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

Effective January 10, 2013, pursuant to the Merger Agreement among Community Financial Corporation, Community Bank, City Holding Company (the "Company") and City National Bank of West Virginia (the "Bank"), dated August 2, 2012, as amended, Charles W. Fairchilds, who was a member of the pre-merger board of directors of Community Financial Corporation, was appointed to the Boards of Directors of the Company and the Bank. Compensatory arrangements for Mr. Fairchilds will be consistent with the previously disclosed standard arrangements for non-employee directors of the Company, as described on page 11 of the Company's proxy statement for its 2012 annual meeting of shareholders filed with the Commission on March 23, 2012, which disclosure is incorporated herein by reference.

Mr. Fairchilds has yet to be appointed to any committees of the Company.

Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 16, 2013 City Holding Company

By: /s/ David L. Bumgarner David L. Bumgarner Chief Financial Officer

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