8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

FORM 8-K

____________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 4, 2014

_____________________________

HUDSON VALLEY HOLDING CORP.

(Exact name of registrant as specified in its charter)

_____________________________

New York	001-34453	13-3148745
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

21 Scarsdale Road, Yonkers, New York	10707
(Address of principal executive offices)	(Zip Code)

(914) 961-6100

(Registrant’s telephone number, including area code

_____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01             Other Events

On November 5, 2014, Hudson Valley Holding Corp. (“Hudson Valley”) announced its entry into an Agreement and Plan of Merger with Sterling Bancorp (“Sterling”), dated as of November 4, 2014, providing for the merger of Hudson Valley with and into Sterling, with Sterling as the surviving entity.

Sterling and Hudson Valley issued a joint press release in connection with the announcement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In addition, Sterling and Hudson Valley intend to provide supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. A copy of the slides that will be made available in connection with the presentations is attached hereto as Exhibit 99.2.

Forward-Looking Statements

The information presented herein contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Sterling Bancorp’s and Hudson Valley Holding Corp.’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements.

In addition to factors previously disclosed in Sterling Bancorp’s and Hudson Valley Holding Corp.’s reports filed with the Securities and Exchange Commission and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Sterling Bancorp and Hudson Valley Holding Corp. shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the Sterling Bancorp and Hudson Valley Holding Corp. businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

Additional Information About the Proposed Transaction and Where to Find It

Investors and security holders are urged to carefully review and consider each of Sterling Bancorp’s and Hudson Valley Holding Corp.’s public filings with the Securities and Exchange Commission (the “SEC”), including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q. The documents filed by Sterling Bancorp with the SEC may be obtained free of charge at Sterling Bancorp’s website at www.sterlingbancorp.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Sterling Bancorp by requesting them in writing to Sterling Bancorp, 400 Rella Boulevard, Montebello, New York 10901 Attention: Investor Relations, or by telephone at (845) 369-8040.

The documents filed by Hudson Valley Holding Corp. with the SEC may be obtained free of charge at Hudson Valley Holding Corp.’s website at www.hudsonvalleybank.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Hudson Valley Holding Corp. by requesting them in writing to Hudson Valley Holding Corp., c/o Hudson Valley Bank, 21 Scarsdale Road, Yonkers, New York 10707; Attention: Investor Relations, or by telephone at (914) 961-6100.

In connection with the proposed transaction, Sterling Bancorp intends to file a registration statement on Form S-4 with the SEC which will include a joint proxy statement of Hudson Valley Holding Corp. and Sterling Bancorp and a prospectus of Sterling Bancorp, and each party will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of Hudson Valley Holding Corp. and Sterling Bancorp are urged to carefully read the entire registration statement and joint proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents and any other relevant documents filed with the SEC, because they will contain important information about the proposed transaction. A definitive joint proxy statement/prospectus will be sent to the stockholders of each institution seeking the required stockholder approvals. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/prospectus free of charge from the SEC’s website or from Sterling Bancorp or Hudson Valley Holding Corp. by writing to the addresses provided for each company set forth in the paragraphs above.

Sterling Bancorp, Hudson Valley Holding Corp., their directors, executive officers and certain other persons may be deemed participants in the solicitation of proxies from Sterling Bancorp and Hudson Valley Holding Corp. stockholders in connection with the proposed transaction. Information about the directors and executive officers of Sterling Bancorp and their ownership of Sterling Bancorp common stock is set forth in the definitive proxy statement for Sterling Bancorp’s 2014 annual meeting of stockholders, as previously filed with the SEC on January 10, 2014. Information about the directors and executive officers of Hudson Valley Holding Corp. and their ownership of Hudson Valley Holding Corp. common stock is set forth in the definitive proxy statement for Hudson Valley Holding Corp.’s 2014 annual meeting of stockholders, as previously filed with the SEC on April 9, 2014.  Stockholders may obtain additional information regarding the interests of such participants by reading the registration statement and the joint proxy statement/prospectus when they become available. Free copies of the registration statement and joint proxy statement/prospectus may be obtained as described in the paragraphs above.

Item 9.01             Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Joint press release of Sterling Bancorp and Hudson Valley Holding Corp., dated November 5, 2014
99.2	Investor Presentation, dated November 5, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HUDSON VALLEY HOLDING CORP.
November 5, 2014	By:	/s/ James P. Blose
		Name: James P. Blose
		Title: Executive Vice President, General Counsel & Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Joint press release of Sterling Bancorp and Hudson Valley Holding Corp., dated November 5, 2014
99.2	Investor Presentation, dated November 5, 2014

EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE
November 5, 2014
STERLING BANCORP:	HUDSON VALLEY HOLDING CORP.:
Luis Massiani Senior EVP & Chief Financial Officer	Michael J. Indiveri EVP & Chief Financial Officer
845.369.8040	914.768.6834

STERLING BANCORP AND HUDSON VALLEY HOLDING CORP. ANNOUNCE MERGER PLANS, CREATING A PREMIER REGIONAL BANKING FRANCHISE

Resulting Commercial Bank Will Have $10.5 Billion in Assets and a Footprint Covering NYC, Hudson Valley, Long Island and New Jersey

MONTEBELLO and YONKERS, NY – November 5, 2014 – Sterling Bancorp (NYSE: STL) and Hudson Valley Holding Corp. (NYSE: HVB) announced today they have entered into a definitive merger agreement in a stock-for-stock transaction valued at approximately $539 million, based on the closing price of Sterling Bancorp common stock on November 4, 2014. The merger will create a leading regional bank specializing in serving small-to-middle market commercial and consumer clients in the greater New York metropolitan area.

The merger agreement calls for a fixed exchange ratio of 1.92 shares of Sterling Bancorp common stock for each share of Hudson Valley Holding Corp. common stock. The merger consideration represents an 18.4% premium to Hudson Valley Holding’s share price as of the close of business on November 4, 2014. Upon closing, Sterling Bancorp stockholders will own approximately 69% of the stock of the combined company and Hudson Valley Holding Corp. stockholders will own approximately 31%.

Upon completion of the merger, the new company will have approximately $10.5 billion in assets, $6.6 billion in gross loans, and deposits of more than $8.1 billion. The merger is expected to generate approximately $34 million in fully phased-in annual cost savings and is expected to be accretive to Sterling Bancorp’s earnings per share in the calendar years ending December 31, 2015 and 2016.

Building a High Performance Regional Bank

“The unique strengths of Hudson Valley Holding Corp. and Sterling Bancorp are a perfect strategic fit, and will strengthen our position as a high performance regional bank. In particular, Sterling’s commercial lending expertise will be complemented by Hudson Valley’s attractive deposit base. The resulting institution will have strong asset generation capabilities, a cost effective funding mix, and a broad footprint in the dynamic marketplace centered on New York City and its surrounding region. We are excited by the opportunity to build on these strengths to serve our combined customer base, deliver value to stockholders, and support the economies of our local communities. Execution is the key in such transactions, and our recent experience in uniting Sterling Bancorp and Provident New York Bancorp will provide a blueprint for success,” said Jack L. Kopnisky, President and CEO of Sterling Bancorp.

Stephen R. Brown, President and CEO of Hudson Valley, commented “We look forward to joining the Sterling Bancorp franchise.  Sterling Bancorp’s product offerings and resources will benefit our customers, communities and stockholders.  This is an exceptional opportunity to combine two banks which share consistent core values and a relationship-based approach to customers.”

The combined company will continue to operate under the Sterling Bancorp name and its principal banking subsidiary will continue under the name Sterling National Bank. The resulting institution will have a footprint spanning New York City, the Hudson Valley, Long Island and New Jersey.

Leadership

The leadership team of the combined company will be assembled from both organizations with Sterling Bancorp’s Jack Kopnisky serving as Chief Executive Officer and Luis Massiani serving as Chief Financial Officer. Effective at the closing of the transaction, Sterling will appoint four directors from the Board of Directors of Hudson Valley to join the Board of Directors of the combined company.

Approvals

The transaction has been approved by the Boards of Directors of both companies, and is expected to close in the second quarter of 2015. The transaction is subject to approval by each company’s stockholders, as well as regulatory approval and other customary closing conditions.

Advisors

Jefferies LLC is serving as lead financial advisor to Sterling Bancorp and rendered a fairness opinion to the Board of Directors of Sterling in connection with the transaction. RBC Capital Markets, LLC also rendered a fairness opinion to Sterling’s Board of Directors.  Wachtell, Lipton, Rosen & Katz is acting as Sterling’s legal counsel.  Keefe, Bruyette & Woods, Inc. is serving as financial advisor to Hudson Valley Holding Corp. and rendered a fairness opinion to the Board of Directors of Hudson Valley in connection with the transaction.  Day Pitney LLP is acting as Hudson Valley’s legal counsel.

Conference Call

Sterling Bancorp and Hudson Valley Holding Corp. will host a joint conference call and webcast on November 5, 2014 at 10:30 a.m. Eastern Time to discuss the transaction. The conference call will be accessible by dialing (855) 877-0343, conference ID number 31419499, or by visiting the companies’ websites: www.sterlingbancorp.com or www.hudsonvalleybank.com. An audio replay will be accessible via the companies’ websites.

About Sterling Bancorp

Sterling Bancorp, of which the principal subsidiary is Sterling National Bank, specializes in the delivery of service and solutions to business owners, their families, and consumers within the communities we serve through teams of dedicated and experienced relationship managers. Sterling National Bank offers a complete line of commercial, business, and consumer banking products and services. Additional information is available at: www.sterlingbancorp.com.

About Hudson Valley Holding Corp.

Through its Hudson Valley Bank subsidiary, headquartered in Yonkers, N.Y., Hudson Valley Holding Corp (NYSE:HVB) serves small- and mid-sized businesses, professional services firms, not-for-profit organizations and their principals throughout metropolitan New York. The Company focuses on building strategic relationships with its niche customers, providing a full range of banking, deposit, financing, trust and investment management services, in addition to specialized services, such as asset based lending and equipment financing, across varied industries nationwide. With $3.1 billion in assets, $2.8 billion in deposits and 28 branches, Hudson Valley is the largest bank headquartered in Westchester County. Its common stock is traded on the New York Stock Exchange and is a Russell 3000® Index component. More information is available at www.hudsonvalleybank.com.

Forward-Looking Statements

The information presented herein contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Sterling Bancorp’s and Hudson Valley Holding Corp.’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements.

In addition to factors previously disclosed in Sterling Bancorp’s and Hudson Valley Holding Corp.’s reports filed with the Securities and Exchange Commission and those identified elsewhere in this communication, the following factors among others, could cause actual results to differ materially from forward-looking statements: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Sterling Bancorp and Hudson Valley Holding Corp. stockholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the Sterling Bancorp and Hudson Valley Holding Corp. businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

Additional Information About the Proposed Transaction and Where to Find It

Investors and security holders are urged to carefully review and consider each of Sterling Bancorp’s and Hudson Valley Holding Corp.’s public filings with the SEC, including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q. The documents filed by Sterling Bancorp with the Securities and Exchange Commission (the “SEC”) may be obtained free of charge at Sterling Bancorp’s website at www.sterlingbancorp.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Sterling Bancorp by requesting them in writing to Sterling Bancorp, 400 Rella Boulevard, Montebello, New York 10901 Attention: Investor Relations, or by telephone at (845) 369-8040.

The documents filed by Hudson Valley Holding Corp. with the SEC may be obtained free of charge at Hudson Valley Holding Corp.’s website at www.hudsonvalleybank.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Hudson Valley Holding Corp. by requesting them in writing to Hudson Valley Holding Corp., c/o Hudson Valley Bank, 21 Scarsdale Road, Yonkers, New York 10707; Attention: Investor Relations, or by telephone at (914) 961-6100.

In connection with the proposed transaction, Sterling Bancorp intends to file a registration statement on Form S-4 with the SEC which will include a joint proxy statement of Hudson Valley Holding Corp. and Sterling Bancorp and a prospectus of Sterling Bancorp, and each party will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of Hudson Valley Holding Corp. and Sterling Bancorp are urged to carefully read the entire registration statement and joint proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents and any other relevant documents filed with the SEC, because they will contain important information about the proposed transaction. A definitive joint proxy statement/prospectus will be sent to the stockholders of each institution seeking the required stockholder approvals. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/prospectus free of charge from the SEC’s website or from Sterling Bancorp or Hudson Valley Holding Corp. by writing to the addresses provided for each company set forth in the paragraphs above.

Sterling Bancorp, Hudson Valley Holding Corp., their directors, executive officers and certain other persons may be deemed participants in the solicitation of proxies from Sterling Bancorp and Hudson Valley Holding Corp. stockholders in connection with the proposed transaction. Information about the directors and executive officers of Sterling Bancorp and their ownership of Sterling Bancorp common stock is set forth in the definitive proxy statement for Sterling Bancorp’s 2014 annual meeting of stockholders, as previously filed with the SEC on January 10, 2014. Information about the directors and executive officers of Hudson Valley Holding Corp. and their ownership of Hudson Valley Holding Corp. common stock is set forth in the definitive proxy statement for Hudson Valley Holding Corp.’s 2014 annual meeting of stockholders, as previously filed with the SEC on April 9, 2014.  Stockholders may obtain additional information regarding the interests of such participants by reading the registration statement and the joint proxy statement/prospectus when they become available. Free copies of the registration statement and joint proxy statement/prospectus may be obtained as described in the paragraphs above.

#  #  #

EX-99.2

Exhibit 99.2

Forward Looking Statements The information presented herein contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Sterling Bancorp (“Sterling” or “STL”) and Hudson Valley Holding Corp. (“Hudson Valley” or “HVB”) expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Sterling and Hudson Valley, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical facts.  These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. In addition to factors previously disclosed in Sterling’s and Hudson Valley’s reports filed with the Securities and Exchange Commission, the following factors among others, could cause actual results to differ materially from forwardlooking statements: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Sterling and Hudson Valley shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the Sterling and Hudson Valley businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; changes in Sterling’s stock price before closing, including as a result of the financial performance of Hudson Valley prior to closing; the reaction to the transaction of the companies’ customers, employees and counterparties; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Additional Information About the Proposed Transaction and Where to Find It Investors and security holders are urged to carefully review and consider each of Sterling Bancorp’s and Hudson Valley Holding Corp.’s public filings with the SEC, including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q. The documents filed by Sterling Bancorp with the Securities and Exchange Commission (the “SEC”) may be obtained free of charge at Sterling Bancorp’s website at www.sterlingbancorp.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Sterling Bancorp by requesting them in writing to Sterling Bancorp, 400 Rella Boulevard, Montebello, New York 10901 Attention: Investor Relations, or by telephone at (845) 369-8040. The documents filed by Hudson Valley Holding Corp. with the SEC may be obtained free of charge at Hudson Valley Holding Corp.’s website at www.hudsonvalleybank.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Hudson Valley Holding Corp. by requesting them in writing to Hudson Valley Holding Corp., c/o Hudson Valley Bank, 21 Scarsdale Road, Yonkers, New York 10707; Attention: Investor Relations, or by telephone at (914) 961-6100. In connection with the proposed transaction, Sterling Bancorp intends to file a registration statement on Form S-4 with the SEC which will include a joint proxy statement of Hudson Valley Holding Corp. and Sterling Bancorp and a prospectus of Sterling Bancorp, and each party will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of Hudson Valley Holding Corp. and Sterling Bancorp are urged to carefully read the entire registration statement and joint proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents and any other relevant documents filed with the SEC, because they will contain important information about the proposed transaction. A definitive joint proxy statement/prospectus will be sent to the stockholders of each institution seeking the required stockholder approvals. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/prospectus free of charge from the SEC’s website or from Sterling Bancorp or Hudson Valley Holding Corp. by writing to the addresses provided for each company set forth in the paragraphs above. Sterling Bancorp, Hudson Valley Holding Corp., their directors, executive officers and certain other persons may be deemed participants in the solicitation of proxies from Sterling Bancorp and Hudson Valley Holding Corp. stockholders in connection with the proposed transaction. Information about the directors and executive officers of Sterling Bancorp and their ownership of Sterling Bancorp common stock is set forth in the definitive proxy statement for Sterling Bancorp’s 2014 annual meeting of stockholders, as previously filed with the SEC on January 10, 2014. Information about the directors and executive officers of Hudson Valley Holding Corp. and their ownership of Hudson Valley Holding Corp. common stock is set forth in the definitive proxy statement for Hudson Valley Holding Corp.’s 2014 annual meeting of stockholders, as previously filed with the SEC on April 9, 2014.  Stockholders may obtain additional information regarding the interests of such participants by reading the registration statement and the joint proxy statement/prospectus when they become available. Free copies of the registration statement and joint proxy statement/prospectus may be obtained as described in the paragraphs above.  Transaction Highlights Strategic Rationale * Creates a $10B+ premier commercial banking franchise focused on the small-to-middle market business segment in the New York metropolitan area * Enhances scale - creates the #10 deposit rank among regional banks in the New York MSA  * Leverage Sterling’s commercial lending expertise with Hudson Valley’s differentiated deposit products ? Diversified commercial loan origination capabilities ? Combined company has “best-in-class” deposit mix and funding cost * Strong pro forma funding and liquidity profile ? Significant excess liquidity increases lending opportunities  ? Strengthens asset sensitivity position * Provides scalable presence in attractive Westchester market Financial Impact * Tangible book value dilution of ~1% earned back within 1.2 years * Accretive to 2015E EPS and ~7% accretive to 2016E EPS * IRR of ~19% * Significant value creation opportunity for shareholders via redeployment of low cost excess liquidity Transaction Overview * Fixed exchange ratio of 1.92 Sterling shares for each Hudson Valley share  Consideration  ??100% stock * Aggregate deal value of ~$539 million based on STL closing price of $13.99 on November 4, 2014 (1) Pro Forma   ??68.5% Sterling / 31.5% Hudson Valley Ownership  Bank Merger  ??Hudson Valley Bank to merge into Sterling National Bank  Name  ??Sterling Bancorp and Sterling National Bank Principal  Offices  ??Potential move of principal executive offices to Westchester County will be considered Management  ??Jack Kopnisky, President & CEO; Luis Massiani, CFO; engagement of combined STL and HVB executives and Board  Composition  ??Combined board will include 4 current Hudson Valley board members   * Approval of Sterling Bancorp and Hudson Valley Holding Corp. shareholders Required Approvals   * Customary regulatory approvals Targeted   ??Second quarter 2015 Closing (1) Aggregate deal value includes cash out of restricted stock units and stock options outstanding at close. Combined Franchise STL HVB Pro Forma 9/30/2014 9/30/2014 ($ in MMs) Balance Sheet  Assets  $7,337  $3,120  $10,457  Gross Loans Including Held For Sale   4,760  1,828  6,589    Deposits   5,299  2,769  8,067    Cash and Securities   1,934  1,204  3,138   Franchise  Number of Branches    32     28  60    Deposits / Branch  $166  $99  $134 Balance Sheet Ratios  Core Deposits / Total Deposits  90.17%  95.97%  92.16%  C & I Loans / Total Loans  43.62%  17.41%  36.35% CRE Loans / Total Loans 38.18% 52.89% 42.26% Net Charge-Offs / Average Loans 0.09% 0.05% 0.08%  Reserves / Gross Loans  0.85%  1.52%  1.04%  Tangible Common Equity / Tangible Assets (Hold Co.)  7.63%  9.17%  7.65%  Loans / Deposits  89.8%  66.0%  81.7% Core Operating Ratios  Yield on Earning Assets  4.24%  3.25%  3.86%  Cost of Deposits  0.19%  0.17%  0.18% Net Interest Margin 3.77% 3.12% 3.50% Fee Income Ratio 17.00% 14.55% 16.32%  Efficiency Ratio  54.70%  79.44%  ~50%(1)   ROATA  1.06%  0.41%  1.2%+(1)   ROATCE  13.81%  4.47%  14%+(1)  (1) Represents long-term targets upon full realization of cost savings and deployment of excess liquidity. Strategic Extension of Deposit Footprint Regional Banks  in New York MSA Rank Bank Deposits Market Share Branches  M&T Bank  $24,854 1.72% 176 New York Community  21,559 1.49 202 Signature Bank  19,759 1.37 27 PNC Financial  18,581 1.28 236  Banco Santander   16,838 1.16 197 Valley National Bancorp   11,356 0.78 206Investors Bancorp  10,610 0.73 101 Apple Financial  10,433 0.72 77 Astoria Financial     9,851 0.68 85 Pro Forma STL / HVB     7,802 0.54 58First Republic Bank    6,207 0.43 8 Provident Financial     5,302 0.37 82 Israel Discount Bank     5,014 0.35 4 Sterling Bancorp     4,941 0.34 30 New York Pvt. B&T    4,696 0.32 5 Ridgewood Savings    3,990 0.28 37 SNBNY Holdings Ltd.    3,743 0.26 1 Flushing Financial    3,258 0.23 18 Mizuho Financial Group     3,221 0.22 3 People's United      3,041 0.21 93  Hudson Valley      2,861 0.2 28 Source:  SNL Financial. Attractive Small-to-Middle Market Business Footprint ??Significant opportunity to Source: Oxxford Information Technology. Pro Forma Loan and Deposit Composition Loan Portfolio  Yield: 4.83% Yield: 4.59% Yield: 4.78% Total: $4.8B Total: $1.8B Total: $6.6B Deposit Portfolio   Superior Deposit Franchise with Excess Liquidity Hudson Valley Has a Stable Base of Low Cost Deposits ($ in MMs) Loans/Deposits at 9/30/2014 = 66% Excess Liquidity at 92.5% Loans /Deposits Target = $733mm 2010 2011 2012 2013 9/30/2014 Cost of Deposits % of Core Deposits 0.53% 94% 0.36% 95% 0.24% 96% 0.19% 97% (1) 0.17%  96%  (1) For the nine months ended 9/30/2014. Significant Liquidity Deployment Opportunity ($ in MMs) Proven Loan Origination Capabilities Sterling’s Diverse Product Capabilities Average Net Loan Growth (Last 4 Quarters) ADC 2% 12% Total Loans: $4.8B Yield on Loans: 4.83% Compelling Cost Savings Opportunity * Expected cost savings of $34mm upon full phase-in in 2016  * Approximately 40% of Hudson Valley’s expense base * Anticipated consolidation of 7 branches and 3 additional locations * Additional $8mm of expense savings expected due to anticipated divestiture of A.R. Schmeidler & Co. (“ARS”) investment manager and broker-dealer – Net effect of divestiture is expected to be neutral to earnings and slightly accretive to tangible book value * Includes impact of estimated $7.5mm of incremental run-rate expenses due to reaching $10bn asset size Cost Savings Details ($ in MMs)Estimated Cost Savings Approximate Amount Compensation & Benefits $23 Technology & Communications 5 Occupancy & Office Operations 3 Retirement Plans / Other Compensation 2 Professional Fees 1 Estimated Cost Savings $34 Anticipated Disposition of ARS 8  Estimated Cost Savings Including Disposition of ARS $42 Due Diligence & Credit Review * Credit risk due diligence on Hudson Valley portfolio ? Review process conducted mainly by senior credit executives of Sterling with geographic and functional area expertise (CRE, C&I, ABL, Equipment Finance) ? Portfolio review of >70% of outstanding commercial loans ? Review concluded that a 2.73% mark is appropriate  * Operational due diligence on Hudson Valley ? High quality operations with effective risk management and controls ? HVB management has made a significant investment in upgrading risk management capabilities in recent years ? Validation of projected operational efficiencies upon completion of the merger Transaction Assumptions     * Fixed exchange ratio of 1.92 Sterling shares for each Hudson Valley share Consideration ??100% stock     * Aggregate deal value of ~$539 million based on STL closing price of $13.99 on November 4, 2014 (1)  Earnings  ??Sterling: 2015E - $0.96; 2016E - $1.11 (based on calendar year)(2)  Estimates  ??Hudson Valley: 2015E - $0.78; 2016E - $1.10     * Approximately $42mm annualized (pre-tax) including disposition of ARS Cost Savings * Phased in 75% in 2015E and 100% in 2016E * $7.5mm annual run-rate due to reaching $10bn+ asset size (includes Durbin Amendment costs) Incremental ? Costs   Loss of ~$8mm of ARS revenue following disposition (earnings neutral due to reduction in operating expenses) Merger Related  ??Approximately $45mm (pre-tax) Costs  Purchase  ??$50mm credit mark on loans (2.73% of total loans) Accounting     * Other net purchase accounting adjustments of $19.4mm Adjustments  Excess Liquidity ??Deployment of Hudson Valley excess liquidity to target ~90% - 95% average loans / deposits in 2016  Deployment  ??Incremental yield pick-up of 2.5% Core Deposit Intangible  * 1% of core deposits (excludes jumbo time deposits) amortized on SYD basis over 10-year period Anticipated   ??Anticipated quarterly dividend of $0.07 per share to stay unchanged, subject to Board approval Dividend Note: Earnings estimates based on IBES median consensus estimates as of October 31, 2014.  (1) Includes cash out of restricted stock units and stock options outstanding at close. (2) Sterling estimates shown on a calendar year basis; Q4 2016 estimated EPS assumes Q3 2016 median EPS consensus estimate remains constant. Pro Forma Financial Impact Transaction Accretion and Returns 2015E EPS Accretion Accretive 2016E EPS Accretion ~7% IRR ~19% Tangible Book Value Earn-back Period(1) ~1.2 years Tangible Book Value Dilution (at close) ~1% Expected Capital Position(2)  Hudson    Sterling  Pro Forma Valley TCE / TA    7.9%       9.2% 7.9% Tier 1 Leverage Ratio    8.3%       8.9% 8.0% Tier 1 Risk-based Ratio    10.6%       14.1% 10.9% Total Risk-based Capital Ratio    11.4%       15.4% 11.4% (1) Based on tangible book value earn-back using “cross-over” method. (2) Capitalization data estimated as of June 30, 2015.  Transaction Summary * Creates a $10B+ premier franchise focused on the small-to-middle market business segment in the New York metropolitan area * Enhances scale - creates the #10 deposit rank among regional banks in the New York MSA  * Leverage Sterling’s commercial lending expertise with Hudson Valley’s differentiated deposit products ? Diversified commercial loan origination capabilities ? Combined company has “best-in-class” deposit mix and funding cost * Strong pro forma funding and liquidity profile ? Significant excess liquidity increases lending opportunities  ? Strengthens asset sensitivity position * Provides scalable presence in attractive Westchester market * Financially attractive — accretive to earnings, attractive IRR, fast recovery of TBV dilution