X0306 4 2015-06-30 1 0000722256 HUDSON VALLEY HOLDING CORP HVB 0001191181 LANDY JAMES J C/O 21 SCARSDALE ROAD YONKERS NY 10707 1 0 0 0 Common Stock 2015-06-30 4 D 0 139836 D 0 D Common Stock 2015-06-30 4 D 0 7938 D 0 D Common Stock 2015-06-30 4 D 0 85769 D 0 I by Spouse Includes 1,000 shares of Restricted Stock that vests 100% on February 6, 2016. The vesting of these shares was accelerated on June 30, 2015 in connection with the consummation of the merger of the Issuer with and into Sterling Bancorp. Disposed of pursuant to the Agreement and Plan of Merger between the Issuer and Sterling Bancorp (the "Merger Agreement") in exchange for 268,485 shares of Sterling Bancorp common stock having a market value of $28.251 per share on the effective date of the merger (with such market value calculated as the average of the closing sales price of Sterling Bancorp common stock on the New York Stock Exchange for the five trading days ending on the day preceding the closing date of the merger (the "Market Value of Sterling Common Stock")) and cash of $3.39 in lieu of a fractional share of Sterling Bancorp common stock. Held jointly with spouse. Disposed of pursuant to the Merger Agreement in exchange for 15,240 shares of Sterling Bancorp common stock having a market value of $28.251 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $27.12 in lieu of a fractional share of Sterling Bancorp common stock. Includes 79,269 shares held by spouse of Reporting Person and 6,500 shares held by spouse of Reporting Person as custodian for minor child. Disposed of pursuant to the Merger Agreement in exchange for 164,676 shares of Sterling Bancorp common stock (consisting of 152,196 shares of Sterling Bancorp common stock in exchange for 79,269 shares of Issuer common stock held by spouse of Reporting Person and 12,480 shares of Sterling Bancorp common stock in exchange for 6,500 shares of Issuer common stock held by spouse of Reporting Person as custodian for minor child) having a market value of $28.251 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $13.56 in lieu of a fractional share of Sterling Bancorp common stock paid to spouse of Reporting Person. /s/ James P. Blose (James P. Blose as Attorney-in-Fact for James J. Landy) 2015-07-01