<PAGE>

                          HUDSON VALLEY NATIONAL BANK
                             AMENDED AND RESTATED
                           DIRECTORS RETIREMENT PLAN

                          EFFECTIVE DECEMBER 1, 1993



     The plan is adopted by the HUDSON VALLEY NATIONAL BANK ("HVNB") and is for
the benefit of the Directors of Hudson Valley National Bank, Hudson Valley
Mortgage Corp., Hudson Valley Investment Corp., and all subsidiaries and
affiliates thereof, (hereinafter referred to as "Directors").  It is in
recognition of the long and distinguished service they have rendered to these
entities and with the hope of encouraging future outside Directors similarly to
provide lengthy and distinguished service as well.

                                  ARTICLE ONE
                                 TYPE OF PLAN
                                 ------------

     This plan is intended to be an unfunded retirement plan for the benefit of
the outside Directors of the above named entities.  This plan replaces and
supersedes the Hudson Valley National Bank Directors Retirement Plan dated
November 24, 1987.

                                  ARTICLE TWO
                                EFFECTIVE DATE
                                --------------

     The effective date of the original plan was November 24, 1987.  This
restatement is effective as of December 1, 1993.  The original November 24, 1987
plan is of no further force and effect.
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                                 ARTICLE THREE
                                  ELIGIBILITY
                                  -----------

     A.   Eligibility is restricted to outside Directors ("Directors").  An
"outside director" shall mean a Director of who is not a full-time employee of
any entity referred to in this plan.

     B.   A Director, in order to be eligible, must accrue five full years of
service as a Director, including years of service prior to the original
effective date.  A "year of service" is determined on a July 1, fiscal year.

     C.   The Director must retire, resign, or otherwise relinquish his service
as Director to receive a retirement benefit under the plan.

                                 ARTICLE FOUR
                                    VESTING
                                    -------

     A.   Every Director who satisfies all of the requirements of Section 3
(whether prior to, coincident with, or subsequent to November 24, 1987) and who
is a Director on November 24, 1987 shall be eligible to receive either a pro
rata retirement benefit or full retirement benefit on his or her benefit
commencement date.  Every Director who satisfies the requirements of Section 3
and who was not a Director on November 23, 1987 but becomes a Director
thereafter shall also be eligible to receive either a pro rata or full
retirement benefit on his or her benefit commencement date.

                                       2
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     B.   Pro rata retirement benefits are based on the following vesting
schedule:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
     NO. OF YEARS AS DIRECTOR                                          AMOUNT PAYABLE AT
         (AS OF JULY 1/st/)                                              RETIREMENT AGE
          -----------------                                              --------------
---------------------------------------------------------------------------------------------------------
     <S>                                                               <C>
     Less than 5 years                                                          0%
---------------------------------------------------------------------------------------------------------
     5 years but less than 6 years                                              5%
---------------------------------------------------------------------------------------------------------
     6 years but less than 7 years                                             10%
---------------------------------------------------------------------------------------------------------
     7 years but less than 8 years                                             20%
---------------------------------------------------------------------------------------------------------
     8 years but less than 9 years                                             30%
---------------------------------------------------------------------------------------------------------
     9 years but less than 10 years                                            40%
---------------------------------------------------------------------------------------------------------
    10 years but less than 11 years                                            50%
---------------------------------------------------------------------------------------------------------
    11 years but less than 12 years                                            60%
---------------------------------------------------------------------------------------------------------
    12 years but less than 13 years                                            70%
---------------------------------------------------------------------------------------------------------
    13 years but less than 14 years                                            80%
---------------------------------------------------------------------------------------------------------
    14 years but less than 15 years                                            90%
---------------------------------------------------------------------------------------------------------
    15 or more years                                                           100%
---------------------------------------------------------------------------------------------------------
</TABLE>


                                 ARTICLE FIVE

                                  FORFEITURE
                                  ----------

     Section 4 of this plan notwithstanding, a Director who has become vested
under Section 4 shall forfeit all benefits hereunder if he or she has engaged in
any gross misconduct or criminal activity as a Director.

                                       3
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                                  ARTICLE SIX

                              RETIREMENT BENEFITS
                              -------------------

     Each director shall receive an annual retirement benefit payable in
substantially equal monthly installments equal to the amount of the basic fees
that such Director received during the 12 month period immediately prior to the
benefit commencement date.  The term basic fees, as used herein, shall mean fees
paid for attendance at all board meetings, fees paid for all committee meetings
or sub-committee meetings and fees paid as a committee chairman of the various
committees of the entities or their ultimate parent corporation, the Hudson
Valley Holding Corp. ("Holding Corp.").  It shall exclude all other fees,
including Directors stipends, special stipends for selected committee chairman,
all reimbursed expenses and all fees paid for acting as Vice Chairman or
Chairman of the Board of the Bank, the Holding Corp., and all other entities as
may be covered by this agreement from time to time.


                                 ARTICLE SEVEN

                           BENEFIT COMMENCEMENT DATE
                           -------------------------

     A Director shall begin to receive benefits under the plan on the first day
of the month after he or she retires, resigns, or otherwise relinquishes his or
her place as a Director.

                                       4
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                                 ARTICLE EIGHT

                                FORM OF BENEFIT
                                ---------------

     Each Director shall receive a monthly benefit, payable as follows:
Directors receive credit towards pension benefits equal to four months for each
year of service (subject to vesting and minimum age criteria) up to a maximum of
96 months (8 years), payable to the Director during his life, and on his or her
death prior to receiving payments for such period, to the spouse of such
Director, if such Director is married, and to his or her estate, if such
Director is unmarried, for the remainder of such period.


                                 ARTICLE NINE

                   DEATH PRIOR TO BENEFIT COMMENCEMENT DATE
                   ----------------------------------------

     If a Director who is vested in his or her retirement benefit dies prior to
his or her benefit commencement date, he or she will be deemed to have retired
on the day before his or her death, and his or her spouse or estate will receive
benefits in accordance with Articles "Four" through "Eight" hereof.

                                       5
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                                  ARTICLE TEN

                                  ASSIGNMENT
                                  ----------

     No retirement benefit under the plan shall be subject in any manner to
alienation, anticipation, encumbrance, sale, assignment, transfer, pledge,
charge or hypothecation, whether voluntary or involuntary, and any attempt to
alienate, anticipate, encumber, sell, assign. transfer, pledge, charge or
hypothecate shall be null and void and shall be disregarded by the Bank, which
shall continue to discharge its obligations hereunder as though no such
assignment had been made.

                                ARTICLE ELEVEN

                                    FUNDING
                                    -------

     The plan is intended to be an unfunded arrangement.  Nothing contained in
the plan and no action taken pursuant to the provision of this plan shall create
or be construed to create a trust of any kind, or a fiduciary relationship
between the Bank and any Director, his or her spouse, or his or her estate.

                                       6
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                                ARTICLE TWELVE

                              RIGHTS OF DIRECTORS
                              -------------------

     Any retirement benefits payable hereunder shall represent only an unsecured
contractual obligation on the part of the Bank to pay the amounts described
herein.  No person, including the Director, his or her spouse, or his or her
estate, shall have, by virtue of the terms of this plan, any interest in such
amounts.  The extent that any person acquires a right to secure payments from
the Bank under this plan, such right shall be not greater than the right of any
unsecured general creditor of the Bank.  If the Bank elects to satisfy its
obligations hereunder through the purchase of an annuity certificate, neither
the Director, his or her spouse, nor his or her estate, shall have any rights
whatsoever in the annuity certificate.  The Bank shall be the sole owner and
beneficiary thereof and may exercise all incidents of ownership therein.

                               ARTICLE THIRTEEN

                                   AMENDMENT
                                   ---------

     The Bank, through its Board of Directors, reserves the right to amend this
plan, or to terminate the plan, at any time, except that all benefits in pay
status shall be continued.

                                       7
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                               ARTICLE FOURTEEN

                                ADMINISTRATION
                                --------------

     The Executive Committee, or the Board of Directors itself of HNVB or, if
there is no such committee, the Board of Directors, shall administer the plan.
No member of such committee, while serving as a committee member, shall be
eligible to receive any retirement benefit under the plan, but such Director
will accrue years of service.  Decisions and determinations by the committee
shall be final and binding upon all parties.  The committee shall have the
authority to interpret the plan, to adopt and revise rules and regulations
relating to the plan, and to make any other determinations which it believes
necessary or advisable for the administration of the plan.

                                ARTICLE FIFTEEN

                           MANDATORY RETIREMENT DATE
                           -------------------------

     Mandatory retirement age for persons who were Directors of the entities on
March 10, 1993 is not later than December 31 of the year in which they reach
their 75th birthday.  All persons who become Directors thereafter have a
mandatory retirement age of seventy-two (72) years of age.  However, upon
request, the Board may grant year to year extensions until the Director reaches
age 75, at which time, they must retire on their 75/th/ birthday.

                                       8
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                                ARTICLE SIXTEEN

                               LEGAL INCAPACITY
                               ----------------

     Whenever, in the committee's opinion, a person entitled to receive any
retirement benefit hereunder is under a legal disability or is incapacitated in
any way as to be unable to manage the person's financial affairs, the committee
may direct that payment be made to such person's legal representative or
guardian or to a friend of relative of such person for such person's benefit, or
the committee may direct that application of the payment for the benefit of such
person in any manner as the committee considers advisable.  Any payment of a
retirement benefit in accordance with the provision of this Article 16 shall be
a complete discharge of any liability for the making of such payment under the
provisions of the plan.

                               ARTICLE SEVENTEEN

                                 GOVERNING LAW
                                 -------------

     This plan shall be construed in accordance with the laws of the State of
New York, except to the extent (if any) pre-empted by federal law.

                                       9
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     The foregoing constitutes the entire Agreement known the HUDSON VALLEY
NATIONAL BANK DIRECTORS RETIREMENT PLAN.

               DIRECTORS OF HUDSON VALLEY  NATIONAL
               BANK AS OF DECEMBER 1, 1993

                                     __________________________________________
                                     WILLIAM E. GRIFFIN, Chairman of the Board


                                     __________________________________________
                                     IRVING ROSNER, Vice Chairman of the Board


                                     __________________________________________
                                     JOHN A. PRATT, JR.

                                     __________________________________________
                                     JOHN N. FINNERTY


                                     __________________________________________
                                     ROYDEN A. LETSEN


                                     __________________________________________
                                     ANGELO R. MARTINELLI


                                     __________________________________________
                                     JAMES F. X. O'ROURKE


                                     __________________________________________
                                     CRAIG S. THOMPSON

                                       10