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 financial officer. The Company entered into the Restricted Stock Agreement with Mr. Bumgarner on July 15, 2009. The schedule below indicates the number of restricted shares granted for the affected executive officer:

Name Title Shares Granted David L. Bumgarner Senior Vice President & CFO 5,875

A copy of the form of Restricted Stock Award Agreement for the July 15, 2009 award 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:

                              July 15, July 15, July 15, July 15, July 15,
                                2016     2017     2018     2019     2020

           David L. Bumgarner   500      500     1,000    1,000    2,875

The Restricted Stock Award Agreement also provides 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  July 15, July 15,  July 15,     After
                        July 14, 2010 2010 to   2011 to  2012 to  July 15, 2013
                                      July 14, July 14,  July 14,
                                        2011     2012      2013