<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on January 7, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
U.S.B. HOLDING CO., INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3197969
(State of Incorporation) (IRS Employer Identification No.)
100 Dutch Hill Road
Orangeburg, New York 10962
(Address, including zip code, of principal executive offices)
------------------------------------
U.S.B. HOLDING CO., INC.
EMPLOYEE STOCK OWNERSHIP PLAN (WITH 401(k) PROVISIONS)
UNION STATE BANK
KEY EMPLOYEES' SUPPLEMENTAL INVESTMENT PLAN
(Full title of the plans)
------------------------------------
Steven T. Sabatini
Senior Executive Vice President
and Chief Financial Officer
100 Dutch Hill Road
Orangeburg, New York 10962
(Name and address of agent for service)
(914) 365-4600
(Telephone number, including area code, of agent for service)
------------------------------------
Copy to:
Edwin T. Markham, Esq.
Parson & Brown LLP
666 Third Avenue
New York, New York 10017
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Offering Maximum Aggregate Registration
be Registered (1) Registered (1) Price Per Share (2) Offering Price Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$5 per share
par value 250,000 $25.31 $6,327,500 $1,867
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein.
(2) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, the
proposed maximum offering price per share and the registration fee
relating to these shares of Common Stock being registered have been
based on the average of the high and low prices of the Common Stock as
reported on the American Stock Exchange on December 31, 1997.
<PAGE>
<PAGE>
U.S.B. HOLDING CO., INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by U.S.B. Holding Co., Inc. (the "Company") and
the employee benefit plans described herein (the "Plans") are incorporated as of
their respective dates in this Registration Statement by reference:
A. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, and the Annual Report on Form 11-K of
each of the Plans for the fiscal year ended December 31, 1996.
B. All other reports filed by the Company or the Plans pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of
1934 since December 31, 1996.
C. Description of the Company's Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission
on March 17, 1997, which incorporates by reference the
description contained in Post-Effective Amendment No.1, filed
on August 2, 1994, to the Company's Registration Statement on
Form S-3 (No. 33-72788), filed on December 10, 1993.
All documents filed by the Company or the Plans pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold are
incorporated by reference in this Registration Statement and are a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable
II-1
<PAGE>
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation (the "Certificate") provides
that, to the full extent permitted by the General Corporation Law of the State
of Delaware (the "DGCL"), no member of the Board of Directors of the Company
will be personally liable to the Company or its stockholders for or with respect
to any acts or omissions in the performance of his or her duties as a member of
the Board of Directors of the Company other than liability (i) for any breach of
the director's duty of loyalty to the Company 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 DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
The By-laws of the Company (the "By-laws") provide that the Company
will indemnify any person who has been made a party to, or has been threatened
to be made a party to, any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, including
all appeals, by reason of the fact that he is or was a director, officer or
employee of the Company, or is or was serving at the request of the Company as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, to the full extent permitted by statute.
The By-laws further provide that expenses incurred by any director,
officer or employee in defending a civil, criminal, administrative or
investigative action, suit or proceeding (including all appeals) or threat
thereof, may be paid by the Company in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director, officer or employee to repay such amount if it is ultimately
determined that he is not entitled to be indemnified by the Company as so
authorized in the By-laws. Such expenses incurred by other agents may be so paid
upon terms and conditions, if any, as the Board of Directors deems appropriate.
The By-laws also provide that the indemnification and advancement of
expenses provided by or granted pursuant to the By-laws shall not be deemed
exclusive of nor in any way limit any other rights to which those persons
seeking indemnification or advancement of expenses may be or may become entitled
as a matter of law, by the Certificate, the By-laws, agreement, insurance, vote
of directors or stockholders or otherwise.
The directors and officers of the Company are insured against certain
liabilities, including certain liabilities under the Securities Act of 1933,
pursuant to the directors' and officers' liability insurance policy of the
Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-2
<PAGE>
<PAGE>
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of the Company. (1)
5.1 Opinion of counsel as to legality of securities being registered.*
5.2 Internal Revenue Service Determination Letter regarding qualification of the
Company's Employee Stock Ownership Plan (With 401(k) Provisions) under
Section 401 of the Internal Revenue Code.*
23.1 Consent of Deloitte & Touche LLP, independent public accountants for the
Company.*
23.2 Consent of KPMG Peat Marwick LLP, independent public accountants for
the U.S.B. Holding Co., Inc. Employee Stock Ownership Plan
(with 401(k) provisions).*
23.3 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-6).
99.1 U.S.B. Holding Co., Inc. Employee Stock Ownership Plan (With 401 (k)
Provisions). (2)
99.2 Amendment No. One, dated February 1, 1995, to the U.S.B. Holding Co.,
Inc. Employee Stock Ownership Plan (With 401 (k) Provisions).*
99.3 Amendment No. Two, dated May 17, 1995, to the U.S.B. Holding Co., Inc.
Employee Stock Ownership Plan (With 401 (k) Provisions).*
99.4 Amendment No. Three, dated December 27, 1995, to the U.S.B. Holding Co.,
Inc. Employee Stock Ownership Plan (With 401 (k) Provisions).*
99.5 Amendment No. Four, dated November 20, 1996, to the U.S.B. Holding Co.,
Inc. Employee Stock Ownership Plan (With 401 (k) Provisions).*
99.6 Union State Bank Key Employees' Supplemental Investment Plan, as
amended and restated July 1, 1997. *
</TABLE>
- -----------------------
* Filed herewith.
II-3
<PAGE>
<PAGE>
(1) Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996.
(2) Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represents a fundamental change in the
information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information set forth in the Registration
Statement;
provided, however, that paragraphs (a)(1))(i) and (a)(1)(ii) shall not apply to
information contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be
II-4
<PAGE>
<PAGE>
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy has expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Orangeburg, State of New York, on this 5th day
of January, 1998.
U.S.B. HOLDING CO., INC.
By: /s/ Thomas E. Hales
--------------------------------------
Thomas E. Hales
Chairman of the Board, President
and Chief Executive Officer
II-5
<PAGE>
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Thomas E. Hales, Raymond J. Crotty, and Steven T. Sabatini and each
acting alone, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all amendments or supplements hereto
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on January 5, 1998.
Signature Title
/s/ Thomas E. Hales Chairman, President, Chief Executive Officer
- ------------------------------- and Director (principal executive officer)
Thomas E. Hales
/s/ Steven T. Sabatini Senior Executive Vice President and Chief
- ------------------------------- Financial Officer (principal financial officer
Steven T. Sabatini and principal accounting officer)
/s/ Raymond J. Crotty Director
- -------------------------------
Raymond J. Crotty
Director
- -------------------------------
Howard V. Ruderman
/s/ Fred F. Graziano Director
- -------------------------------
Fred F. Graziano
Director
- -------------------------------
Kenneth J. Torsoe
/s/ Michael H. Fury Director
- -------------------------------
Michael H. Fury
/s/ Herbert Peckman Director
- -------------------------------
Herbert Peckman
II-6
<PAGE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of the U.S.B. Holding Co., Inc. Employee Stock
Ownership Plan (With 401 (k) Provisions) has caused this Registration Statement
to be signed on its behalf by the undersigned thereunto duly authorized, in the
Town of Orangeburg, State of New York, On January 5, 1998.
U.S.B. Holding Co., Inc. Employee
Stock Ownership Plan (With 401 (k)
Provisions)
By /s/ Steven T. Sabatini
_____________________________
Steven T. Sabatini
Administrative Committee
Pursuant to the requirements of the Securities Act of 1933, Union State
Bank, on behalf of the Union State Bank Key Employees' Supplemental Investment
Plan has caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the Town of Orangeburg, State of New
York, On January 5, 1998.
Union State Bank Key Employees'
Supplemental Investment Plan
By Union State Bank
By /s/ Steven T. Sabatini
_____________________________
Steven T. Sabatini
Senior Executive Vice President and
Chief Financial Officer
II-7
<PAGE>
<PAGE>
[LETTERHEAD OF PARSON & BROWN LLP]
January 7, 1998
U.S.B. Holding Co., Inc.
100 Dutch Hill Road
Orangeburg, New York 10962
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by U.S.B. Holding Co., Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission on or
about January 7, 1998, in connection with the registration under the Securities
Act of 1933, as amended, of the offer and sale of 250,000 shares of your Common
Stock (the "Shares") in connection with the U.S.B. Holding Co., Inc. Employee
Stock Ownership Plan (With 401 (k) Provisions) and the Union State Bank Key
Employees' Supplemental Investment Plan (the "Plans"). As your legal counsel in
connection with this transaction, we have examined the proceedings taken or
proposed to be taken by you in connection with the issuance, sale and payment of
consideration for the Shares to be issued in connection with the Plans.
It is our opinion that, upon completion of the proceedings being taken
or contemplated to be taken by the Company prior to the issuance and sale of the
Shares to the Plans, the Shares, when issued and sold in the manner referred to
in the Plans, will, upon full payment therefor in cash, be legally and validly
issued, fully paid and nonassessable.
<PAGE>
<PAGE>
U.S.B. Holding Co., Inc. -2- January 7, 1998
We consent to the use of this opinion as an exhibit to the Registration
Statement and any subsequent amendment thereto.
Very truly yours,
PARSON & BROWN LLP
<PAGE>
<PAGE>
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKLYN, NY 11202
Employer Identification Number:
Date: January 27, 1995 36-3197969
File Folder Number:
U S B HOLDING COMPANY INC 133002169
C/O J ROBERT COVIN Person to Contact:
6409 QUAIL HOLLOW ROAD ROSE DESROCHER
MEMPHIS, TN 38120 Contact Telephone Number:
(203) 258-2024
Plan Name:
U S B HOLDING COMPANY INC
EMPLOYEE STOCK OWNERSHIP PLAN WITH
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated January 19, 1995. The proposed amendments should
be adopted on or before the date prescribed by the regulations under Code
section 401(b).
This determination is also subject to your adoption of the proposed
amendments submitted in your letter(s) dated January 24, 1995. These proposed
amendments should also be adopted on or before the date prescribed by the
regulations under Code Section 401(b).
This determination letter is applicable for the amendment(s) adopted on
August 17, 1994.
This plan satisfies the requirements of Code section 4975(e)(7).
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of section
1,401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe
<PAGE>
<PAGE>
-2-
U S B HOLDING COMPANY INC
harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability requirements
of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the
plan's coverage group. For this purpose, the plan's coverage group consists of
those employees treated as currently benefiting for purposes of demonstrating
that the plan satisfies the minimum coverage requirements of section 410(b) of
the Code.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Herbert J. Huff
----------------------
Herbert J. Huff
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
<PAGE>
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of U.S.B. Holding Co., Inc. on Form S-8 of our report dated January 24, 1997
(February 5, 1997 as to Note 17) (which expresses an unqualified opinion and
includes an explanatory paragraph relating to the Corporation's change in its
method of accounting for securities in 1994), incorporated by reference in the
Corporation's 1996 Annual Report on Form 10-K and appearing in the Corporation's
1996 Annual Report to Shareholders.
/s/ DELOITTE & TOUCHE LLP
- -----------------------------
Deloitte & Touche LLP
Stamford, Connecticut
January 7, 1998
<PAGE>
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Trustees of the U.S.B. Holding Co., Inc.
Employee Stock Ownership Plan
(with 401(k) provisions):
We consent to the incorporation by reference in the registration statement on
Form S-8 of U.S.B. Holding Co., Inc. of our report dated September 5, 1997
relating to the statements of net assets available for benefits of the
U.S.B. Holding Co., Inc. Employee Stock Ownership Plan (with 401(k) provisions)
(the "Plan") as of December 31, 1996 and 1995, and the related statements of
changes in net assets available for benefits for the years then ended, which
report appears in the Plan's December 31, 1996 annual report on Form 11-K.
/s/ KPMG Peat Marwick LLP
- ---------------------------
KPMG Peat Marwick LLP
Stamford, Connecticut
January 7, 1998
<PAGE>
<PAGE>
AMENDMENT NUMBER 1
TO THE
U.S.B. HOLDING COMPANY, INC.
EMPLOYEE STOCK OWNERSHIP PLAN WITH 401(k) PROVISIONS
U.S.B. Holding Company, Inc. and Union State Bank, a corporation organized
and operating under the laws of the state of Delaware and a banking association,
hereby adopt the following amendments to the U.S.B. Holding Company, Inc.
Employee Stock Ownership Plan with 401(k) Provisions ("Plan") as a condition to
the issuance of an IRS Favorable Determination Letter dated January 27 , 1995:
1. The third paragraph in Section 1 of the Plan is hereby deleted and
replaced with the following language:
"The Plan, hereby adopted effective as of January 1, 1989, is a
restatement, amendment, and consolidation of the U.S.B. Holding Company,
Inc. Profit Sharing and Thrift Plan and the U.S.B. Holding Company, Inc.
Employee Stock Ownership Plan, both effective January 1, 1985. The Plan
is a stock bonus plan containing Section 401(k) features that is
intended to qualify under Section 401(a) of the Internal Revenue Code.
The Plan is also designed to be an employee stock ownership plan under
Section 4975(e)(7) of the Code.
2. The definition of "Adjusted Compensation" in Section 2 of the Plan is
hereby amended to add the following definition:
" In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for
Plan Years beginning on or after January 1, 1994, the annual Adjusted
Compensation of each Employee taken into account under the Plan shall
not exceed the OBRA '93 annual compensation limit. The OBRA '93 annual
compensation limit is $150,000, as adjusted by the Commissioner for
increases in the cost of living in accordance with section 401(a)(17)
(B) of the Internal Revenue Code. The cost-of-living adjustment in
effect for a calendar year applies to any period, not exceeding 12
months, over which Adjusted Compensation is determined (determination
period) beginning in such calendar year. If a determination period
consists of fewer than 12 months, the OBRA '93 annual compensation limit
will be multiplied by a fraction, the numerator of which is the number
of months in the determination period, and the denominator of which is
12.
1
<PAGE>
<PAGE>
For Plan Years beginning on or after January 1, 1994, any reference
in this Plan to the limitation under section 401(a)(17) of the Code
shall mean the OBRA '93 annual compensation limit set forth in this
provision.
If Adjusted Compensation for any prior determination period is
taken into account in determining an Employee's benefits accruing in
the current Plan Year, the Adjusted Compensation for that prior
determination period is subject to the OBRA '93 annual compensation
limit in effect for that prior determination period. For this purpose,
for determination periods beginning before the first day of the first
Plan Year beginning on or after January 1, 1994, the OBRA '93 annual
compensation limit is $150,000."
3. The definition of "Compensation" in Section 2 of the Plan is hereby
amended to add the following definition:
" In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for
Plan Years beginning on or after January 1, 1994, the annual
Compensation of each Employee taken into account under the Plan shall
not exceed the OBRA '93 annual compensation limit. The OBRA '93 annual
compensation limit is $150,000, as adjusted by the Commissioner for
increases in the cost of living in accordance with section 401(a)(17)(B)
of the Internal Revenue Code. The cost-of-living adjustment in effect
for a calendar year applies to any period, not exceeding 12 months, over
which Compensation is determined (determination period) beginning in
such calendar year. If a determination period consists of fewer than 12
months, the OBRA '93 annual compensation limit will be multiplied by a
fraction, the numerator of which is the number of months in the
determination period, and the denominator of which is 12.
For Plan Years beginning on or after January 1, 1994, any reference
in this Plan to the limitation under section 401(a)(17) of the Code
shall mean the OBRA '93 annual compensation limit set forth in this
provision.
If Compensation for any prior determination period is taken into
account in determining an Employee's benefits accruing in the current
Plan Year, the Compensation for that prior determination period is
subject to the OBRA '93 annual compensation limit in effect for that
prior determination period. For this purpose, for determination periods
beginning before the first day of the first Plan Year beginning on or
after January 1, 1994, the OBRA '93 annual compensation limit is
$150,000."
2
<PAGE>
<PAGE>
4. The definition of "Eligible Retirement Plan" in Section 2 of the Plan is
hereby deleted and replaced with the following language:
"An individual retirement account described in Section 408(a) of the
Code, an individual retirement annuity described in Section 408(b) of
the Code, an annuity plan described in Section 403(a) of the Code, or a
qualified trust described in Section 401(a) of the Code, that accepts
the Distributee's Eligible Rollover Distribution. However, in the case
of an Eligible Rollover Distribution to the surviving spouse, an
Eligible Retirement Plan is an individual retirement account or
individual retirement annuity."
5. Section 22(e) of the Plan is hereby deleted and replaced with the
following language:
" (e) For Plan Years beginning before January 1, 1994, including such
years in which the Plan is "top-heavy", Compensation of each Employee
for purposes of the Plan shall not take into account any amount in
excess of $200,000, as adjusted for increases in the cost of living
pursuant to Section 416(d)(2) of the Code. For Plan Years beginning on
or after January 1, 1994, including such years in which the Plan is
"top-heavy", Compensation of each Employee for purposes of the Plan
shall not take into account any amount in excess of $150,000, as
adjusted for increases in the cost of living pursuant to Section
416(d)(2) of the Code.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of U.S.B.
Holding Company, Inc. and Union State bank hereby adopt this Amendment Number 1
to the Union State Bank Employee Stock Ownership Plan with 40l(k) Provisions on
this 1st day of February, 1995.
U.S.B. HOLDING COMPANY, INC.
By: /s/ James B. White
________________________________________
As Its: Executive V.P./Chief Financial Officer
______________________________________
UNION STATE BANK
By: /s/ James B. White
________________________________________
As Its: Executive V.P./Chief Financial Officer
______________________________________
3
<PAGE>
<PAGE>
U.S.B. HOLDING CO., INC.
BOARD OF DIRECTORS' RESOLUTIONS
RELATING TO THE AMENDMENT OF THE
U.S.B. HOLDING CO., INC. EMPLOYEE STOCK
OWNERSHIP PLAN WITH 401(k) PROVISIONS
WHEREAS, the Board of Directors of U.S.B. Holding Co., Inc. (the "Company")
has acknowledged that it is in the best interests of the Company to provide
participation in the U.S.B. Holding Co., Inc. Employee Stock Ownership Plan with
401(k) Provisions ("KSOP") to all employees who have attained age eighteen (18)
and completed at least one thousand (1,000) hours of service per plan year.
WHEREAS, the KSOP currently limits an employee from participating in the
KSOP until he has attained age twenty-one (21) by providing the following
language in the first paragraph of Section 3(a) of the KSOP:
"All current participants in the Profit Sharing Plan and Employee
Stock Ownership Plan will continue to participate in the Plan. Thereafter,
each Employee will become a Participant on the first January 1st or July
1st coincident with or next following his initial date of Service (the date
he is first credited with an Hour of Service), provided that he has
attained age twenty-one (21) and is employed in a position requiring the
completion of at least 1,000 Hours of Service per Plan Year.
An Employee who fails to meet these requirements by the first
Anniversary Date following his initial date of Service shall be eligible to
participate in the Plan on the date he has completed at least one (1) full
year of Service in which he has attained age twenty-one (21) and is
credited with at least 1,000 Hours of Service. For this purpose, the
eligibility computation period for determining the one year of Service
shall first be the period of twelve (12) consecutive months beginning on
the Employee's initial date of Service and thereafter shall be each Plan
Year beginning after his initial date of Service."
WHEREAS, Section 21 of the KSOP gives the Board of Directors of the Company
the right to amend the KSOP at any time provided that such amendment does not
reduce the vested rights of participants or permits any part of the trust assets
to be used for any purpose other than for the exclusive benefit of the
participants.
NOW THEREFORE, BE IT RESOLVED, that the KSOP be amended to allow
participants in the KSOP by employees who have attained age eighteen (18) and
employed in a position requiring the completion of one thousand (1,000) hours of
service in a plan year.
BE IT FURTHER RESOLVED, that to effect such amendment, the first paragraph
in Section 3(a) of the KSOP is hereby deleted and replaced with the following
language:
<PAGE>
<PAGE>
"All current participants in the Profit Sharing Plan and Employee
Stock Ownership Plan will continue to participate in the Plan. Thereafter,
each Employee will become a Participant on the first January 1st or July
1st coincident with or next following his initial date of Service (the date
he is first credited with an Hour of Service), provided that he has
attained age eighteen (18) and is employed in a position requiring the
completion of at least 1,000 Hours of Service per Plan Year.
An Employee who fails to meet these requirements by the first
Anniversary Date following his initial date of Service shall be eligible to
participate in the Plan on the date he has completed at least one (1) full
year of Service in which he has attained age eighteen (18) and is credited
with at least 1,000 Hours of Service. For this purpose, the eligibility
computation period for determining the one year of Service shall first be
the period of twelve (12) consecutive months on the Employee's initial date
of Service and thereafter shall be each Plan Year beginning after his
initial date of Service."
BE IT FURTHER RESOLVED, that said amendment shall be effective as of
July 1, 1995;
BE IT FURTHER RESOLVED, that the proper officers of this corporation be,
and they hereby are, authorized and directed to execute such instruments and to
perform such other acts as they, in their discretion, deem necessary or
desirable to effectuate the intent of the foregoing resolutions.
- --------------------------------------------------------------------------------
CERTIFICATION
I, Michael H. Fury, hereby certify that I am the duly appointed and acting
Secretary of U.S.B. Holding Co., Inc. and that the above resolutions are a true
and correct copy of the resolutions duly adopted by U.S.B. Holding Co., Inc. at
a meeting of the Board of Directors of said Company, held on May 17, 1995, at
which meeting a quorum was at all times present and acting and that said
resolutions are still in force and effect.
Dated: May 17, 1995 /s/ Michael H. Fury
-----------------------------
Secretary
<PAGE>
<PAGE>
AMENDMENT NUMBER 3
TO THE
U.S.B. HOLDING COMPANY, INC.
EMPLOYEE STOCK OWNERSHIP PLAN WITH 401(k) PROVISIONS
WHEREAS, U.S.B. Holding Company, Inc. (the "Company") has acknowledged that
it is in the best interests of the Company to include a loan provision for
participants in the U.S.B. Holding Company, Inc. Employee Stock Ownership Plan
with 401(k) Provisions ("KSOP").
NOW, THEREFORE, BE IT RESOLVED, that the KSOP is hereby amended as follows:
1. LOAN PROVISION.
Effective January 1, 1996, Section 17 of the Plan is hereby amended to
include Section 17(g) to read as follows:
"(g) LOANS TO PARTICIPANTS. The Committee is hereby designated with
sole authority and responsibility to approve or deny loans and, except
as provided in this Section, collect unpaid loans. Loans may be made on
any Quarterly Date upon the written application of a Participant
submitted to the Committee during the period 30 days prior to and
ending 15 days before the date the loan is to be made. Loans may be
made only for purposes of "financial hardship" as defined in Section
17(e)(2)(iii), as determined pursuant to the standards contained in
Section 17(e)(2)(i) and in amounts no less than $1,000.
Written application shall be in the form acceptable to the Trustee
and shall set forth the reason the loan is being requested. Loans shall
be made available to all Participants in a uniform and
nondiscriminatory manner. All loans will be adequately secured and will
bear a reasonable rate of interest as determined by the Committee. The
term of the loan shall be determined by the Committee, but shall not
exceed five (5) years, except that the Committee, in its discretion,
may permit a repayment period in excess of five years for loans used to
acquire,
1
<PAGE>
<PAGE>
construct, or substantially rehabilitate any dwelling unit which is to
be used as a principal residence of the Participant.
The Committee shall bear sole responsibility for ensuring compliance
with all applicable federal or state laws and regulations. Each loan
shall be secured by a written assignment of that portion of the
Participant's vested Account which the Committee determines to be
necessary to adequately secure repayment of the loan. However, no
portion of the Participant's Capital Accumulation may be used as
security for such loan unless the spouse (if any) consents in writing
to such use during the 90-day period ending on the date on which the
loan is secured. No loan shall be approved by the Committee to any
Participant in any amount which exceeds (1) minus (2) where:
(1) is the lesser of:
(i) $50,000; or
(ii) fifty percent (50%) of the Participant's Vested Account or one
hundred percent (100%) of the Participant's Other Investment Account,
whichever is lesser.
(2) is the aggregate unpaid amount of all loans made to the
Participant under this or any other qualified plan maintained by the
Employer.
Each loan shall be made from the borrowing Participant's Account.
Repayments of the loan and interest shall be credited to his Account.
No loan shall be considered a general investment of the Trust Fund. In
the event a Participant does not repay the principal of such loan
within the time prescribed by the Committee or interest thereon at such
times as are required by the terms of the loan, the Committee may
direct the Trustee to take such action as the Committee may reasonably
determine, including:
(1) demand repayment of the loan and institute legal action to
enforce collection, or
(2) demand repayment of the loan and charge the total amount against
the balance credited to the Participant's vested Account which was
assigned as security, and reduce any payment or distribution from the
Trust Fund to which
2
<PAGE>
<PAGE>
the Participant or his Beneficiary may become entitled to the extent
necessary to discharge the obligation on the loan."
2. RATIFICATION.
All other provisions of the KSOP not otherwise affected by this Amendment
are hereby ratified and confirmed.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of
U.S.B. Holding Company, Inc. hereby adopts this Amendment Number 3 to the U.S.B.
Holding Company, Inc. Employee Stock Ownership Plan with 401(k) Provisions on
this 27th day of December, 1995.
U.S.B. HOLDING COMPANY, INC.
By: /s/ Steven T. Sabatini
---------------------------------
As Its: Executive Vice President & CEO
---------------------------------
3
<PAGE>
<PAGE>
AMENDMENT NUMBER 4
TO THE
U.S.B. HOLDING COMPANY, INC.
EMPLOYEE STOCK OWNERSHIP PLAN WITH 401(k) PROVISIONS
WHEREAS, the Board of Directors of U.S.B. Holding Company, Inc. ("Company")
desires to amend the U.S.B. Holding Company, Inc. Employee Stock Ownership Plan
("KSOP") to (i) provide greater flexibility with respect to the form of
distributions, and (ii) increase the number of permissible investment funds.
NOW, THEREFORE, BE IT RESOLVED, that the KSOP is hereby amended as follows:
1. DISTRIBUTION OPTIONS.
Section 14(a) is hereby amended by deleting the following language:
"Once entitled to distribution, the Participant may choose the following
alternative modes of distribution:
(1) Distribution of a Participant's Capital Accumulation in a single
distribution at some later date; or
(2) Distribution of a Participant's Capital Accumulation in
substantially equal, annual installments over a period not exceeding
five (5) years (provided that such period does not exceed the life
expectancy of the Participant); or
(3) Any combination of the foregoing."
and substituting therefor the following language:
"Once entitled to distribution, the Participant may choose the following
alternative modes of distribution:
(1) Distribution of all or a portion of a Participant's Capital
Accumulation in a single distribution at some later date; or
(2) Distribution of a Participant's Capital Accumulation in
substantially equal, annual installments over a period not exceeding
the life expectancy of the Participant); or
1
<PAGE>
<PAGE>
(3) Any combination of the foregoing.
2. INVESTMENT FUNDS.
Section 5(c) is hereby amended to add the following new subsection (3):
"(3) Any other fund which the Trustees may establish from time to time."
2. RATIFICATION.
All other provisions of the KSOP not otherwise affected by this Amendment
are hereby ratified and confirmed.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of U.S.B.
Holding Company, Inc. hereby adopts this Amendment Number 4 to the U.S.B.
Holding Company, Inc. Employee Stock Ownership Plan with 401(k) Provisions on
this 20th day of November, 1996.
U.S.B. HOLDING COMPANY, INC.
By: /s/ Steven T. Sabatini
----------------------------
As Its: Executive Vice President
------------------------
2
<PAGE>
<PAGE>
UNION STATE BANK
KEY EMPLOYEES' SUPPLEMENTAL
INVESTMENT PLAN
Adopted Effective December 1, 1994
Restated and Amended Effective July 1, 1997
<PAGE>
<PAGE>
UNION STATE BANK
KEY EMPLOYEES' SUPPLEMENTAL INVESTMENT PLAN
The Supplemental Employees' Investment Plan for Salaried Employees of
Union State Bank (the "Plan") was adopted effective December 1, 1994. The Plan
was established and maintained by Union State Bank solely for the purpose of
providing to a select group of highly compensated or management personnel who
participate in the U.S.B. Holding Co., Inc. Employee Stock Ownership Plan (with
401(k) Provisions) ("Qualified Plan") benefits attributable to (i) contribution
allocations which would otherwise be made under the Qualified Plan but for the
compensation limitation of Internal Revenue Code ("Code") Section 401(a)(17),
and (ii) contributions equal to amounts in excess of the limitations on annual
additions imposed by Code Section 415.
Union State Bank desires to expand the purposes of the Plan to permit
certain key executive employees designated by its Board of Directors to defer
portions of their compensation, in order to continue to attract and retain
talented executives with a competitive compensation package. Accordingly, Union
State Bank has adopted the Plan for its key executive employees, and has
restated and amended the Plan to provide for such deferral of compensation
effective as of July 1, 1997.
It is the intention of the parties that the arrangements contemplated by
the Plan be unfunded for tax purposes and for purposes of Title I of ERISA.
Accordingly, Union State Bank hereby adopts, amends and restates the
Plan pursuant to the terms and provisions set forth below:
1
<PAGE>
<PAGE>
ARTICLE I
DEFINITIONS
Wherever used herein the following terms shall have the meanings
hereinafter set forth. Words in the masculine gender shall include the feminine
and the singular shall include the plural, and vice versa, unless qualified by
the context. Any headings used herein are included for ease of reference only,
and are not to be construed so as to alter the terms hereof.
1.1 "Board" means the Board of Directors of the Company.
1.2 "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any regulations relating thereto.
1.3 "Company" means Union State Bank, a New York State banking
association, or, to the extent provided in Section 8.7 below, any successor
corporation or other entity resulting from a merger or consolidation into or
with the Company or a transfer or sale of substantially all of the assets of the
Company.
1.4 "Deferred Compensation Account" means the account maintained by the
Company under the plan for a Participant that is credited with amounts
contributed under Section 3.1 and 3.3 of the Plan.
1.5 "Matching Contribution" means the Matching Contribution made by the
Company for the benefit of a Participant under and in accordance with the terms
of Section 3.3 of the Plan in any Plan Year.
1.6 "Optional Contribution" means the Optional Contribution made by the
Company for the benefit of a Participant under and in accordance with the terms
of Section 3.4 of the Plan in any Plan Year.
1.7 "Participant" means a salaried employee of the Company to whom or
with respect to whom contributions may be made under the Plan.
2
<PAGE>
<PAGE>
1.8 "Plan" means the Key Employees' Supplemental Investment Plan.
1.9 "Plan Year" means the calendar year. However, the first Plan Year
was the period commencing December 1, 1994, and ending December 31, 1994.
1.10 "Qualified Plan" means the U.S.B. Holding Company, Inc. Employee
Stock Ownership Plan (with 401(k) Provisions), and each predecessor, successor,
or replacement plan.
1.11 "Salary Reduction Agreement" means the written salary reduction
agreement entered into by a Participant with the Company pursuant to the Plan.
1.12 "Salary Reduction Contribution" means the salary reduction
contribution made by the Company for the benefit of a Participant under and in
accordance with the terms of Section 3.1 of the Plan in any Plan Year.
ARTICLE II
ELIGIBILITY
An employee who is one of a select group of highly compensated or
management personnel who is designated eligible to participate by the Board,
shall be eligible to participate in the Plan.
ARTICLE III
CONTRIBUTIONS
3.1 Salary Reduction Contributions. The Salary Reduction Contribution to
be made by the Company for the benefit of a Participant for any Plan Year shall
be in an amount equal to the difference between (a) and (b) below:
(a) Any portion of the Participant's gross compensation (salary, bonus,
other cash compensation for services) for a Plan Year
3
<PAGE>
<PAGE>
LESS
(b) The amount of the Qualified Plan Salary Reduction Contribution
actually allocated to the Qualified Plan account of the Participant
for the Plan Year.
Salary Reduction Contributions made for the benefit of the Participant
shall be credited to the Deferred Compensation Account in the name of such
Participant within 30 days after the date such compensation would otherwise be
payable, but for the Salary Reduction Agreement.
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.
3.3 Matching Contributions. The Matching Contribution made by the
Company for the benefit of a Participant for any Plan Year shall be in an amount
equal to the difference between (a) and (b) below:
(a) The lesser of the matching contribution that would be allocated to
Participant at the matching rate specified in the Qualified Plan with respect to
the aggregate amount of Salary Reduction Contribution actually made by
Participant to the Qualified Plan and this Plan, or the Qualified Plan Company
Matching Contribution which would have been allocated to the Qualified Plan
account of the Participant for the Plan Year if the Participant had contributed
to the Qualified Plan the maximum percentage of his gross compensation provided
by the Qualified Plan, without giving effect to any reduction in the Qualified
Plan Salary Reduction Contribution required by the limitations imposed by Code
Sections 402(g) or 415 of the Code on the Qualified Plan.
4
<PAGE>
<PAGE>
LESS
(b) The amount of the Qualified Plan Company Matching Contribution
actually allocated to the Qualified Plan account of the Participant for
the Plan Year.
Company Matching Contributions made for the benefit of a Participant for
any Plan Year shall be credited to the Deferred Compensation Account maintained
under the Plan in the name of such participant at the same time as related
Salary Reduction Contributions are credited in accordance with Section 3.1 of
the Plan. Company Matching Contributions for each plan year shall become 100%
vested on the last day of each such plan year, provided that the Participant
remains an employee of the Company on such date; otherwise, all Company Matching
Contributions for such plan year shall be forfeited.
3.4 Optional Contributions. The Optional Contribution made by the
Company for the benefit of a Participant for any Plan Year shall be an amount
equal to the difference between (a) and (b) below:
(a) The Qualified Plan Company Optional Contribution which would have been
allocated to the Qualified Plan account of the Participant for the Plan
Year, considering the full amount of the Participant's compensation,
without giving effect to any reduction in the Qualified Plan Company
Optional Contribution required by the limitations on compensation imposed
on the Qualified Plan by Code Sections 401(a)(17) and/or 415
LESS
(b) The amount of the Qualified Plan Company Optional Contribution actually
allocated to the Qualified Plan account of the Participant for the Plan
Year.
ARTICLE IV
INVESTMENT OF CONTRIBUTIONS
Amounts credited hereunder to the Deferred Compensation Account of a
Participant shall be treated as if they were actually invested in the Qualified
Plan account of the Participant and
5
<PAGE>
<PAGE>
credited with gains and losses at the same time and in the same manner as is
applicable to amounts invested in the Qualified Plan account of such
Participant. Alternatively, the Company may credit each Participant's Account
with amounts actually earned by the funding vehicles it may have selected to
cover its potential liability.
ARTICLE V
DISTRIBUTIONS
All amounts credited to a Participant's Deferred Compensation Account,
including gains and losses credited in accordance with Article IV of the Plan,
shall be distributed, to or with respect to a Participant only upon termination
of the Participant's employment with the Company and all affiliates thereof for
any reason including death. All amounts distributable under the Plan shall be
distributed in the manner selected by Participant in his most recent Salary
Reduction Agreement containing a distribution election, or in the manner
selected by Participant on a Special Distribution Election Form furnished by the
Company and filed with the Company not less than twelve (12) months prior to
Participant's termination of employment with Company or any affiliate. If
termination occurs by reason of death, disability or involuntary termination
without "cause", such Form filed at any time before such event shall be valid.
Distribution shall be made in cash, in kind, or in a combination of
both; provided, however that if assets are invested in stock of the Company or
its parent Company and liquidation thereof for a single cash distribution might
be disruptive, such stock may be sold and cash distributed in an orderly
fashion.
The Participant may, in the manner provided above, choose the following
alternative modes of distribution:
1. Distribution of a Participant's Deferred Compensation Account in a single
distribution immediately within 30 days or at some later date; or
6
<PAGE>
<PAGE>
2. Distribution of a Participant's Deferred Compensation Account in
substantially equal annual installments over a period not exceeding fifteen
(15) years (provided that such period does not exceed the life expectancy
of the Participant); or
3. Any combination of the foregoing.
If no such election is made, the distribution will be made in a single
distribution within 2 years of termination of employment. If no such elections
made on account of death, disability or retirement, the distribution will be
made in a single distribution within 1 year of termination of employment.
If a Participant should die before distribution of the full amount of
the Deferred Compensation Account had been made to him, any remaining amounts
shall be distributed to his beneficiary in the same manner and to the same
extent as the Participant would have received distributions in accordance with
the foregoing.
ARTICLE VI
ADMINISTRATION OF THE PLANS
6.1 Administration by the Company. The Company shall be responsible for
the general operation and administration of the Plan and for carrying out the
provisions thereof.
6.2 General Powers of Administration. The Company shall be entitled to
rely conclusively upon all tables, valuations, certificates, opinion and reports
furnished by any actuary, accountant, controller, counsel or other person
employed or engaged by the Company with respect to the Plan.
ARTICLE VII
AMENDMENT OR TERMINATION
7.1 Amendment or Termination. The Company intends the Plan to be
permanent but reserves the right to amend or terminate the Plan when, in the
sole opinion of the Company, such
7
<PAGE>
<PAGE>
amendment or termination is advisable. Any such amendment or termination shall
be made pursuant to a resolution of the Board and shall be effective as of the
date of such resolution.
7.2 Effect of Amendment or Termination. No amendment or termination of
the Plan shall directly or indirectly reduce the balance of the Deferred
Compensation Account held hereunder as of the effective date of such amendment
or termination. Upon termination of the Plan, distribution of amounts in the
Deferred Compensation Account shall be made to the Participant or his
beneficiary in the manner and at the time described in Article V of the Plan. No
additional credits of Salary Reduction or Matching Contributions shall be made
to the Deferred Compensation Account of a Participant after termination of the
Plan, but the Company shall continue to credit gains to the Deferred
Compensation Account pursuant to Article IV until the balance of the Deferred
Compensation Account has been fully distributed to the Participant or his
beneficiary.
ARTICLE VII
GENERAL PROVISIONS
8.1 Participant's Rights Unsecured. The Plan at all times shall be
entirely unfunded and no provision shall at any time be made with respect to
segregating any assets of the Company for payment of any distributions
hereunder; provided, however, that the Company in its sole discretion may
establish a reserve, segregate specific assets, or create a trust or other
vehicle, to hold assets for purposes of administering the Plan or for its own
financial purposes. The right of a Participant or his designated beneficiary to
receive a distribution hereunder shall be an unsecured claim against the general
assets of the Company, and neither the Participant nor a designated beneficiary
shall have any rights in or against any specific assets of the Company,
including any reserve, segregated assets, or trust assets that may be maintained
by the Company. All amounts credited to the Deferred Compensation Accounts of
Participants shall constitute general assets of the Company and may be disposed
of by the Company at such time and for such purposes as it may deem appropriate.
8
<PAGE>
<PAGE>
8.2 No Guarantee of Benefits. Nothing contained in the Plan shall
constitute a guaranty by the Company or any other person or entity that the
assets of the Company will be sufficient to pay any benefit hereunder.
8.3 No Enlargement of Employee Rights. No Participant shall have any
right to receive a distribution of contributions made under the Plan except in
accordance with the terms of the Plan. Establishment of the Plan shall not be
construed to give any Participant the right to be retained in the service of the
Company.
8.4 Spendthrift Provisions. No interest of any person or entity in, or
right to receive a distribution under, the Plan shall be subject in any manner
to sale, transfer, assignment, pledge, attachment, garnishment, anticipation, or
other alienation or encumbrance of any kind; nor may such interest or right to
receive a distribution be taken, either voluntarily or involuntarily for the
satisfaction of the debts of, or other obligations or claims against, such
person or entity, including claims for alimony, support, separate maintenance,
and claims in bankruptcy proceedings.
8.5 Applicable Law. The Plan shall be construed and administered under
the laws of the State of New York.
8.6 Incapacity of Recipient. If any person entitled to a distribution
under the Plan is deemed by the Company to be incapable of personally receiving
and giving a valid receipt for such payment, then, unless and until claim
therefor shall have been made by a duly appointed guardian or other legal
representative of such person, the Company may provide for such payment or any
part thereof to be made to any other person or institution then contributing
toward or providing for the care and maintenance of such person. Any such
payment shall be a payment for the account of such person and a complete
discharge of any liability of the Company and the Plan therefor.
8.7 Corporate Successors. The Plan shall not be automatically terminated
by a transfer or sale of assets of the Company or by the merger or consolidation
of the Company into or with any other corporation or other entity, but the Plan
shall be continued after such sale, merger, or consolidation only if and to the
extent that the transferee, purchaser, or successor
9
<PAGE>
<PAGE>
entity agrees to continue the Plan. In the event that the Plan is not continued
by the transferee, purchaser, or successor entity, then the Plan shall terminate
subject to the provisions of Section 7.2.
8.8 Unclaimed Benefit. Each Participant shall keep the Company
informed of his current address and the current address of his designated
beneficiary. The Company shall not be obligated to search for the whereabouts of
any person. If the location of a Participant is not made known to the Company
within three (3) years after the date on which payment of the Participant's
Deferred Compensation Accounts may first be made, payment maybe made as though
the Participant had died at the end of the three-year period. If, within one
additional year after such three-year period has elapsed, or, within three years
after the actual death of a Participant, the Company is unable to locate any
designated beneficiary of the Participant, then the Company shall have no
further obligation to pay any benefit hereunder to such Participant or
designated beneficiary and such benefit shall be irrevocably forfeited.
8.9 Limitations on liability. Notwithstanding any of the preceding
provisions of the Plan, neither the Company nor any individual acting as
employee or agent of the Company shall be liable to any Participant, former
Participant or other person for any claim, loss, liability, or expense incurred
in connection with the Plan. However, the preceding sentence shall not apply to
liability for criminal acts or willful misconduct.
IN WITNESS WHEREOF, the Company has formally adopted this restated and
amended Plan effective on July 1, 1997.
UNION STATE BANK
/s/ Thomas E. Hales
By: _____________________________________________________
Thomas E. Hales - Chairman, President and CEO
10
