CODE OF CONDUCT

U.S.B. HOLDING CO., INC. including all of its wholly owned subsidiaries
(collectively the "Company"), recognizing the responsibility arising from their
operations, reaffirms through this Code of Conduct (the "Code") the Company
policy against unlawful or improper business conduct, wherever it conducts
business or wherever its products are sold or services are rendered.

STATEMENT OF CORE VALUES AND PRINCIPLES

The Board of Directors, Officers and Employees of the Company are committed to
the following standards and principals in the conduct of the Company's business:

      1.    Honest and ethical conduct, including the ethical handling of actual
            or apparent conflicts of interest between personal and professional
            relationships;

      2.    Full, fair, accurate, timely and understandable disclosure in
            reports and documents that the Company files with or submits to the
            Securities and Exchange Commission, New York Stock Exchange and Bank
            regulatory agencies and in other public communications made by the
            Company;

      3.    Compliance with applicable governmental laws, roles and regulations;

      4.    The prompt internal reporting of violations of our Corporate Code of
            Ethics or the Code applicable policies to an appropriate person or
            persons identified in such policies; and

      5.    Responsibility and accountability for adherence to the Code.

All Employees and members of the Board of Directors of the Company shall conduct
the business of the Company honestly and fairly in keeping with applicable laws
and existing policies of the Company. Each Employee of the Company shall always
demonstrate respect and integrity toward the Company and fellow Employees, as
well as all individuals who transact business with the Company and shall, at all
times, avoid conflicts of interest or even the appearance of a conflict of
interest.

In furtherance of the foregoing standards and principles, we support and require
adherence to the following:

I.    Employees and Directors must comply with standards and principles of the
      Code in all business dealings and with each other. Employees and Directors


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      must consider their actions in light of how they might be interpreted by
      others and whether they are acting appropriately and performing in the
      best overall interests of the Company. Compliance with the spirit as well
      as the letter of the Code is a fundamental requirement.

II.   Implementation of the standards and principles contained herein is a
      primary objective of the management of the Company. The Corporate Officers
      and the respective Board of Directors of the Company shall have overall
      responsibility for adopting and implementing same.

III.  The following rules provide the framework and guidance for implementation
      of the Code:

Conflicts of Interest
---------------------

Business decisions and business judgment must be exercised without impairment
because of conflicting interest. Employee and Director conflicts of interest or
potential conflicts of interest must be identified and addressed appropriately.
Employees are subject to specific guidelines with respect to gifts and
entertainment presented and received, personal fiduciary appointments,
acceptance of bequests, outside employment and other affiliations and the
holding of political office. Employees are required to disclose conflicts or
potential conflicts of interest in the exercise of their duties. Business or
personal relationships with customers, suppliers and other Employees must be
disclosed and reviewed. Senior Management must review any potential conflict and
determine if the particular circumstances are acceptable or take appropriate
action to ensure such conflict does not influence or affect business decisions,
transaction or other dealings.

To avoid the appearance of a conflict of interest between a Company or Bank
Employee and any entity or person engaged in the supply of goods or services
used by our operations, the following rules will apply:

      a)    Advance written approval by Chief Executive Officer is required
            before a "related party relationship", as herein defined, can be
            established.

      b)    A "related party relationship" is presumed to exist when an
            Employee, relative of an Employee (a spouse, child, pa rent,
            sibling, grandparent, grandchild, aunt, uncle or corresponding
            in-law or "step" relation), or any person(s) occupying the same
            household as an Employee has a direct or indirect ownership interest
            in any entity transacting business with the Company or the Bank.
            These conditions also apply to such entity which employs a relative
            of a Company or Bank Employee or any person(s) occupying the same
            household as that Employee.

      c)    If a related party relationship exists and advance written approval
            from the Chief Executive Officer has been obtained, then three
            independent bids must be obtained before a relationship is
            established in which expenditures will be in excess of $1,000.

The above rule is applicable to a singular or recurring transactions or an
aggregate of transactions with the same party.

In addition, all dealings with customers, prospects, suppliers and competitors
must be conducted in accordance with law and on terms that are fair and in the
best interests of the Company. Decisions relating to placement of the Company's
business with current or prospective customers and suppliers must be based


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solely on business considerations. Employees and Directors must not allow
personal relationships with current or prospective customers or suppliers to
influence business decisions. Each Employee who conducts Company business with
customers and who approves and/or can influence customer transactions must read
and must adhere to the Company's Related Party Policy set forth in the Corporate
Code of Ethics and Business Conduct Policy and Procedures.

Corporate Opportunities
-----------------------

No Employee, Officer or Director may, for themselves or for the benefit of any
other person, take advantage of information obtained in the course of their
duties or employment for personal benefit or gain. Personal benefit or gain
attained through opportunities learned in the course of employment is strictly
prohibited. Employees or Directors are not permitted to compete with the Company
or engage in any activity that is adverse to the Company's interest, directly or
indirectly. All Employees, Officers and Directors must comply with the Company's
Insider Trading Policy. The use of inside information or material information
not yet disclosed to the public for purposes of trading in the Company's stock
or other publicly traded securities is strictly prohibited. In addition, the use
of material information not yet disclosed to the public regarding customers
otherwise in the course of providing service to customers or obtained for
purposes of trading in such customer's securities is strictly prohibited. Under
applicable law, persons who possess material non-public information may not use
same to "tip" any person. Reference should be made to the Company's Insider
Trading Policy or questions may be directed to the Company's Insider Trading
Officer.

Company Confidentiality
-----------------------

The Company is committed to ensuring the confidentiality and integrity of all
forms of data and information entrusted to it. It is the duty of each director,
officer and Employee to respect, and not improperly divulge, privileged or
confidential information, to refrain from using information obtained in the
conduct of business at the Company for personal or business advantages, to
refrain from disclosing information obtained from the conduct of the Company's
affairs to outside persons or entities.

Corporate Books and Records
---------------------------

All books and records must be accurate, in accordance with established
accounting and record-keeping procedures and sound accounting controls.
Periodic reports submitted to the Securities and Exchange Commission, New York
Stock Exchange, other regulators, management, and the public must reflect full,
fair, accurate, timely and understandable disclosure of the Company's financial
information.

Dealings with Our Customers and with Each Other
-----------------------------------------------

It is the Company's policy to treat people fairly and with respect. All
Employees and Directors must deal with current and prospective customers,
suppliers, visitors and other Employees without any discrimination because of
race, color, creed, religion, sex, national origin, ancestry, citizenship
status, age, marital status, sexual orientation, physical or mental disability,
veteran status, liability for service in the Armed Forces of the United States
or any other classification prohibited by applicable law. Managers must create
an environment free of harassment, discrimination or intimidation. Managers and
other Employees who violate laws and Company policies requiring fairness and


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respectful treatment of others are subject to consequences which may include
disciplinary action, up to and including termination of employment. Any Employee
or Director who believes that he or she has been the subject of harassment or
discrimination or who believes that an act of harassment or discrimination has
occurred with respect to any Employee or Director, is encouraged to report the
perceived violation.

Protection and Proper Use of Company Assets
-------------------------------------------

The Company's success requires a commitment on the part of all of its Employees
and Directors to the proper allocation and use of its assets. The Company's
assets include, but are not limited to, financial assets (loans, cash,
investments and other assets that are financial in nature), equipment, supplies,
real estate, tools, inventory, funds, computer systems and equipment, computer
software, computer data, vehicles, records or reports, non-public information,
intellectual property or other sensitive information or materials and telephone,
voice or e-mail communications, as well as the Company's funds in any form.
Employees and Directors each have a duty to protect the Company's assets from
loss, damage, misuse, theft or sabotage. Employees and Directors each must also
ensure the efficient use of the Company's assets. The Company's assets are to be
used for business purposes only. Management must approve any use of the
Company's assets or services that are not solely for the Company's benefit.

Employees and Directors must protect the Company's assets in whatever ways are
appropriate to maintain their value to the Company. Employees and Directors must
take care to use facilities, furnishings and equipment properly and to avoid
abusive, careless or inappropriate behavior that may destroy, waste or cause the
deterioration or loss of Company property.

Compliance with the Laws. Rules and Regulations
-----------------------------------------------

Employees and Directors of the Company must comply with all applicable laws,
rules and regulations. At all times, Employees and Directors must respond to
specific inquiries of the Company's independent public accounting firm.
Employees have responsibility to comply with the laws and regulations applicable
to the Company. The Company conducts ongoing training to ensure that all
Employees are familiar with these laws and regulations and understand their
responsibility for promoting compliance.

Reporting Violations of this Code or Illegal or Unethical Conduct
-----------------------------------------------------------------

Questions related to the Code or the Policy & Procedures may be discussed with
an Employee's Department Head, the Director of Human Resources, the Chief
Internal Auditor, the Chief Compliance Officer or the General Counsel. Violation
of Company policies relating to the conduct of its business or its ethical
standards contained in the Code and related policy and procedures is subject to
disciplinary action, up to and including, dismissal from employment or in the
case of Directors, directorship at the Company.

If an Employee or Director becomes aware of an actual or possible violation of
this Code or any unethical or illegal behavior, then the Employee or Director
may report such information or file a complaint pursuant to the Company's Policy
and Procedures without fear of retaliation.


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Such reports or complaints will be treated as confidential. The designated
person name in the appropriate Company Policy will investigate matters reported
and determine if remedial actions and/or notification to regulators or law
enforcement is appropriate. Retaliation of any kind against any Employee or
Director who makes a good faith report of an observed or suspected violation of
the Code of any law, regulation or Company policy is prohibited.

Waivers of the Code of Business Conduct and Ethics
--------------------------------------------------

All Employees and Directors should be aware that the Company generally will not
grant such waivers and will make an exception only when good cause is shown for
doing so. Any request for a waiver of any standard in this Code may be granted
only by the Chief Executive Officer with notice to General Counsel and the Board
of Directors. Waivers involving any of the Company's Executive Officers, Senior
Financial Officers or Directors may be made only by the Board of Directors of
the Company or a designated Committee of the Board and all waivers granted to
Executive Officers, Senior Financial Officers and Directors will be publicly
disclosed in accordance with applicable law. Any failure by the Company to take
action within a reasonable period of time regarding a material departure from
this Code by a Director, Executive Officer or Senior Financial Officer will be
deemed an implicit waiver and must also be publicly disclosed.

This Code is further implemented by the Corporate Code of Ethics and Business
Conduct Policy and Procedures (Policy and Procedures) which is provided to all
Employees and the Company Directors. The Company also distributes a copy of the
Policy and Procedures annually to each Employee and Director. Department Heads
must review the Policy and Procedures annually with their staff members. The
Policy and Procedures is also included in the materials given to new Employees
by the Human Resources Division. All Officers and all other Employees are
required to annually certify that they have read, understand and comply with the
Code and the Policy and Procedures.

In addition to this Code, the Company has also established a Corporate Code
specific to the Financial Officers and Chief Executive Officer which is
available on the Company website.


This policy was re-approved by the Board of Directors on 2/25/05.


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