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CITY HOLDING CO Director's Dealing 2012

Jul 10, 2012

31772_dirs_2012-07-10_735c157a-a913-4c93-9e34-d2ef8bdc59ea.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CITY HOLDING CO (CHCO)
CIK: 0000726854
Period of Report: 2012-07-09

Reporting Person: STILWELL CRAIG G (EVP Retail Banking)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-07-09 Common Stock M 2000 $28. Acquired 33471 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-07-09 Stock Option to Buy $28.00 M 2000 Disposed 2013-02-25 Common Stock (2000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1486.3386 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
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
Stock Option to Buy $35.39 2022-03-27 Common Stock (3234) 3234 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 12/31/2011 valuation date.

F2: 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.

F3: 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.

F4: 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. All options awarded pursuant to this grant have vested.