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 April 29, 2009, grants of restricted stock pursuant to the City Holding Company 2003 Incentive Plan to certain of the Company's executive officers, including the Company's principal executive officer. The schedule below indicates the number of restricted shares granted for the affected executive officers:

Name                                             Title                       Shares Granted
Charles R. Hageboeck          President & CEO                                         22,250
Craig G. Stilwell             Executive Vice President, Retail Banking                10,125
John A. DeRito                Executive Vice President, Commercial Banking             8,375

A copy of the form of Restricted Stock Award Agreement for these April 29, 2009 awards is attached to this report on Form 8-K as Exhibit 10(p) and is incorporated herein by reference.

Regular vesting of shares under the Restricted Stock Award Agreements will occur as follows:

                                            April 30, 2016       April 30, 2017       April 30, 2018       April 2019
Charles R. Hageboeck                                  2,000                4,000                6,000           10,250
Craig G. Stilwell                                     2,000                2,500                2,700            2,925
John A. DeRito                                        2,000                2,000                2,500            1,875

The Restricted Stock Award Agreements also provide for cumulative vesting, in the event of an involuntary termination of employment following a change of control, according to the following schedule:

                               Cumulative Vesting

                                    On or Before        May 1, 2010 to      May 1, 2011 to      May 1, 2012 to          After
                                   April 30, 2010       April 30, 2011      April 30, 2012      April 30, 2013       May 1, 2013
Charles R. Hageboeck                         4,450                8,900              13,350              17,800            22,250
Craig G. Stilwell                            2,025                4,050               6,075               8,100            10,125
John A. DeRito                               1,675                3,350               5,025               6,700             8,375

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