Summary of CITY HOLDING CO

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Compensation Committee recommended, and the Board of Directors of City Holding Company (the "Company") approved, on February 25, 2009, the 2009 salary and 2008 bonus and incentive compensation for the Company's executive officers, including the Company's principal executive officer and the Company's principal financial officer. The schedule below indicates the 2009 salary for each of the Company's executive officers.

                                                                             2009
Name                              Title                                   Base Salary
                                  President & CEO
Charles R. Hageboeck              (Principal Executive Officer)          $     415,000
                                  Senior Vice President, Chief
                                  Financial Officer
                                  and Principal Accounting Officer
David L. Bumgarner                (Principal Financial Officer)          $     172,500
                                  Executive Vice President, Retail
Craig G. Stilwell                 Banking                                $     245,000
                                  Executive Vice President, Commercial
John A. DeRito                    Banking                                $     205,000
                                  Senior Vice President and Chief
John W. Alderman III              Corporate Counsel                      $     173,500

The schedule set forth below indicates the 2008 bonus and incentive compensation for each of the Company's executive officers:

                                   2008                                Total
                                 Incentive           2008          Incentive and
        Name                   Compensation          Bonus             Bonus
        Charles R. Hageboeck   $ -----------     $ -----------     $  -----------
        David L. Bumgarner     $      24,707     $ -----------     $       24,707
        Craig G. Stilwell      $ -----------     $      10,000     $       10,000
        John A. DeRito         $      63,531     $ -----------     $       63,531
        John W. Alderman III   $      21,208     $ -----------     $       21,208

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Item 8.01 Other Events.

On February 25, 2009, the Company's Board of Directors, based upon the recommendation of its Compensation Committee, approved an award of $16,000 of Company Common Stock, par value $2.50, to each non-employee director of the Company on December 31, 2008. The market price on the date of grant, February 25, 2009, was $26.62 per share.