CITY HOLDING CO — Director's Dealing 2012

Mar 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CITY HOLDING CO (CHCO)
CIK: 0000726854
Period of Report: 2012-03-28

Reporting Person: Quinlan Michael T Jr (SVP, Branch Banking)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-28	Common Stock	A	1053	—	Acquired	12017	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-28	Stock Option to Buy	$35.39	A	1401	Acquired	2022-03-27	Common Stock (1401)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1580.4455	Indirect
Common Stock	1158	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option to Buy	$35.09	2021-03-29	Common Stock (1250)	1250	Direct
Stock Option to Buy	$29.02	2015-03-31	Common Stock (1750)	1750	Direct
Stock Option to Buy	$36.90	2015-12-20	Common Stock (3500)	3500	Direct
Stock Option to Buy	$40.88	2018-03-25	Common Stock (1500)	1500	Direct
Stock Option to Buy	$28.15	2019-03-24	Common Stock (1250)	1250	Direct
Stock Option to Buy	$32.09	2020-02-25	Common Stock (1250)	1250	Direct

Footnotes

F1: For purposes of establishing a value of the stock award, the Company has determined that $35.39 per share, or 100% of the fair market value of the Company's common stock on 3/28/2012, the date of grant for the award, is appropriate.

F2: Includes shares acquired pursuant to the Company's 401(k) Plan & trust during the fiscal year in transacations exempt from 16b under old Rule 16a8(b). Share totals are reported as of the 12/31/2011 valuation date.

F3: Options will vest and become exerciseable in four separate installments as follows: 875 on 4/1/2005; 875 on 4/1/2008; 875 on 4/1/2009; and 875 on 4/1/2010. All options granted pursuant to this award have vested.