AMENDED AND RESTATED
HUDSON VALLEY HOLDING CORP.
SECTION 1. Name . The legal name of this corporation (hereinafter referred to as the “Corporation”) is
Hudson Valley Holding Corp.
SECTION 2. Principal Office . The principal office of the Corporation shall be located in the City of
Yonkers, State of New York or at such other location as the Board may determine from time to time.
SECTION 3. Other Offices . The Corporation may have such other offices either within or without the
State of New York as the Board of Directors of the Corporation (hereinafter referred to as the “Board”) may
from time to time determine.
MEETINGS OF SHAREHOLDERS
SECTION 1. Annual Meeting . The annual meeting of the shareholders of the Corporation for the election
of directors and for the transaction of such other business as may properly come before the annual meeting, shall
be held on such date and at such time as shall be fixed by the Board.
SECTION 2. Special Meetings . Except as otherwise specifically provided by statute, special meetings of
the shareholders for any purpose or purposes may be called (i) by a majority of the Board, (ii) by the Chairman
of the Board, (iii) by the Chief Executive Officer of the Corporation or (iv) by any one or more shareholders
owning in the aggregate, not less than fifty (50%) percent of the stock of the Corporation. Such request shall state
the purpose or purposes of the proposed special meeting. Business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice of meeting.
SECTION 3. Place of Meetings . Meetings of shareholders shall be held in the city, town or village in
which the principal office of the Corporation is located or at such other place as the Board may legally designate,
as fixed in the call and notice of meeting or waiver thereof.
SECTION 4. Notice of Annual or Special Meetings . A notice setting fo