U.S.B. Holding Co., Inc. Shareholders Approve Merger with KeyCorp

Wed Nov 28, 2007 4:01pm EST

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ORANGEBURG, N.Y., Nov. 28 /PRNewswire-FirstCall/ -- U.S.B. Holding Co.,Inc. (NYSE: UBH) (the "Company"), the holding company for Union State Bank

(the "Bank"), announced today that its shareholders voted to adopt the Amendedand Restated Agreement and Plan of Merger among KeyCorp, KYCA LLC and theCompany at the Company's special meeting of shareholders on November 28, 2007.The number of shares of Company common stock voting to adopt the mergeragreement represented approximately 73 percent of the total number of sharesoutstanding and entitled to vote. The number of shares of Company commonstock voting to adopt the merger agreement represented approximately 96percent of the total number of shares voted. The proposed merger is expectedto close on or about January 1, 2008, pending the satisfaction or waiver ofall of the conditions set forth in the merger agreement, including the receiptof all required regulatory approvals.

The Company operates through its banking subsidiary, Union State Bank, acommercial bank currently with 30 branches, of which 28 are located inRockland, Westchester, and Orange Counties, New York, and one branch each inStamford, Connecticut, and New York City, New York. The Bank also operatesfour loan production offices in Rockland, Westchester, and Orange Counties,New York, and Stamford, Connecticut. Further information on the Company canbe found on the Bank's website at www.unionstate.com.

Forward-Looking Statements: This Press Release contains a number of"forward-looking statements" within the meaning of Section 27A of theSecurities Act of 1933, as amended, and Section 21E of the Securities ExchangeAct of 1934, as amended. These forward-looking statements may be identifiedby the use of such words as "believe," "expect," "anticipate," "intend,""should," "will," "would," "could," "may," "planned," "estimated,""potential," "outlook," "predict," "project" and similar terms and phrases,including references to assumptions.

Forward-looking statements are based on various assumptions and analysesmade by us in light of our management's experience and its perception ofhistorical trends, current conditions and expected future developments, aswell as other factors we believe are appropriate under the circumstances.These statements are not guarantees of future performance and are subject torisks, uncertainties and other factors (many of which are beyond our control)that could cause actual results to differ materially from future resultsexpressed or implied by such forward-looking statements. These factorsinclude, without limitation, the following: the timing and occurrence or non-occurrence of events may be subject to circumstances beyond our control; theremay be increases in competitive pressure among financial institutions or fromnon-financial institutions; changes in the interest rate environment mayreduce interest margins or affect the value of investments; changes in depositflows, loan demand or real estate values may adversely affect our business;changes in accounting principles, policies or guidelines may cause ourfinancial condition to be perceived differently; general economic conditions,either nationally or locally in some or all of the areas in which we dobusiness, or conditions in the securities markets or the banking industry maybe less favorable than we currently anticipate; legislative or regulatorychanges may adversely affect our business; applicable technological changesmay be more difficult or expensive than we anticipate; success or consummationof new business initiatives may be more difficult or expensive than weanticipate; or litigation or matters before regulatory agencies, whethercurrently existing or commencing in the future, may delay the occurrence ornon-occurrence of events longer than we anticipate.

The Company's forward-looking statements are only as of the date on whichsuch statements are made. By making any forward-looking statements, theCompany assumes no duty to update them to reflect new, changing orunanticipated events or circumstances. You should consider these risks anduncertainties in evaluating forward-looking statements and you should notplace undue reliance on these statements.

This communication shall not constitute an offer to sell or thesolicitation of an offer to sell or the solicitation of an offer to buy anysecurities.SOURCE U.S.B. Holding Co., Inc.Thomas M. Buonaiuto, Executive Vice President & Chief Financial Officer ofU.S.B. Holding Co., Inc., +1-845-365-4615

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