POWER OF ATTORNEY

         Know all men by these presents, that the undersigned hereby constitutes
and appoints each of Victoria A. Evans and Charles R. Hageboeck, signing singly,
the undersigned's true and lawful attorney- in-fact to:

     (1)  execute for and on behalf of the undersigned, in the undersigned's
          capacity as an officer and/or director of City Holding Company (the
          "Company"), any and all such forms as required under Section 16(a) of
          the Securities Exchange Act of 1934 and the rules thereunder;

     (2)  do and perform any and all acts for and on behalf of the undersigned
          which may be necessary or desirable to complete and execute any such
          forms and to timely file such forms with the United States
          Securities and Exchange Commission and any stock exchange or similar
          authority; and

     (3)  take any other action of any type whatsoever in connection with the
          foregoing which in the opinion of such attorney-in-fact, may be of
          benefit to, in the best interest of or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in such
          attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed this 23rd day of February 2005.


                                          /s/ E. M. Payne III
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                                                  Signature

                                              E. M. Payne III
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                                                  Printed Name