Right Of First Refusal Letter by darrenv

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									 SAMPLE REQUEST FOR WAIVER OF RIGHT OF FIRST REFUSAL LETTER

                                            DATE

REGISTERED MAIL (or certified)


Mr. William E. Griffin
Chairman
Hudson Valley Holding Corp.
21 Scarsdale Road
Yonkers, NY 10707

Or     Mr. James J. Landy
       President & Chief Executive Officer
       Hudson Valley Holding Corp.
       (same address as above)




Dear Mr. Griffin/Mr. Landy:

        I have received an offer to purchase shares of Hudson Valley Holding
Corp. stock from me. The details of this offer are as follows and a copy of the
offer is attached for your reference:

       Name: (of person to whom you propose to sell your shares)
       Address: (of person to whom you propose to sell your shares)
       Number of Shares:
       Price per share:
       Additional terms of the offer:   would be willing to sign a Stock
Restriction Agreement granting the Company right of first refusal.

       As this transaction is subject to the right of first refusal of the Corporation,
I request your consideration and waiver of the Corporation’s right of first refusal
with regard to this transaction.

      I have enclosed certificates #   and      registered in the name of
along with a completed stock power in order to proceed with this transaction
should the Company waive its Right of First Refusal.

       Thank you for your consideration.

                                            Yours sincerely,



                                            Signed by shareholder(s)
                           SAMPLE OFFER LETTER




To: Name of Holder or Appropriate representative



Dear ----:

       Please consider this an offer to purchase shares of Hudson Valley Holding
Corp. from you as follows:

       Name:
       Number of Shares:
       Price per share:

                                        Yours sincerely,

								
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