Exhibit

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned director of City Holding Company (“City”) does hereby make, constitute and appoint Charles R. Hageboeck as his attorney-in-fact to sign, in his name, place, stead and behalf, and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission, City’s Registration Statement on Form S-4 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended, authorized and unissued shares of common stock, no par value, of City, to be issued by City in connection with its proposed merger with Poage Bankshares, Inc., together with any and all amendments, including post-effective amendments, to the Registration Statement, hereby granting to such attorney full power and authority to do and perform in the name, and on behalf, of the undersigned, and in any and all such capacities, every act and thing whatsoever necessary to be done in and about the premises as fully as the undersigned could or might do in person, hereby granting to such attorney-in-fact full power of substitution and revocation and hereby ratifying all that such attorney-in-fact or his substitute may do by virtue hereof.

authority to do and perform in the name, and on behalf, of the undersigned, and in any and all such capacities, every act and thing whatsoever necessary to be done in and about the premises as fully as the undersigned could or might do in person, hereby granting to such attorney-in-fact full power of substitution and revocation and hereby ratifying all that such attorney-in-fact or her substitute may do by virtue hereof.

“Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended, authorized and unissued shares of common stock, no par value, of City, to be issued by City in connection with its proposed merger with Poage Bankshares, Inc., together with any and all amendments, including post-effective amendments, to the Registration Statement, hereby granting to such attorney full power and authority to do and perform in the name, and on behalf, of the undersigned, and in any and all such capacities, every act and thing whatsoever necessary to be done in and about the premises as fully as the undersigned could or might do in person, hereby granting to such attorney-in-fact full power of substitution and revocation and hereby ratifying all that such attorney-in-fact or his substitute may do by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned director of City Holding Company (“City”) does hereby make, constitute and appoint Charles R. Hageboeck as her attorney-in-fact to sign, in her name, place, stead and behalf, and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission, City’s Registration Statement on Form S-4 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended, authorized and unissued shares of common stock, no par value, of City, to be issued by City in connection with its proposed merger with Poage Bankshares, Inc., together with any and all amendments, including post-effective amendments, to the Registration Statement, hereby granting to such attorney full power and authority to do and perform in the name, and on behalf, of the undersigned, and in any and all such capacities, every act and thing whatsoever necessary to be done in and about the premises as fully as the undersigned could or might do in person, hereby granting to such attorney-in-fact full power of substitution and revocation and hereby ratifying all that such attorney-in-fact or her substitute may do by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Chief Financial Officer of City Holding Company (“City”) does hereby make, constitute and appoint Charles R. Hageboeck as his attorney-in-fact to sign, in his name, place, stead and behalf, and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission, City’s Registration Statement on Form S-4 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended, authorized and unissued shares of common stock, no par value, of City, to be issued by City in connection with its proposed merger with Poage Bankshares, Inc., together with any and all amendments, including post-effective amendments, to the Registration Statement, hereby granting to such attorney full power and authority to do and perform in the name, and on behalf, of the undersigned, and in any and all such capacities, every act and thing whatsoever necessary to be done in and about the premises as fully as the undersigned could or might do in person, hereby granting to such attorney-in-fact full power of substitution and revocation and hereby ratifying all that such attorney-in-fact or his substitute may do by virtue hereof.



	Signed and acknowledged: /s/ John R. Elliot John R. Elliot, Director



	Signed and acknowledged: /s/ Charles W. Fairchilds Charles W. Fairchilds, Director



	Signed and acknowledged: /s/ Robert D. Fisher Robert D. Fisher, Director



	Signed and acknowledged: /s/ Jay C. Goldman Jay C. Goldman, Director



	Signed and acknowledged: /s/ Patrick C. Graney, III Patrick C. Graney, III, Director



	Signed and acknowledged: /s/ Diane W. Strong-Treister Diane W. Strong-Treister, Director



	Signed and acknowledged: /s/ Tracy W. Hylton II Tracy W. Hylton II, Director



	Signed and acknowledged: /s/ J. Thomas Jones J. Thomas Jones, Director



	Signed and acknowledged: /s/ C. Dallas Kayser C. Dallas Kayser, Director



	Signed and acknowledged: /s/ James L. Rossi James L. Rossi, Director



	Signed and acknowledged: /s/ Sharon H. Rowe Sharon H. Rowe, Director



	Signed and acknowledged: /s/ David L. Bumgarner David L. Bumgarner, Chief Financial Officer