ContractCopy Stock Option Agreement • December 27th, 2004 • Hudson Valley Holding Corp • State commercial banks • New York
Execution Copy STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (“Agreement”) dated as of December 23, 2004, is by and between Hudson Valley Holding Corp., a New York corporation and registered bank holding company (“Hudson Valley”), and New York National Bank, a national banking association (“NYNB”). BACKGROUND WHEREAS, Hudson Valley and NYNB, as of the date hereof, are prepared to execute a definitive agreement and plan of consolidation (the “Consolidation Agreement”) pursuant to which NYNB will be consolidated with a wholly-owned national bank of Hudson Valley (the “Consolidation”) and the consolidated bank resulting from the Consolidation will be merged with and into a wholly-owned New York state chartered bank of Hudson Valley; and WHEREAS, Hudson Valley has advised NYNB that it will not execute the Consolidation Agreement unless NYNB executes this Agreement; and WHEREAS, the Board of Directors of NYNB has determined that the Consolidation Agreement provides substantial benefits
ContractExecution Copy Agreement and Plan of Consolidation • December 27th, 2004 • Hudson Valley Holding Corp • State commercial banks • New York
Execution Copy AGREEMENT AND PLAN OF CONSOLIDATION THIS AGREEMENT AND PLAN OF CONSOLIDATION, dated as of December 23, 2004 (this “Agreement”), is between Hudson Valley Holding Corp., a New York corporation and registered bank holding company (“Hudson Valley”) and New York National Bank, a national banking association (“NYNB”). RECITALS WHEREAS, Hudson Valley desires to acquire NYNB as a wholly-owned bank subsidiary and NYNB’s Board of Directors has determined, based upon the terms and conditions hereinafter set forth, that the acquisition is in the best interests of NYNB and its shareholders. WHEREAS, the acquisition will be accomplished by (i) consolidating NYNB with a wholly-owned national banking association to be formed by Hudson Valley promptly following the execution of this Agreement (the “Consolidation Sub”), with NYNB as the surviving bank, and (ii) immediately following the effective time of such consolidation, merging the consolidated bank with and into a wholly-owned New Yo
