RESTATED CERTIFICATE OF INCORPORATION

 

                                       OF

 

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

 

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

                            Under Section 245 of the

                        Delaware General Corporation Law

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

 

          U.S.B. Holding Co., Inc., a corporation duly organized and existing,

 under and by virtue of the General Corporation Law of the State of Delaware

 (the "Corporation"), DOES HEREBY CERTIFY:

 

          1. The present name of the Corporation is U.S.B. Holding Co., Inc.,

 which is the name under which the Corporation was originally incorporated; and

 the date of filing of the original certificate of incorporation of the

 Corporation with the Secretary of State of Delaware is July 6, 1982.

 

          2. The provisions of the certificate of incorporation as heretofore

 amended and/or supplemented are hereby restated and integrated into the single

 instrument which is hereinafter set forth, and which is entitled Restated

 Certificate of Incorporation of U.S.B Holding Co., Inc., without further

 amendment and without any discrepancy between the provisions of the certificate

 of incorporation as heretofore amended and supplemented and the provisions of

 the said single instrument hereinafter set forth.

 

          3. Purpose. The, Board of Directors of the Corporation has duly

adopted this Restated Certificate of Incorporation pursuant to the provisions of

Section 245 of the General Corporation Law of the State of Delaware in the form

set forth as follows:

 

 

 

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                      RESTATED CERTIFICATE OF INCORPORATION

 

                                       OF

 

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

 

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

 

          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 county, 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 60,000,000 shares, consisting of

 50,000,000 shares of Common Stock having a par value of $0.01 per share and

 10,000,000 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:

 

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

          distinctive designation of that series;

 

 

                                      -2-

 

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                  (b) The dividend rate. 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 shall be convertible into shares of Common

 Stock or other securities of the Corporation.

 

                                      -3-

 

 

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          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 Annual Meeting of Shareholders at

          which the term of the class to which they have been elected expires.

 

                                      -4-

 

 

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                 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 80% 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 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

 

 

                                      -5-

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 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

 receivers 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:

 

                    (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;

 

 

                                      -6-

 

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                    (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 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

 

                                      -7-

 

 

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 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.

 

                                       -8-

 

 

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          IN WITNESS WHEREOF, this Restated Certificate has been signed on this

 25th day of July, 2002, and the signature of the undersigned shall constitute

 the affirmation and acknowledgment 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