Exhibit 10(a)

DIRECTORS’ DEFERRED COMPENSATION PLAN

ARTICLE I - Definitions

1.1 “Plan” means the Directors’ Deferred Compensation Plan of Bank of Raleigh, as described in this instrument, effective January, 1987, and thereafter.

1.2 “Bank” means Bank of Raleigh, a West Virginia corporation, or a successor corporation thereafter.

1.3 “Committee” means the Committee, if any, appointed to administer the Plan as and to the extent provided in Article 2.13.

1.4 “Director” means a Director of the Bank or of any division, subsidiary or affiliate of the Bank who is eligible to become a participant in the Plan under the eligibility requirements then in effect as established by the Committee pursuant to Article 2.13.

1.5 “Fiscal Year” means the fiscal year of the Bank as established from time to time.

1.6 “Participant” means a person who is selected to participate in the Plan and has executed the Adoption Agreement as required by Paragraph 2.7 hereof.

1.7 “Deferred Compensation” means the portion of a participant’s compensation for any fiscal year, or part thereof, that has been deferred pursuant to the Plan.

1.8 “Termination of Service” or similar expression means the termination of the participant as a Director of the Bank or any division, subsidiary or affiliate thereof. Total disability, whether temporary or permanent, as defined herein, shall not be considered termination of service, however, the deferral amount as stated in Paragraph H of the Adoption Agreement shall be terminated at time of disability, provided the participant does not continue to receive Director’s fees.

1.9 “Total Disability” whether temporary or permanent as used herein shall mean disability resulting from bodily injury provided same is not self-inflicted or disease that prevents a Participant from engaging in any occupation for compensation or profit which disability has existed continuously for at least six months.

1.10 “Normal Retirement Date” for each participant shall be the date set forth as the Participant’s Normal Retirement Date in Section E of the Adoption Agreement executed by Participant and Bank, an unexecuted copy of which is attached hereto as Exhibit I.

ARTICLE II

2.1 Each Director of the Bank or of any division, subsidiary or affiliate of the Bank selected to participate in the Plan may have a portion of his Directors’ fees to be received by him deferred in accordance with the terms and conditions of the Plan. The amount of such fees that may be so deferred shall not exceed the amount indicated in Paragraph H of the Adoption Agreement attached hereto as Exhibit I (“Adoption Agreement”).

2.2 Continued Service . (a) Each Director in the Plan shall continue as a Director of the Bank under terms mutually agreed upon between the Bank and the Participant, from time to time, until the Participant reaches his Normal Retirement Date or until such date as may be mutually agreed upon, or until his prior death or total and permanent disability, as herein defined, or until consent of the Bank to his early retirement. Any payments under this Plan shall be independent of, and in addition to, those under any other Plan, program or agreement which may be in effect between the Bank and the Participant. This Plan and the Adoption Agreement attached hereto as Exhibit “I” shall not be construed as a contract of employment, nor do either restrict the right of the shareholders of the Bank to remove the Participant as a director, or the right of the Participant to resign as a Director. (b) In the event of total disability resulting in the participant terminating as a Director of the Board, the participant will receive benefits in accordance with the provisions for early termination.

2.3 Pre-Retirement Death Benefits . (a) If a Participant dies before his normal retirement date as specified in Paragraph F of the Adoption Agreement, while serving as a Director of the Bank, the Bank will pay to his beneficiary the monthly benefit stated in Paragraph F of the Adoption Agreement. (b) If a Participant resigns as a Director of the Bank before his Normal Retirement Date for any reason except retirement, no death benefit shall be payable unless he has completed two (2) years of participation in the Plan. (c) If the Participant who resigns has completed two (2) or more years participation in the Plan and dies prior to his normal Retirement Date, the Participant’s beneficiary(ies) will receive a monthly benefit for a total of 180 months. The amount of such benefit will be equal to a pro-rata portion of the pre-retirement Death Benefit based on the formula contained in the Article 2.6 hereof. In no event will this stated pre-retirement death benefit be greater than that specified in paragraph F of the Adoption Agreement.

All payments to be made pursuant to this Article 2.3 shall commence 30 days following the death of the Participant.

2.4 Post Retirement Death and Income Benefits . Upon a Participant attaining his Normal Retirement Date, whether or not he then retires, the Bank will pay him the monthly benefits stated in Paragraph G of the Adoption Agreement. Payments hereunder shall commence the month following his Normal Retirement Date.

If the Participant dies prior to receiving 180 monthly payments in the amount specified in Paragraph G of the Adoption Agreement, the Participant’s Beneficiary shall continue to receive such monthly payments in a like amount until the benefits provided for therein have been paid in full. If such Participant has received at least 180 monthly payments in the amount specified in Paragraph G of the Adoption Agreement prior to such Participant’s death, no further benefits shall be due hereunder.

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2.5 Suicide . Notwithstanding any other provisions of this Plan, no benefits shall be payable hereunder to a Participant’s beneficiary if the Participant’s death occurs as a result of a suicide, while sane or insane, within two years after (i) the date of said Participant’s execution of the Adoption Agreement and/or (ii) the date of any subsequent change in the Benefits for said Participant.

2.6 Early Termination . If the Participant’s service as a Director of the Bank is terminated for reasons other than death or total and permanent disability prior to his Normal Retirement Date, with or without cause or voluntarily or involuntarily, and if the Participant’s termination was not due to fraudulent or dishonest conduct by the Participant, and if the Participant had not completed at least two (2) years participation in the Plan, the Bank shall return to the Participant all amounts of his Directors’ fees which were deferred, if any, as a result of his participation in this Plan and such Participant shall not be entitled to receive any benefits under the Plan.

If termination as a Director of the Bank occurs after a Participant has completed two (2) years of participation in the Plan, and if he is then living, the Participant shall at his normal Retirement Date receive a pro-rata portion of the post-retirement benefits provided for in Paragraph G of the Adoption Agreement determined as follows:

Payments due hereunder shall commence the month following his Normal Retirement Date.

2.7 Requirements for Participants . In order to participate herein, the Directors of the Bank selected to participate by the Bank shall execute an Adoption Agreement, in the form attached hereto as Exhibit “I”.

2.8 Beneficiary . Each Participant shall have the right to designate a Primary and Contingent Beneficiary entitled to receive the benefits payable upon death on behalf of such Participant under the provisions of this Plan. The Participant may change or revoke such designation in writing.

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2.9 Unfunded Plan . No Participant or any other person shall have any interest in any fund or in any specific asset or assets of the Bank by reason of any amounts due him hereunder, nor any right to receive any distribution under the Plan except as and to the extent expressly provided in the Plan. Nothing in the Plan shall be deemed to give any subsidiary or affiliate of the Bank rights to participate in the Plan, except in accordance with the provisions of the Plan. All benefits provided for hereunder and all other amounts deferred hereunder are completely unsecured and are payable only out of the general assets of the Bank. The Bank shall be under no obligation whatsoever to purchase or maintain any life insurance policy or annuity contract or in any other manner provide the benefits or fund its obligations under this Plan.

2.10 Non-assignability . Neither the Participant nor the Participant’s spouse, nor their heirs or legatees shall have any right to commute, encumber or dispose of the right to receive payments hereunder, which payments and the right thereto are expressly declared to be non-assignable and non-transferable.

2.11 Rights of Rank to Terminate The Plan . The Bank shall have the right to terminate this Plan at any time. If the Plan is terminated, a Participant with less than two (2) years participation in the Plan shall receive a payment equal to the total compensation deferred by the Participant, if any, because of his participation in the Plan. If the Plan is terminated, a Participant with two (2) years or more participation in the Plan shall receive future benefits in the same manner and amount as he would have received had he terminated his service as a director on the date the plan is terminated. Anything herein to the contrary notwithstanding, should the Bank elect to terminate the Plan, it shall be obligated to continue to pay all benefits provided for hereunder to all Participants or their beneficiaries, as the case may be, who have died or retired and who have become entitled to receive same in accordance with terms of the Plan.

2.12 Relation to Other Plans . Any benefits payable under this Plan shall not be deemed compensation to any Participant for the purpose of computing benefits to which he may be entitled under any pension or profit-sharing plan or other similar plan or arrangement of the Bank for the Benefit of its Participants.

2.13 Administration . The Board of Directors of the Bank shall have full power and authority to administer this Plan or at its election it may delegate such authority to a committee made up of three (3) members of the Bank’s Board of Directors. No member of the Board shall be liable to any person for any action taken or omitted in connection with the administration of this Plan unless attributable to his own willful misconduct or lack of good faith. The Directors shall, from time to time, establish eligibility requirements for participation in the Plan and rules for the Administration of the Plan that are not inconsistent with the provisions of the Plan.

2.14 Amendment . The Board of Directors of the Bank reserves the right to amend this Plan in such manner as it in its sole discretion may deem necessary and proper.

2.15 Law Governing . This Plan shall be construed in accordance with and governed by the laws of the State of West Virginia.

2.16 Facility of Payment . Payment hereunder to the Participant or his or her beneficiary pursuant to this Plan shall fully discharge the Bank from all claims or liabilities with respect to

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such payments unless, before such payment is made, the Bank has received at its principal place of business written notice by or on behalf of some other persons who claims to be entitled to such payments or some part thereof. In the event the Participant is deceased and a Court of competent jurisdiction has entered a final order with respect to his or her estate, payment of such money, or portions thereof, if any be due, pursuant to the terms of the judgment shall likewise fully protect the Bank making such payment unless, before such payment is made, written notice of a claim or adverse claim received in the manner provided above.

2.17 Effect of Merger, Etc . The Bank shall not merge, consolidate, or combine with any other business entity unless and until the succeeding or continuing Bank expressly assumes and confirms the duties and obligations of the Bank under this Plan.

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EXHIBIT I

ADOPTION AGREEMENT

DIRECTORS’ DEFERRED COMPENSATION PLAN

A. I,                      , a Director of Bank of Raleigh, (the “Bank”) acknowledge that I have been furnished with a copy of the Directors’ Deferred Compensation Plan of the Bank of Raleigh (the “Plan”) and that I have been selected for participation therein.

B. I hereby adopt the plan and agree to be bound by all of its provisions as it now exists or may hereafter be amended.

C. My beneficiary(ies) is:

PRIMARY:

CONTINGENT:

D. I agree to take such physical examination and to supply truthfully and complete such information as may be required by the Bank.

E. My normal retirement date for purposes of the Plan is                      .

F. The amount of my pre-retirement death benefits payable under Paragraph 2.3(a) of the Plan is                      payable monthly for a total of 180 months.

G. The amount of my post-retirement income benefits payable under Paragraph 2.4 of the Plan is                      payable monthly for 180 months.

H. In consideration of my participation in this plan, I agree to defer $                      per month from my Directors Fees until my normal retirement date which shall be applied as provided in the Plan to which this Adoption Agreement is attached.

I. This Adoption Agreement may be amended only by the written consent of the Bank and the Participant, except that Participant can change his beneficiary designation in writing at any time, as provided in Article 2.8 of the Plan.

J. The effective date for my enrollment for all purposes of the Directors’ Deferred Compensation Plan is the later of January 1, 1990 or the date the Bank puts this Plan into effect.

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Exhibit 10(b)

D EFERRED C OMPENSATION A GREEMENT

THIS AGREEMENT entered into this the 15th day of January, 1987, by and between THE NATIONAL BANK OF SUMMERS, a corporation organized and existing under the laws of the UNITED STATES OF AMERICA (hereinafter referred to as the “Corporation”), and                      , an independent contractor (hereinafter referred to as “Director”).

WHEREAS, the Director has provided services in a capable and efficient manner, resulting in substantial growth and progress to the Corporation; and

WHEREAS, the experience of the Director is such that assurance of his continued services is essential to the future growth and profits of the Corporation; and

WHEREAS, the Corporation desires to retain the services of the Director; and

WHEREAS, the Director is willing to continue to provide services to the Corporation if the Corporation will agree to pay to him or his designees certain benefits in accordance with the provisions and conditions hereinafter set forth; and

WHEREAS, the Corporation is the owner of certain life insurance policies and other property on behalf of the Director. NOW, THEREFORE, in consideration of the agreements between the parties, the parties covenant and agree as follows:

1. PROMISE TO PAY

Notwithstanding any other agreements between the parties, the Corporation agrees to pay the Director certain amounts, as hereinafter set forth, payments of which will be deferred pursuant to the terms of this Agreement as hereinafter set forth.

2. MATURITY DATE

The Corporation agrees that the payments to the Director shall commence upon the first day of the month following his sixty-fifth (65th) birthday, hereinafter called the Maturity Date.

3. DEFERRED COMPENSATION BENEFIT

If the Director is living on the Maturity Date, the Director shall be entitled to receive, in monthly installments over a period of one hundred eighty (180) Months, an amount determined by the following table assuming all dividends have been reinvested in the policy and the policy has been continuously kept in full force plus the then value of all other investments made by and owned by the Corporation on behalf of the Director.

Example: (1st, 2nd, 3rd, etc.) 12 monthly payments shall equal (1/15, 1/14, 1/13, etc.) of the net cash surrender value plus any dividend payable during the preceding year divided by one minus the current marginal Federal Tax bracket of the Corporation.

“Net cash surrender value” shall mean the cash surrender value on the maturity date plus annual increases (cumulatively) of cash value less amounts of cash value used for payments to the Director (or equal to what would have been paid out of cash value if the corporation does not actually pay by borrowing or making partial surrenders) which would be the total payments to the Director less the tax savings of the Corporation due to the payments being tax deductible.

The Director shall be entitled to a minimum monthly payment of $                  beginning at the maturity date.

EXAMPLE OF 3 .

If Director is still alive after 15 years, a monthly amount equal to the 180th payment shall continue to be paid to the Director during the life of Director.

4. PREMATURITY DEATH BENEFIT

If the Director shall die prior to the Maturity Date, his beneficiaries, determined in accordance with Paragraph 5 hereof, shall receive, in equal monthly installments over a period of one hundred eighty (180) months, an amount determined by taking the death benefit of said policy, assuming all dividends have been reinvested in the policy and said policy has been kept continuously in full force, and dividing it by one minus the Federal marginal tax rate of the Corporation and dividing by the number of payments (180).

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EXAMPLE OF 4

Death Benefit = $70,000.

5. BENEFICIARY OF DEATH BENEFIT

In the event that the Director should die prior to receipt of any amount to which he is entitled hereunder, or of all such amounts, any amounts remaining unpaid shall be paid to such beneficiary or beneficiaries as the Director may designate by filing with the Corporation a notice in writing, but in the absence of any such designation, such unpaid amounts shall be paid to his surviving spouse, if living, and if not living, then the balance remaining shall be paid in a single lump sum to the Director’s estate.

6. INSTALLMENT PAYMENT OF DEATH BENEFIT

In the event payment of monthly installments shall have theretofore commenced to the Director, the beneficiaries shall receive the balance of the monthly payments in the amount of the last monthly payment that was paid to the Director for up to 15 years, but in no case shall there be more than a total of 180 payments (including payments to the Director as well as the beneficiary).

7. TERMINATION BENEFIT

If the Director shall become disabled or his services shall be terminated for any reason other than death, he shall be entitled to monthly installments determined by the formula established in Paragraph 3 hereof. However, the minimum monthly payment provision shall not apply.

8. NON-ASSIGNABLE RIGHTS

Except as otherwise provided by this Agreement, it is agreed that neither the Director nor his spouse, nor other beneficiary, shall have any right to commute, sell, assign, transfer or otherwise convey the right to receive any payments hereunder which payments and the right thereto are expressly declared to be non-assignable and non-transferable.

9. NON-FORFEITABLE RIGHTS

All rights and benefits provided to the Director under this Agreement shall be fully vested and non-forfeitable.

10. INDEPENDENCE OF AGREEMENT

The benefits payable under this Agreement shall be independent of, and in addition to, any other service agreement that may exist from time to time between the parties hereto, or any other compensation payable by the Corporation to the Director.

This Agreement shall not be deemed to constitute a contract of service between the parties hereto, nor shall any provision hereof restrict the right of the Corporation to discharge the Director, or restrict the right of the Director to terminate his services.

11. NON-SECURED PROMISE

The rights of the Director under this Agreement and of any beneficiary of the Director shall be solely those of an unsecured creditor of the Corporation. Any insurance policy or any other asset acquired or held by the Corporation in connection with the liabilities assumed by it hereunder, shall not, except as otherwise expressly provided, be deemed to be held under any trust for the benefit of

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the Director or his beneficiaries or to be security for the performance of the obligations of the Corporation, but shall be, and remain, a general, unpledged, unrestricted asset of the Corporation.

12. CHANGE OF BUSINESS FORM

The Corporation agrees that it will not merge or consolidate with any other corporation or organization, or permit its business activities to be taken over by any other organization, unless or until the succeeding or continuing corporation or other organization shall expressly assume the rights and obligations of the Corporation herein set forth. The Corporation further agrees that it will not cease its business activities or terminate its existence, other than as heretofore set forth in this Paragraph 12, without having made adequate provision for the fulfilling of its obligations hereunder. In the event of any default with respect to the provision of this Paragraph 12, the Director (or other obligee or obligees) shall have a continuing lien on all corporate assets, including already transferred assets, until such default be corrected.

13. AMENDMENT OF AGREEMENT

This Agreement may be revoked or amended in whole or in part by a writing signed by both the parties hereto.

14. GOVERNING LAW

This Agreement shall be governed by the laws of the State of West Virginia.

IN WITNESS WHEREOF, the said Corporation has caused this Agreement to be signed in its corporate name by its duly authorized officer, and impressed with its corporate seal, and properly attested to, and the said Director has hereunto set his hand and seal, all on the day and year first above written.

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Exhibit 10(1)

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Agreement”), is made and is effective as of the 1st day of February, 2005, between CITY HOLDING COMPANY, a West Virginia corporation (“Employer”), and CHARLES R. HAGEBOECK (“Employee”).

RECITALS

A. Employer wishes to employ Employee as its President and Chief Executive Officer and as President and Chief Executive Officer of its subsidiary, City National Bank of West Virginia (“City National”). For purposes of this Agreement, “Employer” shall include City National where the contact so requires.

B. Employer and Employee previously entered into an Amended and Restated Employment Agreement, effective as of November 18, 2003 (“Prior Agreement”), and now desire to amend such Prior Agreement as provided herein and to confirm such Agreement in all respects, including the amendments provided for herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Employment , Section 1 of the Prior Agreement is amended to read, in its entirety, as follows.

Employee is employed as President and Chief Executive Officer of Employer and President and Chief Executive Officer of City National. Employee shall have such duties and responsibilities as are commensurate with such positions. Employee accepts and agrees to such employment, subject to the general supervision and pursuant to the orders, advice and direction of Employer’s Boards of Directors. Employee shall perform such duties as are customarily performed by one holding such positions in other same or similar businesses or enterprises as that engaged in by Employer. If Employer, without the written consent of Employee, assigns to Employee duties which the Employee deems inconsistent with the title, position and status of President and Chief Executive Officer, such action at Employee’s option, to be exercised within 60 days of such change, shall constitute “Termination for Good Reason,” with the effect provided for in Section 6(d).

Exhibit 10(1)

2. Compensation .

(a) Section 3(a) of the Prior Agreement shall be amended to read, in its entirety, as follows:

For all services rendered by Employee to Employer under this Agreement, Employer shall pay to Employee a minimum annual salary at a rate not less than $325,000, payable in accordance with the payroll practices of Employer applicable to its officers.

(b) Section 3(b) of the Prior Agreement shall be amended to read, in its entirety, as follows:

Employee shall be paid a bonus at the end of each of Employer’s fiscal years, based on Employer’s Return on Equity, if Return on Equity is at least 12%, payable as follows: If Employer’s Return on Equity is 12%, Employee shall receive a bonus of 20% of Employee’s annual salary. If Return on Equity is greater than 12%, Employee shall receive a bonus of 20% of his annual salary, plus an additional 5% of annual salary for each 1% increase in Return on Equity over 12%. If Return on Equity results in a fraction of 1%, then the bonus shall be calculated based on the formula set forth above through the whole number of the percentage, plus the fractional portion of Return on Equity times 5%.

Any bonus shall be paid to Employee within 30 days of the issuance of Employer’s audited financial statements for a specified fiscal year. “Return on Equity” shall be determined on a consolidated basis in accordance with Generally Accepted Accounting Principles before extraordinary items. Unless otherwise approved in the discretion of the Board of Directors or its Executive Compensation Committee, no bonus shall be payable if Return on Equity is less than 12%. In the event that, during any fiscal year, Employee dies, is deemed to have voluntarily terminated his employment by reason of disability, is terminated without Just Cause, or terminates employment for Good Reason, the bonus provided for herein shall be prorated based on the number of days worked by Employee in the fiscal year of his termination of employment to the number of days in such fiscal year.

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Exhibit 10(1)

(c) Section 3 of the Prior Agreement shall be amended to add a new Subsection (1), which shall read, in its entirety, as follows:

For so long as Employee is employed by Employer, Employer shall pay one country club membership, including dues and fees, for Employee and shall reimburse Employee for expenses incurred with respect to businesses conducted at said country club, but not for personal costs and expenses.

3. Additional Termination Benefits; Survival . The Prior Agreement is hereby amended to provide for new Sections 9 and 10 to read, in their entirety, as follows:

9. Additional Compensation . Notwithstanding anything to the contrary in Section 6, in the event that Employee: (i) dies; (ii) becomes disabled; (iii) is terminated without Just Cause; or (iv) terminates pursuant to the last sentence of Section 1 or Subsection 8(g) hereof or for Good Reason, then in addition to any other compensation payable hereunder, Employee shall be paid a lump sum payment in an amount equal to Employee’s Termination Compensation (as defined in Subsection 6(a)). The additional compensation payable under this Section 9 shall be paid within thirty (30) days of Employee’s termination of employment except to the limited extent necessary to delay payment to avoid adverse tax consequences to Employee under Section 409A of the Internal Revenue Code of 19 6, as amended. For purposes of clarity, the parties agree that the payment provided for under this Section 9 shall not be payable in the event of voluntary termination of employment by Employee, except that such payment shall be made in the event of termination pursuant to the last sentence of Section 1 or Subsection 8(g) hereof or for Good Reason.

10. Survival . To the extent necessary to effectuate the terms of this Agreement, the terms of this Agreement, and the respective rights and obligation of the parties, which must survive the termination of Employee’s employment or the termination of this Agreement shall so survive. Without limiting the foregoing, Sections 5 , 6(a), 6(c), 6(d), 6(e), 6(g), 8(g) and 9 shall expressly survive the termination of this agreement.

4. No Other Changes . Except as amended hereby, the Prior Agreement shall remain in full force and effect, in all respects, in accordance with the terms thereof.

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Exhibit 10(1)

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.

Exhibit 10(m)

CHANGE IN CONTROL AGREEMENT

THIS CHANGE OF CONTROL AGREEMENT (“Agreement”) is by and between CITY HOLDING COMPANY (“Employer”), and DAVID BUMGARNER (“Employee”), recites and provides.

Recitals :

A. Employee is employed by Employer as Senior Vice President and Controller.

B. Employee is willing to make his/her services available to Employer on the terms and subject to the conditions set forth herein.

Agreement :

In consideration of the mutual covenants contained herein, the parties agree as follows:

“Good Reason” shall mean the occurrence at any time within 12 months after a Change of Control of any of the following events without Employee’s express written consent:

(a) the assignment to Employee of duties substantially inconsistent with the position held by Employee immediately prior to the Change of Control;

(b) a reduction by Employer in Employee’s base salary as then in effect.

(c) an involuntary relocation of Employee more than 40 miles from the location where Employee worked immediately prior to the Change of Control;

(d) any purported termination of the employment of Employee by Employer within 18 months after a Change of Control without “Just Cause.” “Just Cause” shall mean termination, for Employee’s personal dishonesty, gross incompetence, willful misconduct, breach of a fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or a final cease-and-desist order, conviction of a felony or of a misdemeanor involving moral turpitude, unethical business practices in connection with Employer’s business, or misappropriation of Employer’s assets or similarly serious violation of policy of City National Bank or City Holding Company. If the termination is for “Just Cause”, then no termination compensation shall be paid. It is expressly understood and agreed that this provision shall not in any way effect or change the at-will status of the Employee and this provision shall only be used in determining whether the Employee qualifies for termination compensation after a Change in Control as defined herein.

A “Change of Control” shall be deemed to have occurred if (i) any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) together with its affiliates, excluding CHCO and employee benefit plans of Employer, is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of securities of Employer representing 25% or more of the combined voting power of Employer’s then outstanding securities; or (ii) during the term of this Agreement as a result of a tender offer or exchange offer for the purchase of securities of Employer (other than such an offer by Employer for its own securities), or as a result of a proxy contest, merger, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any two-year period during the term of this Agreement constitute Employer’s Board of Directors, plus new directors whose election or nomination for election by Employer’s shareholders is approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of such two-year period, cease for any reason during such two-year period to constitute at least two-thirds of the members of such Board of Directors; or (iii) the shareholders of

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Employer approve a merger or consolidation of Employer with any other corporation or entity resulting in the other entity being the survivor; or (iv) the shareholders of Employer approve a plan of complete liquidation or winding-up of Employer or an agreement for the sale or disposition by Employer of all or substantially all of Employer’s assets; or (v) any event which Employer’s Board of Directors affirmatively determines should constitute a Change of Control. Notwithstanding anything in this Agreement to the contrary, if (i) Employee’s employment is terminated prior to a Change of Control, and (ii) Employee reasonably demonstrates that such termination (for Good Reason event) was at the request or suggestion of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change of Control, and (iii) such termination of Employee for good reason event occurred within three (3) months prior to an official 8(K) public announcement of the Change of Control, then for purposes of this Agreement, the Employee shall be entitled to the Change of Control benefits as set forth herein, effective on the date the Change of Control actually occurs.

“Termination Compensation” shall mean

2. No Obligation to Seek Other Employment . While receiving payments pursuant to this Agreement, Employee shall not be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Employee hereunder, and such amounts shall not be reduced or terminated whether or not Employee obtains other employment.

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3. Non-Competition/Non-Solicitation – If the employment of Employee terminates for any reason whatsoever (resignation, change in control, retirement, fired, etc.), and whether or not related to a Change of Control, then Employee agrees that he/she will not directly or indirectly, either as principal, agent, employee, employer, co-partner, or in any other individual or representative capacity whatsoever engage in the banking and/or the financial services business which includes, but is not limited to, commercial banking, consumer banking, retail banking, bank management, mortgage brokerage, bank marketing, bank product marketing, and the insurance and trust business, or the savings and loan business or mortgage business, or any other businesses in which the Company or its affiliates are involved. This no compete shall apply to the following geographical area: in any county of any state in which the Company or City National Bank maintains offices immediately prior to the “Change of Control”, as well as the counties of Kanawha, Putnam, Jackson, Cabell, Wayne, Mason, Lincoln, Doddridge, Marion, Raleigh, Summers, Fayette, Greenbrier, Nicholas, Braxton, Lewis, Monroe, Pocahontas, Mercer, Wood, Harrison, Jefferson, Berkeley, Morgan, Hampshire in West Virginia or the counties of Boyd, Carter, Greenup or Johnson in Kentucky, or the counties of Lawrence or Scioto in Ohio. This non-competition provision shall be in effect for one (1) year beginning immediately after the separation of employment. However, if litigation and/or arbitration is commenced by the Employer or Employee directly or indirectly pertaining to this non-competition provision or the non-solicitation provision herein below, then the non-competition and non-solicitation provision(s) herein shall begin upon separation of employment, continue through arbitration and/or litigation and terminate one (1) year after entry of a final non-appendable ruling by a court and/or arbitration tribunal of competent jurisdiction.

If the employment of Employee terminates for any reason whatsoever (resignation, change in control, retirement, fired, etc.), and whether or not related to a Change of Control, then for a period of one (1) year after employment with Employer, the Employee agrees not to solicit or assist any person in so soliciting, any depositors, customers or employees of the Company or its affiliates, or directly or indirectly induce or attempt to persuade any current or former employees of the Company or its affiliates to terminate their employment with the Company or its affiliates.

4. At-Will Status . Employee acknowledges, agrees and understands that he/she is an “at will” employee serving at the will and pleasure of the Employer. Employee understands, agrees and represents that this Change of Control Agreement and the terms herein in no way alters, amends or modifies the at-will status of the employee. Employee understands the full meaning of this paragraph.

5. The Employee agrees and understands that this entire Agreement (as well as employment) is being given to Employee in consideration of the no-compete and non-solicitation provisions herein and that at anytime the Employee

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violates the no-compete, non-solicitation or any other provision of this Agreement, then Employer has the right to seek proper relief, including stopping any termination compensation payments (if applicable), seek recoupment of amounts already paid (if applicable), obtain an injunction and avail itself to any other proper relief or remedy including money damages, if applicable.

6. Miscellaneous .

a. This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia without regard to conflicts of law principles thereof.

b. This Agreement constitutes the entire Agreement between Employee and Employer, with respect to the subject matter hereof, and supersedes all prior agreements with respect thereto.

c. Arbitration . All parties agree that any dispute related to this Agreement, shall be arbitrated in accordance with the Rules of the American Arbitration Association with each party to bear their own costs and attorneys’ fees. Such arbitration shall occur in Charleston, West Virginia before a panel of three (3) arbitrators with the selection of the arbitrators being made as follows: Employer selects one, Employee selects one and the two (2) arbitrators select a third arbitrator.

d. This Agreement may be executed in one or more counterparts, all of which, taken together, shall constitute one and the same instrument.

e. The Employee acknowledges that he/she has read this Agreement and has been given an opportunity to have counsel of his/her choice review this Agreement.

f. Any notice or other communication required or permitted under this Agreement shall be effective only if it is in writing and delivered in person or by reliable overnight courier service or deposited in the mails, postage prepaid, return receipt requested, addressed as follows:

To Employer:

City Holding Company

25 Gatewater Road

Cross Lanes, West Virginia 25313

(304) 769-1100

Attention: Corporate Secretary

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To Employee:

David Bumgarner

214 Bent Tree Estates

Scott Depot, WV 25560

g. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. It is understood and agreed that no failure or delay by Employer or Employee in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

7. Timely Notice . In order to receive termination compensation and the health insurance benefit set forth in numbered paragraph 1, the Employee agrees to notify City Holding Company in writing within 45 days of the “Good Reason” event that entitles the Employee to termination compensation. Failure to provide such written notice shall be deemed a full waiver of all termination compensation. It is specifically understood and agreed that this 45-day notice is a material condition precedent to the Employer’s obligation to pay these benefits. Employee fully understands the need for timely notice and agrees that termination compensation and health insurance will not be paid if notice is not given within 45 days of the “Good Reason” event.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

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AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Agreement”), is made and is effective as of the 25 ^th day of February , 2005, between CITY HOLDING COMPANY , a West Virginia corporation (“Employer”), and CRAIG G. STILWELL (“Employee”).

RECITALS

A. Employer wishes to employ Employee as its Executive Vice President of Retail Banking and as Executive Vice President of Retail Banking of its subsidiary, City National Bank of West Virginia (“City National”). For purposes of this Agreement, “Employer” shall include City National where the contact so requires.

B. Employer and Employee previously entered into an Amended and Restated Employment Agreement, effective as of November 18, 2003 (“Prior Agreement”), and now desire to amend such Prior Agreement as provided herein and to confirm such Agreement in all respects, including the amendments provided for herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Employment . Section 1 of the Prior Agreement is amended to read, in its entirety, as follows.

Employee is employed as Executive Vice President of Retail Banking of Employer and Executive Vice President of Retail Banking of City National. Employee shall have such duties and responsibilities as are commensurate with such positions. Employee accepts and agrees to such employment, subject to the general supervision and pursuant to the orders, advice and direction of Employer’s Chief Executive Officer. Employee shall perform such duties as are customarily performed by one holding such positions in other same or similar businesses or enterprises as that engaged in by Employer, and shall also additionally render such other services and duties as may be reasonably assigned to him from time to time by Employer’s Chief Executive Officer, consistent with his positions. If Employer, without the written consent of Employee, assigns to Employee duties which the Employee deems inconsistent with the title, position and status of

Executive Vice President of Retail Banking, such action at Employee’s option, to be exercised within 60 days of such change, shall constitute “Termination for Good Reason,” with the effect provided for in Section 6(d).

2. Additional Termination Benefits; Survival . The Prior Agreement is hereby amended to provide for new Sections 9 and 10 to read, in their entirety, as follows:

9. Additional Compensation . Notwithstanding anything to the contrary in Section 6, in the event that Employee: (i) dies; (ii) becomes disabled; (iii) is terminated without Just Cause; or (iv) terminates pursuant to the last sentence of Section 1 or Subsection 8(g) hereof or for Good Reason, except that, for purposes of this Section 9 only, “Good Reason” shall not include the provisions of Subsection 6(d)(v), unless one or more of the factors of Subsections 6(d)(i) to (iv) also occur, then in addition to any other compensation payable hereunder, Employee shall be paid a lump sum payment in an amount equal to Employee’s Termination Compensation (as defined in Subsection 6(a)). The additional compensation payable under this Section 9 shall be paid within thirty (30) days of Employee’s termination of employment except to the limited extent necessary to delay payment to avoid adverse tax consequences to Employee under Section 409A of the Internal Revenue Code of 1986, as amended. For purposes of clarity, the parties agree that the payment provided for under this Section 9 shall not be payable in the event of voluntary termination of employment by Employee, except that such payment shall be made in the event of termination pursuant to the last sentence of Section 1 or Subsection 8(g) hereof or for Good Reason.

10. Survival . To the extent necessary to effectuate the terms of this Agreement, the terms of this Agreement, and the respective rights and obligations of the parties, which must survive the termination of Employee’s employment or the termination of this Agreement shall so survive. Without limiting the foregoing, Sections 5, 6(a), 6(c), 6(d), 6(e), 6(g), 8(g) and 9 shall expressly survive the termination of this Agreement.

3. No Other Changes . Except as amended hereby, the Prior Agreement shall remain in full force and effect, in all respects, in accordance with the terms thereof.

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IN WITNESS WHEREOF , the parties have executed this Agreement as of the day and year first written above.

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