SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STILWELL CRAIG G

(Last)

(First)

(Middle)

25 GATEWATER ROAD

(Street)

CROSS LANES

25313

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CITY HOLDING CO [ CHCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP Retail Banking

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/01/2011

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								1,427.8822⁽¹⁾	I	by 401(k) Plan & Trust
Common Stock	03/30/2011		A		1,000	A	$0⁽²⁾	28,240	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option to Buy	$28							⁽³⁾	02/25/2013	Common Stock	1,738		8,262	D
Stock Option to Buy	$33.9							⁽³⁾	02/24/2014	Common Stock	10,000		10,000	D
Stock Option to Buy	$31.32							⁽⁴⁾	02/24/2015	Common Stock	5,000		5,000	D
Stock Option to Buy	$36.9							12/21/2005	12/20/2015	Common Stock	5,000		5,000	D
Stock Option to Buy	$39.34							⁽⁵⁾	02/27/2017	Common Stock	10,000		10,000	D
Stock Option to Buy	$40.88							03/26/2013	03/25/2018	Common Stock	3,000		3,000	D
Stock Option to Buy	$28.15							03/25/2014	03/24/2019	Common Stock	3,000		3,000	D
Stock Option to Buy	$32.09							02/26/2015	02/25/2020	Common Stock	3,000		3,000	D
Stock Option to Buy	$35.09							03/30/2016	03/29/2021	Common Stock	3,000		3,000	D

Explanation of Responses:

1. Includes shares acquired pursuant to the Company's 401(k) Plan & Trust during the fiscal year in transactions exempt from 16b under old Rule 16a8(b). Share totals are reported as of the 12/31/2010 valuation date.

2. For purposes of establishing a value of the stock award, the Company has determined that $35.09 per share, or 100% of the fair market value of the Company's common stock on 3/30/2011, the date of grant for the award, is appropriate.

3. Option awards are subject to value vesting and vest only when the stock achieves certain target threshholds. All options awarded pursuant to this grant have achieved their target threshholds and are vested.

4. Options will vest and become exerciseable in five separate installments as follows: 1,000 on 2/25/2006; 1,000 on 2/25/2007; 1,000 on 2/25/2008; 1,000 on 2/25/2009; and 1,000 on 2/25/2010. All options awarded pursuant to this grant have vested.

5. Options will vest and become exerciseable in two separate installments as follows: 5,000 on 2/28/2011; and 5,000 on 2/28/2012.

Remarks:

	Victoria A. Faw, attorney-in-fact	04/01/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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