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                                                                     EXHIBIT 4.2

                          STOCK RESTRICTION AGREEMENT
                          ---------------------------


     This Agreement (the "Agreement") is made and entered into this 27th day of
                                                                    -----
March, 1997 by and among Hudson Valley Holding Corp., a New York Corporation
-------
(the "Company"), and ________________ ("Stockholder").

                                   RECITALS

     A. WHEREAS, Stockholder may now own or may hereinafter own shares of common
stock of the Company ("the Shares") and

     B.  WHEREAS, Stockholder is acquiring shares from an individual or business
entity ("Transferor") whose shares are subject to certain stock restrictions
imposed by a Stock Restriction Agreement; and

     C. WHEREAS, the parties acknowledge that the purpose of the Stock
Restriction Agreement is to protect and preserve the shareholders mutual
interests and the interests of the Company by promoting continuity of share
ownership and corporate control by imposing certain restrictions on the
transferability of the Company shares.

        NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties agree as follows:

     1. Right of First Refusal.  The Stockholder shall not sell, assign,
        ----------------------
transfer, or give, or in any manner, dispose of all or any part of his or her
Shares, now owned or hereafter acquired, or any right or interest therein,
whether voluntarily or by operation of law, without first giving to the Company
written notice by Certified or Registered Mail (the "Sale Notice") of his or her
receipt of an offer from a prospective purchaser.  The Sale Notice must be in
writing, giving the name and address of the prospective purchaser, the number of
Shares involved, and the terms of such purchase.

        Within ten (10) days after receipt of the Sale Notice by the Company,
the Company, by action of its Board of Directors or its designated committee,
may elect to purchase all, but not less than all, of such Shares offered for
disposition, or may elect to designate a person, including an officer, director
or employee of the Company, to purchase all but not less than all of such
Shares. The purchase price of any Shares purchased under the terms of this
Agreement shall be on the same terms and conditions as that offered by the
prospective purchaser.

     2. Termination of Restrictions.  If all of the Shares of the Stockholder
        ---------------------------
or transferor desiring to make a disposition thereof are not purchased by the
Company or its designee in accordance with the provisions of Paragraph 1 hereof,
then all restrictions imposed by this Agreement upon the unsold Shares shall
terminate and the Stockholder desiring to make a disposition therefor shall be
free to sell the unsold Shares to the prospective purchaser at the price and
terms set forth in the original offer, at any time within twenty (20) days
thereafter;

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provided, however, that at the end of the twenty (20) day period, all
restrictions shall again be applicable in the same manner and under the same
terms as set forth in this Agreement.

     3.   Terms of the Purchase.
          ---------------------

          A.  Closing. The consummation of the purchase and sale of the Shares
shall be referred to as the "Closing", and shall take place at a time and place
as to which the parties shall agree, but in no event shall it occur more than
(20) days after the Company receives the Sale Notice pursuant to Paragraph 1 of
this Agreement.

          B.  Transfer of Shares. At such time as the agreed consideration has
been paid and delivered to the selling Stockholder or his estate, the Shares
shall be transferred to the purchaser.

          C.  Payment of Purchase Price. The purchase price for any shares
purchased pursuant to this Agreement shall be paid, either in cash or certified
funds.

     4.   Endorsement on Share Certificate. Each certificate representing shares
          --------------------------------
of the Company shall have endorsed conspicuously on its face a legend in
substantially the following form:

         (i)  THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED
              FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
              EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
              ("THE ACT"), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
              THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE
              SATISFACTION OF THE COMPANY .

         (ii) THE OFFER, SALE, TRANSFER, OR OTHER DISPOSITION OF THE SHARES
              REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND SUBJECT TO
              THE TERMS OF THAT CERTAIN SHAREHOLDER AGREEMENT INCLUDING ANY
              AMENDMENTS THERETO, AND MAY NOT BE AFFECTED IN CONTRAVENTION OF
              THE PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH AGREEMENT WILL BE
              FURNISHED TO THE HOLDER HEREOF BY THE SECRETARY OF THE COMPANY
              UPON WRITTEN REQUEST.

     5.   Miscellaneous.
          -------------

          A. Binding Effect. This Agreement shall be binding upon the parties to
this Agreement and upon their respective heirs, legatees, personal
representatives, successors, assigns and donees.

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          B. No Waiver.  No waiver of any breach or default under this Agreement
shall be considered valid unless in writing, and no such waiver shall be deemed
a waiver of any subsequent breach or default of the same or similar nature.

          C. Amendment. This Agreement may only be amended by written instrument
executed by both parties hereto.

          D. Entire Agreement. This Agreement sets forth the entire agreement
and understanding of the parties with respect to the transaction contemplated
pursuant to this Agreement, and supersedes all prior agreements, arrangements
and understandings related to its subject matter among the parties.

          E. Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which shall
constituted the same document.

          F. Governing Law.  The laws of the State of New York shall govern this
Agreement and the construction of its terms. If any provision is unenforceable
or invalid for any reason, the remainder of this Agreement shall continue in
effect.

          G. Enforcement.  If a stockholder proposes to make a transfer of any
shares by assignment, sale, gift or other transfer in violation of the terms of
this Agreement, the Company may apply to any court for injunctive order
prohibiting such proposed transfer except in compliance with the terms of this
Agreement.  The Company may institute or maintain proceedings against the
violating stockholder to compel specific performance of this Agreement. My
attempt to transfer the Shares in violation of this Agreement shall be void.

          H. Notices.  Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and if sent by Certified or
Registered Mail to:

                            As to the "Company" to:

                             Chairman of the Board
                          Hudson Valley Holding Corp.
                              21 Scarsdale Road
                            Yonkers, New York 10707


                          As to the "Stockholder"to:



     Any party, by notice given as provided above, may change the address to
which his, her, or its future notices shall be sent.

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          I. Termination. This Agreement shall terminate upon the unanimous
written agreement of the parties hereto.

     IN WITNESS WHEREOF, the Company and the Stockholder have executed this
Agreement effective as of the date first above written.

                                    HUDSON VALLEY HOLDING CORP.


                                    BY:________________________________
                                       William M. Mooney, President & CEO



                                       STOCKHOLDER:


                                    BY:________________________________


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STATE OF NEW YORK      )
                         ss:
COUNTY OF WESTCHESTER  )

     On the 21st of March, 1997 before me personally came William M. Mooney, to
me known, who, being by me duly sworn, did depose and say that he resides at 87
Cliffield Road, Bedford, N.Y. 10506; that he is the President and CEO of HUDSON
VALLEY HOLDING CORP., the Corporation described in and which executed the
foregoing instrument; that he knows the seal of said Corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said Corporation, and that he signed his name
thereto by like order.


                                    ____________________________


STATE OF NEW YORK      )
                         ss:
COUNTY OF WESTCHESTER  )

     On the 27th day of March, 1997 before me personally came
_____________________, to me known to be the individual described in and who
executed the foregoing instrument, and acknowledged that __he executed the same.

                                    ____________________________
                                    PALMA BACCARI
                                    Notary Public
                                    State of New York No OlBA4988730
                                    Qualified in Westchester County
                                    Commission Expires 11/18/97


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