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: DERITO JOHN A (EVP, Commercial Banking)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-28	Common Stock	A	2020	—	Acquired	16420	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-28	Stock Option to Buy	$35.39	A	2687	Acquired	2022-03-27	Common Stock (2687)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option to Buy	$32.41	2014-06-27	Common Stock (10000)	10000	Direct
Stock Option to Buy	$30.65	2015-02-22	Common Stock (5000)	5000	Direct
Stock Option to Buy	$36.90	2015-12-20	Common Stock (5000)	5000	Direct
Stock Option to Buy	$40.88	2018-03-25	Common Stock (2500)	2500	Direct
Stock Option to Buy	$28.15	2019-03-24	Common Stock (2500)	2500	Direct
Stock Option to Buy	$32.09	2020-02-25	Common Stock (2500)	2500	Direct
Stock Option to Buy	$35.09	2021-03-29	Common Stock (3000)	3000	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: Option awards are subject to value vesting and will vest only when the stock achieves certain target thresholds. All options awarded pursuant to this grant have achieved their target thresholds and are vested.

F3: Options will vest and become exerciseable in five separate installments as follows: 1,000 on 2/23/2006; 1,000 on 2/23/2007; 1,000 on 2/23/2008; 1,000 on 2/23/2009; and 1,000 on 2/23/2010. All options awarded pursuant to this grant have vested.