The Compensation Committee recommended, and the Board of Directors of City Holding Company (the "Company") approved, on March 25, 2009, equity compensation for the Company's executive officers, including the Company's principal executive officer and the Company's principal financial officer.

Restricted Stock.

Restricted stock was awarded to certain of the executive officers. The recipients of the restricted stock awards may vote and receive dividends on the shares, whether vested or not, but may not sell the shares or use them for collateral for any borrowing unless and until they are vested. All of the restricted stock awards are of City Holding Company Common Stock, par value $2.50. The market price on the date of grant, March 25, 2009, was $28.15 per share. Subject to the continued employment of the executive officer, each restricted stock award will vest five years following the date of grant.

Stock Options.

Stock options were awarded to certain of the executive officers. The exercise price of all options was the market price, $28.15, as of the date of grant, March 25, 2009. All of the options awarded are exerciseable for shares of City Holding Company Common Stock, par value $2.50 per share. Each option award vests (becomes exerciseable) five years following the date of grant and expires on March 24, 2019 if not earlier exercised, forfeited or terminated.

The table below sets forth the number of shares of restricted stock and shares issuable upon the exercise of stock options awarded to each of the Company's executive officers:

                                                     Stock      Restricted
                                                    Options       Shares
                                                    Awarded      Awarded
        Name                 Title                    (#)          (#)
                             President & CEO
                             (Principal Executive
        Charles R. Hageboeck Officer)                6,250        2,000
                             Senior Vice
                             President, Chief
                             Financial Officer
                             and Principal
                             Accounting Officer
                             (Principal Financial
        David L. Bumgarner   Officer)                1,250         650
                             Executive Vice
                             President, Retail
        Craig G. Stilwell    Banking                 3,000        1,000
                             Executive Vice
                             President,
        John A. DeRito       Commercial Banking      2,500         850
                             Senior Vice
                             President and Chief
        John W. Alderman III Legal Officer            ---          750