AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            U.S.B. HOLDING CO., INC.

                            (as amended May 20, 1998)

                            -------------------------

      1. Name. The name of the corporation is U.S.B. Holding Co., Inc.
(hereinafter called the "Corporation").

      2. Address; Registered Agent. The address, including street, number, city
and country, of the Corporation's registered office in this State is 1209 Orange
Street, Wilmington, County of New Castle, Delaware, and its registered agent at
such address is The Corporation Trust Company.

      3. Purpose. The nature of the business and purposes to be conducted or
promoted by the Corporation are to engage in, carry on and conduct any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware.

      4. Number of Shares. The total number of shares of stock which the
Corporation shall have authority to issue is 30,100,000 shares, consisting of
30,000,000 shares of Common Stock having a par value of $.01 per share and
100,000 shares of Preferred Stock without par value.

      The Board of Directors is authorized, by resolution or resolutions,
subject to limitations prescribed by law and the provisions of this Article 4,
to provide for the issuance of the Preferred Stock in one or more series, to
establish the number of shares to be included in each such series, and to fix
the designation, powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, of the shares of each such series. The
authority of the Board with respect to each series shall include, but not be
limited to, determination of the following:


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            (a) The number of shares constituting that series and the
      distinctive designation of that series;

            (b) The dividend rate of the shares of that series, whether
      dividends shall be cumulative, and, if so, from which date or dates, and
      the relative rights of priority, if any, of payment of dividends on shares
      of that series;

            (c) Whether that series shall have voting rights, and, if so, the
      terms of such voting rights;

            (d) Whether or not the shares of that series shall be redeemable,
      and, if so, the terms and conditions of such redemption, including the
      date or dates upon or after which they shall be redeemable, and the amount
      per share payable in case of redemption, which amount may vary under
      different conditions and at different redemption dates;

            (e) Whether that series shall have a sinking fund for the redemption
      or purchase of shares of that series, and if so, the terms and amount of
      such sinking fund;

            (f) The rights of the shares of that series in the event of
      voluntary or involuntary liquidation, dissolution or winding up of the
      Corporation, and the relative rights of priority, if any, of payment of
      shares of that series; and

            (g) Any other powers, preferences and rights, and the
      qualifications, limitations or restrictions thereof, of that series.
      Dividends on outstanding Preferred Stock shall be declared and paid, or
      set apart for payment, before any dividends shall be declared and paid, or
      set apart for payment, on the Common Stock with respect to the same
      dividend period. No shares of Preferred Stock


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      shall be convertible into shares of Common Stock or other securities of
      the Corporation.

      5. Board of Directors

            Section 1. Number, election and terms. The Board of Directors of the
      Corporation shall consist of that number of directors, to be fixed by, or
      in the manner provided in, the Bylaws, and such number of directors so
      fixed in such Bylaws may be changed only by receiving the affirmative vote
      of (i) the holders of at least 75% of all the shares of the Corporation
      then entitled to vote on such change or (ii) a majority of the directors
      in office at the time of vote. In the election of directors at the 1985
      Annual Meeting of Shareholders, the directors shall be divided into three
      classes, as nearly equal in number as possible, with the term of office of
      the first class to expire at the 1986 Annual Meeting of Shareholders, the
      term of office of the second class to expire at the 1987 Annual Meeting of
      Shareholders, and the term of office of the third class to expire at the
      1988 Annual Meeting of Shareholders. At each Annual Meeting of
      Shareholders following such initial classification and election, the
      number of directors equal to the number of the class whose term expires at
      the time of such meeting shall be elected to hold office until the third
      succeeding Annual Meeting of Shareholders. Each director shall hold office
      until his successor is elected and qualified, or until his earlier
      resignation or removal.

            Section 2. Newly created directorships and vacancies. Newly created
      directorships resulting from any increase in the authorized number of
      directors and any vacancies in the Board of Directors resulting from
      death, resignation, retirement, disqualification, removal from office or
      other cause may be filled by a majority vote of the directors then in
      office, and directors so chosen shall hold office for a term expiring at
      the


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      Annual Meeting of Shareholders at which the term of the class to which
      they have been elected expires.

            Section 3. Removal At a meeting of shareholders called expressly for
      that purpose, any director, or the entire Board of Directors, may be
      removed from office at any time without cause, but only by the affirmative
      vote of the holders of at least 8O% of the shares of the Corporation then
      entitled to vote in an election of directors. At a meeting of stockholders
      called expressly for that purpose, a director may be removed by the
      stockholders for cause by the affirmative vote of the holders of a
      majority of the shares then entitled to vote in an election of directors.

            Section 4. Amendment, repeal, etc. Notwithstanding anything
      contained in Delaware corporate law or these Articles of Incorporation to
      the contrary, the affirmative vote of the holders of at least 80% of the
      shares of the Corporation then entitled to vote in an election of
      directors shall be required to amend or repeal, or to adopt any provision
      inconsistent with, this Article 5.

      6. Adoption Amendment and/or Repeal of By-Laws. The Board of Directors may
from time to time (after adoption by the undersigned of the original by-laws of
the Corporation) adopt, amend or appeal the by-laws of the Corporation;
provided, that any by-laws adopted, amended or repealed by the Board of
Directors may be amended repealed, and any by-laws may be adopted, amended or
repealed by the stockholders of the Corporation.

      7. Compromise and Arrangements. Whenever a compromise or arrangement is
proposed between this Corporation and its creditors or any class of them and/or
between this Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within


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the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under the provisions of
section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receives appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

      8. Approval of Certain Business Combinations. The approval of any Business
Combination shall, in addition to any affirmative vote required by law, require
the affirmative vote of the holders of not less than eighty percent (80%) of the
common shares of the Corporation then entitled to vote generally in the election
of directors of the Corporation; provided; however, that any such Business
Combination may be approved on the affirmative vote required by law if such
Business Combination is approved by not less than sixty-six and two-thirds
percent (66-2/3%) of the entire Board of Directors of the Corporation. As used
herein the term "Business Combination" shall mean:

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            (i) any merger or consolidation of the Corporation or any subsidiary
      of the Corporation with (a) any Substantial Shareholder or (b) any other
      corporation which after such merger or consolidation, would be a
      Substantial Shareholder regardless of which entity survives;

            (ii) any sale, lease, exchange, mortgage, pledge, transfer or other
      disposition (in one transaction or a series of transactions) to or with
      any Substantial Shareholder of all or substantially all of the assets of
      the Corporation or any subsidiary of the Corporation, or both;

            (iii) the adoption of any plan or proposal for the liquidation of
      the Corporation proposed by or on behalf of a Substantial Shareholder; or

            (iv) any transaction involving the Corporation or any of its
      subsidiaries, including the issuance or transfer of any securities of, any
      reclassification of securities of, or any recapitalization of the
      Corporation or any of its subsidiaries, or any merger or consolidation of
      the Corporation with any of its subsidiaries (whether or not involving a
      Substantial Shareholder), if the transaction would have the effect,
      directly or indirectly, of increasing the proportionate share of the
      outstanding shares of any class of equity or convertible securities of the
      Corporation or any subsidiary, of which a Substantial Shareholder is the
      Beneficial Owner.

      As used herein, the term "Substantial Shareholder" shall mean and include
any individual, corporation, partnership or other person or entity which,
together with its "Affiliates" and "Associates" (as such terms were defined as
of May 22, 1984, in Rule 12b-2 under the Securities Exchange Act of 1934), is
the "Beneficial Owner" (as determined in accordance with the criteria set forth
as of May 22, 1984 under Rule 13d-3 under the Securities Exchange Act of 1934)
in the


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aggregate of more than five percent (5%) of the outstanding shares of the
Corporation entitled to vote generally in an election of directors; and any
Affiliate or Associate of any such individual, corporation, partnership or other
person or entity. Notwithstanding anything contained in Delaware corporate law
or these Articles of Incorporation to the contrary, the affirmative vote of the
holders of at least 80% of the shares of the Corporation then entitled to vote
in an election of directors shall be required to amend or repeal, or to adopt
any provision inconsistent with this Article 8.

      9. Limitation of Director's Personal Liability. A director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, as the same exists or
hereafter may be amended, or (iv) for any transaction from which the director
derived an improper personal benefit. This Article shall not eliminate or limit
the liability of a director for or with respect to any act or omission occurring
prior to the effective date of the Amendment adding this Article to the
Certificate of Incorporation. If the Delaware General Corporation Law hereafter
is amended to authorize the further elimination or limitation of the liability
of directors, then the liability of a director of the Corporation, in addition
to the limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the amended Delaware General Corporation Law. Any
repeal or modification of this paragraph by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the Corporation existing at the time of such
repeal or modification.


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      IN WITNESS WHEREOF, this Restated Certificate has been signed on this 26th
day of March, 1997, and the signature of the undersigned shall constitute the
affirmation and acknowledgement of the undersigned, under penalties of perjury,
that the Restated Certificate is the act and deed of the Corporation and that
the facts stated herein are true.


                                                     /s/ Michael H. Fury        
                                                     ---------------------------
                                                     Michael H. Fury
                                                     Secretary


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