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CITY HOLDING CO Director's Dealing 2011

Apr 1, 2011

31772_dirs_2011-04-01_76f2dca0-f079-49cc-a447-6c461d68b85e.zip

Director's Dealing

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SEC Form 4/A — Form 4/A

Issuer: CITY HOLDING CO (CHCO)
CIK: 0000726854
Period of Report: 2011-03-30

Reporting Person: STILWELL CRAIG G (EVP Retail Banking)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-03-30 Common Stock A 1000 Acquired 28240 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1427.8822 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option to Buy $28.00 2013-02-25 Common Stock (1738) 8262 Direct
Stock Option to Buy $33.90 2014-02-24 Common Stock (10000) 10000 Direct
Stock Option to Buy $31.32 2015-02-24 Common Stock (5000) 5000 Direct
Stock Option to Buy $36.90 2015-12-20 Common Stock (5000) 5000 Direct
Stock Option to Buy $39.34 2017-02-27 Common Stock (10000) 10000 Direct
Stock Option to Buy $40.88 2018-03-25 Common Stock (3000) 3000 Direct
Stock Option to Buy $28.15 2019-03-24 Common Stock (3000) 3000 Direct
Stock Option to Buy $32.09 2020-02-25 Common Stock (3000) 3000 Direct
Stock Option to Buy $35.09 2021-03-29 Common Stock (3000) 3000 Direct

Footnotes

F1: Includes shares acquired pursuant to the Company's 401(k) Plan & Trust during the fiscal year in transactions exempt from 16b under old Rule 16a8(b). Share totals are reported as of the 12/31/2010 valuation date.

F2: For purposes of establishing a value of the stock award, the Company has determined that $35.09 per share, or 100% of the fair market value of the Company's common stock on 3/30/2011, the date of grant for the award, is appropriate.

F3: Option awards are subject to value vesting and vest only when the stock achieves certain target threshholds. All options awarded pursuant to this grant have achieved their target threshholds and are vested.

F4: Options will vest and become exerciseable in five separate installments as follows: 1,000 on 2/25/2006; 1,000 on 2/25/2007; 1,000 on 2/25/2008; 1,000 on 2/25/2009; and 1,000 on 2/25/2010. All options awarded pursuant to this grant have vested.

F5: Options will vest and become exerciseable in two separate installments as follows: 5,000 on 2/28/2011; and 5,000 on 2/28/2012.