CITY HOLDING CO — Director's Dealing 2014

May 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CITY HOLDING CO (CHCO)
CIK: 0000726854
Period of Report: 2014-05-27

Reporting Person: BUMGARNER DAVID L (SVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-27	Common Stock	M	1250	$28.15	Acquired	12650	Direct
2014-05-27	Common Stock	S	1250	$43.75	Disposed	11400	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-27	Stock Option to Buy	$28.15	M	1250	Acquired	2019-03-24	Common Stock (1250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1605.5259	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option to Buy	$40.88	2018-03-25	Common Stock (1500)	1500	Direct
Stock Option to Buy	$32.09	2020-02-25	Common Stock (1250)	1250	Direct
Stock Option to Buy	$35.09	2021-03-29	Common Stock (1250)	1250	Direct
Stock Option to Buy	$35.39	2022-03-27	Common Stock (1555)	1555	Direct
Stock Option to Buy	$37.74	2023-02-26	Common Stock (1555)	1555	Direct
Stock Option to Buy	$44.43	2024-03-25	Common Stock (485)	485	Direct
Stock Option to Buy	$44.43	2024-03-25	Common Stock (485)	485	Direct
Stock Option to Buy	$44.43	2024-03-25	Common Stock (485)	485	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 as of the 12/31/2013 plan valuation date.

F2: Options granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting.