entered into on or after
            August 5, 1997 between the Participant, Former Participant or
            Beneficiary and one or both of the United States Department of Labor
            and the Pension Benefit Guaranty Corporation in connection with a
            violation (or alleged violation) of part 4 of subtitle B of title I
            of ERISA by a fiduciary or any other person; and

            (ii) the judgment, order, decree or settlement agreement expressly
            provides for the offset of all or part of the amount ordered or
            required to be paid to the Plan against the Participant's, For
            Participant's or Beneficiary's benefits under the Plan.

3.    Section 17 of the Plan is hereby amended to add the following:

      (h) Determination of Qualified Domestic Relations Order (QDRO) A domestic
      relations order shall specifically state all of the following in order to
      be deemed a Qualified Domestic Relations Order ("QDRO"):

            (1) The name and last known mailing address (if any) of the
            Participant and of each alternate payee covered by the domestic
            relations order. However, if the domestic relations order does not
            specify the current mailing address of the alternate payee, but the
            Plan administrator has independent knowledge of that address, the
            domestic relation order may still be a valid QDRO.

            (2) The dollar amount or percentage of the Participant's benefit to
            be paid by the Plan to each alternate payee, or the manner in which
            the amount or percentage will be determined.

            (3) The number of payments or period for which the domestic
            relations order applies.

            (4) The specific plan (by name) to which the domestic relations
            order applies.

      A domestic relations order shall not be deemed a QDRO if it requires the
      Plan to provide:

            (5) any type or form of benefit, or any option not already provided
            for in the Plan;

            (6) increased benefits, or benefits in excess of the Participant's
            vested rights;

            (7) payment of a benefit earlier than allowed by the Plan's earliest
            retirement provisions; or

            (8) payment of benefits to an alternate payee which are required to
            be paid to another alternate payee under another QDRO.

      Promptly upon receipt of a domestic relations order ("Order") which may or
      may not be


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<PAGE>

      "Qualified," the Plan administrator shall notify the Participant and any
      alternate payee(s) named in she order of such receipt, and include a copy
      of this paragraph 17(h). The Plan administrator shall establish and
      communicate to each Participant and alternate payee named in a domestic
      relations order that is served on the Plan reasonable procedures for
      determining whether the domestic relations order is a QDRO.

      If the "Qualified" status of the Order is in question, there will be a
      delay in any payout to any payee including the Participant,, until the
      status is resolved. In such event, the Plan administrator shall separately
      account for the amount that would have been payable to the alternate
      payee(s) if the Order had been deemed a QDRO. If the Order is not
      Qualified, or the status is not resolved (for example, it has been sent
      back to the Court for clarification or modification) within 18 months
      beginning with the date the first payment would have to be made under the
      Order, the Plan administrator shall pay the separately accounted for
      amounts adjusted for applicable investment returns to the person(s) who
      would have been entitled to the benefits had there been no Order. If a
      determination as to the Qualified status of the Order is made after the
      18-month period described above, the Order shall only be applied on a
      prospective basis. If the Order is determined to be a QDRO, the
      Participant and alternate payee(s) shall again be notified promptly after
      such determination. Once an Order is deemed a QDRO, the Plan administrator
      shall pay to the alternate payee(s) all the amounts due under the QDRO,
      including separately accounted for amounts adjusted for applicable
      investment returns which may have accrued during a dispute as to the
      Order's qualification.

      The above will only allow inservice payouts to alternative payee(s) and
      not the Participant. Further, such payouts will not be deemed to violate
      the non-assignment and alienation provision of the Plan.

      IN WITNESS WHEREOF, the undersigned, a duly authorized officer of U.S.B.
HOLDING CO., INC., hereby adopts this Amendment Number 6 to the U.S.B. HOLDING
CO., INC. EMPLOYEE STOCK OWNERSHIP PLAN (WITH 401(K) PROVISIONS) on this 24th
day of August, 1999.

                                        U.S.B. HOLDING COMPANY, INC.


                                        By /s/ Steven T. Sabatini
                                           -------------------------------------

                                        As Its: Sr. Executive Vice President
                                                and C.F.O.
                                                --------------------------------


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