AMENDED AND RESTATED DIRECTOR'S PLAN



 




EXHIBIT 10.8



HUDSON VALLEY BANK



AMENDED AND RESTATED




DIRECTORS RETIREMENT PLAN




EFFECTIVE MAY 1, 2004


     
This Amended and Restated Directors Retirement
Plan (the “Plan”) is adopted by HUDSON VALLEY BANK
(“HVB”), formerly known as HUDSON VALLEY NATIONAL
BANK, and is for the benefit of the Directors of Hudson Valley
Bank 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 to similarly 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 and the Hudson Valley National Bank
Amended and Restated Directors Retirement Plan dated
December 1, 1993.




ARTICLE TWO




EFFECTIVE DATE



     
The effective date of the original plan was
November 24, 1987 and the effective date of the amended and
restated plan was December 1, 1993 (collectively, the
“Original Plans”). This restatement is effective as of
May 1, 2004. The Original Plans are of no further force and
effect.




ARTICLE THREE




ELIGIBILITY



     
A. Eligibility is restricted to outside
Directors (“Directors”). An “outside
director” shall mean a Director 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 two (2) full years of service as a Director. 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 herein shall be eligible to
receive either a pro rata or full retirement benefit on his or
her benefit commencement date.











 



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




	 	 	 	 	 
	No. of Years as Directors		Amount Payable
	(As of July 1/st/)		Retirement Age
	
		

	
    
    2 years but less than 3 years
    

    	 	 	5	%
	
    
    3 years but less than 4 years
    

    	 	 	10	%
	
    
    4 years but less than 5 years
    

    	 	 	17.50	%
	
    
    5 years but less than 6 years
    

    	 	 	25	%
	
    
    6 years but less than 7 years
    

    	 	 	32.50	%
	
    
    7 years but less than 8 years
    

    	 	 	40.00	%
	
    
    8 years but less than 9 years
    

    	 	 	47.50	%
	
    
    9 years but less than 10 years
    

    	 	 	55	%
	
    
    10 years but less than 11 years
    

    	 	 	62.50	%
	
    
    11 years but less than 12 years
    

    	 	 	70	%
	
    
    12 years but less than 13 years
    

    	 	 	77.50	%
	
    
    13 years but less than 14 years
    

    	 	 	85	%
	
    
    14 years but less than 15 years
    

    	 	 	92.50	%
	
    
    15 or more years
    

    	 	 	100	%





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.




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-committees
of the entities of their ultimate parent corporation, the Hudson
Valley Holding Corp. (the “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 Hudson Valley 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.




ARTICLE EIGHT




FORM OF BENEFIT



     
Each Director shall receive a monthly benefit,
payable as follows: Directors receive credit towards pension
benefits equal to six (6) months for each year of service
(subject to vesting and minimum age criteria) up to a maximum of
120 months (10 years), payable to the Director during
his life, and on his or her



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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 such 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.




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
Hudson Valley 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 Hudson Valley Bank and any Director, his or
her spouse, or his or her estate.




ARTICLE TWELVE




RIGHTS OF DIRECTORS



     
Any retirement benefits payable hereunder shall
represent only an unsecured contractual obligation on the part
of Hudson Valley 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 Hudson Valley Bank under this
plan, such right shall not be greater than the right of any
unsecured general creditor of Hudson Valley Bank. If Hudson
Valley 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. Hudson Valley Bank shall
be the sole owner and beneficiary thereof and may exercise all
incidents of ownership therein.




ARTICLE THIRTEEN




AMENDMENT



     
Hudson Valley 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.




ARTICLE FOURTEEN




ADMINISTRATION



     
The Executive Committee, or the Board of
Directors itself of HVB or, if there is no such committee, the
Board of Directors, shall administer the plan. No members of
such committee, while serving as a committee



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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 Directors of the
entities shall be seventy-five (75) years of age. However,
upon request, the Board may grant year to year extensions until
the Director reaches age eighty (80), at which time they
must retire on their eightieth (80th) birthday.




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 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.



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




DIRECTORS OF HUDSON VALLEY BANK AS OF MAY 1, 2004




		
	 	
    

	 	
    WILLIAM E. GRIFFIN, Chairman of the Board
    
	 
	 	
    

	 	
    JAMES J. LANDY, President and CEO
    
	 
	 	
    

	 	
    STEPHEN R. BROWN
    
	 
	 	
    

	 	
    JAMES M. COOGAN
    
	 
	 	
    

	 	
    GREGORY F. HOLCOMBE
    
	 
	 	
    

	 	
    ANGELO R. MARTINELLI
    
	 
	 	
    

	 	
    WILLIAM J. MULROW
    
	 
	 	
    

	 	
    JOHN A. PRATT JR.
    
	 
	 	
    

	 	
    CECILE D. SINGER
    
	 
	 	
    

	 	
    CRAIG S. THOMPSON
    




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