EXHIBIT 10(ab)

                        UNION STATE BANK (THE "COMPANY")

                   KEY EMPLOYEES' SUPPLEMENTAL INVESTMENT PLAN

                                 AMENDMENT NO. 2

The Union State Bank Key Employees' Supplemental Investment Plan ("Plan") is
hereby amended effective September 1, 2003 as follows:

1.   Article II, Eligibility, is amended by adding the following sentence:

     "Notwithstanding the above, any employee with total compensation in excess
     of compensation limits for Employee Stock Ownership, or other qualified
     plans, may participate on the first day of such eligibility."

2.   Section 3.2 is amended in its entirety to read as follows:

         "3.2     SALARY REDUCTION AGREEMENT.  As a condition to the Company's
                  obligation to make a Salary Reduction Contribution for the
                  benefit of a Participant pursuant to Section 3.1, the
                  Participant must execute a Salary Reduction Agreement in the
                  form attached hereto. The Agreement for any Plan Year shall
                  be made before the beginning of that Year and shall remain
                  in full force and effect for subsequent Plan Years unless
                  revoked by a Participant by written instrument delivered to
                  the Company prior to the beginning of the Plan year in which
                  such revocation is to be effective, except that in the first
                  year of participation, a Participant may enter the Plan by
                  executing a Salary Reduction Agreement within 30 days after
                  first becoming eligible, which shall apply to compensation
                  payable for services rendered after the Salary Reduction
                  Agreement is delivered to the Company. The participant shall
                  always be vested in Salary Reduction Contributions."

3.   New Section 3.4(c) is added to read as follows:

         "3.4(c)  A Participant's account balance in optional contributions will
                  not be fully vested at all times. Rather, the Participant will
                  be vested in this account to the same extent that his optional
                  account under the U.S.B. Holding Co., Inc. Employee Stock
                  Ownership Plan (with 401(k) Provisions) is vested.

4.   New Section 3.5 is added as follows:

         "3.5     LIMITS ON CONTRIBUTIONS. Notwithstanding the above, total
                  employee matching or optional contributions shall not exceed
                  twenty-five percent of each Participant's total compensation
                  in any Plan Year."
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         IN WITNESS WHEREOF, the Company has formally adopted Amendment No. 2 to
the Key Employees' Supplemental Investment Plan effective September 1, 2003.

                                              UNION STATE BANK



                                       By:  /s/ Thomas E. Hales
                                            ------------------------------------
                                            Thomas E. Hales
                                            Chairman of the
                                            Board, President and C.E.O.


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