SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Commission File Number December 31, 1995 0-11733 CITY HOLDING COMPANY (Exact name of registrant as specified in its charter) West Virginia 55-0619957 (State of other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 3601 MacCorkle Avenue, Southeast Charleston, West Virginia 25304 (Address of principal offices) Registrant's telephone number, including area code: (304) 925-6611 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $2.50 PAR VALUE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90 days. [x] Yes [ ] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in part III of this Form 10-K or any amendment to this Form 10-K. [x] The aggregate market value of the voting stock held by nonaffiliates of the registrant based on the closing price as of March 27, 1996 (Registrant has assumed that all of its executive officers and directors are affiliates. Such assumption shall not be deemed to be conclusive for any other purpose): Aggregate Market Value -- $108,503,799 The number of shares outstanding of the issuer's common stock as of March 27, 1996: Common Stock, $2.50 Par Value -- 5,078,406 shares The total number of pages are 59 . EXHIBIT INDEX is located on page 16 . ----- ----- Page 1 of 59
DOCUMENTS INCORPORATED BY REFERENCE Documents Part of Form 10-K into which Document is incorporated Portions of the Annual Part I, Item 1; Part Report to Shareholders II, Items 5, 6, 7, of City Holding Company and 8; Part III, Item for the year ended 13; Part IV, Item 14. December 31, 1995. Portions of City Holding Part III, Items 10, Company's Proxy statement 11, 12 and 13. for the 1996 Annual Meeting of Shareholders. 2
FORM 10-K INDEX PART I Page Item 1. Business..................................................... 4 Item 2. Properties................................................... 9 Item 3. Legal Proceedings............................................ 9 Item 4. Submission of Matters to a Vote of Security Holders........................................... 9 PART II Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters................................ 10 Item 6. Selected Financial Data...................................... 10 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations................................................. 10 Item 8. Financial Statements and Supplementary Data.................. 10 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure..................... 10 PART III Item 10. Directors and Executive Officers of Registrant................................................. 11 Item 11. Executive Compensation....................................... 11 Item 12. Security Ownership of Certain Beneficial Owners and Management...................................... 11 Item 13. Certain Relationships and Related Transactions............................................... 11 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K........................................ 12 Signatures................................................... 15 Exhibit Index................................................ 16 3
PART I ITEM 1 BUSINESS (a) General Development of Business The Registrant, City Holding Company, is a West Virginia corporation chartered as of March 12, 1982. City Holding Company is a duly qualified bank holding company under the Bank Holding Company Act of 1956, as amended. City Holding Company currently has nine banking subsidiaries and three nonbanking subsidiaries (collectively, the "Subsidiaries"). All of the subsidiaries are wholly-owned. The Company acquired First Merchants Bancorp, Inc. and its subsidiary, Merchants National Bank, West Virginia in August 1995. Certain assets and liabilities of The Buffalo Bank of Eleanor (now Peoples State Bank) were purchased by City National in July 1995. In December 1994, the Company acquired Hinton Financial Corporation and its subsidiary, The First National Bank of Hinton, West Virginia. Also in 1994, the Company acquired the remaining 33% of the First National Bank - Beckley which was subsequently merged into First State Bank and Trust. During 1993, the Company formed two non-banking subsidiaries, City Mortgage Corporation, a full service mortgage banking company whose principal place of business is in Pittsburgh, Pennsylvania and City Financial Corporation, a full service securities brokerage and investment advisory company, whose principal place of business is in City National's main location. City Holding Company's third non-banking subsidiary is Hinton Financial Corporation, which owns all of the capital stock of The First National Bank of Hinton and does not conduct any additional business. (b) General Description of Business The banking Subsidiaries are engaged in the business of banking in West Virginia by receiving and paying deposits; by negotiating promissory notes, drafts, bills of exchange and other evidence of debt; by buying and selling exchange; by loaning money secured by personal or real property, or both; by dealing in securities and stocks without recourse solely upon order, and for the account of customers, except for purchases of investment securities for its account under limitations and restrictions imposed by regulations of the Comptroller of the Currency; by providing trust services; by supplying credit card services as a licensee of Visa and MasterCard; by providing safe deposit box facilities and miscellaneous other services rendered by a full service bank. In addition, the Company engages in a full-service securities brokerage and investment advisory business through City Financial Corporation and a full service mortgage banking company through City Mortgage Corporation. The City National Bank of Charleston is a community bank serving the Kanawha City section of Charleston and municipalities and rural areas to the east. The Bank operates eleven branches serving Kanawha and Putnam counties. The Peoples Bank of Point Pleasant, a state-chartered bank located in Point Pleasant, West Virginia, serves the western portion of Mason County. Point Pleasant's two branch banks located in Mason and New Haven serve the northern portion of Mason County. First State Bank & Trust, a state-chartered bank located in Rainelle, West Virginia, serves Greenbrier and Raleigh counties. First State Bank operates seven offices located in Rainelle (two offices), Rupert, Sophia, and Beckley (two offices), West Virginia. Bank of Ripley, a state-chartered bank, has two locations in Ripley, West Virginia, and serves Jackson County. Home National Bank of Sutton, operates a national bank located in Sutton, West Virginia and a branch located in Gassaway, West Virginia. 4
Blue Ridge Bank (Blue Ridge), a de novo institution chartered as a state-nonmember bank in 1992 is located in Martinsburg, West Virginia. Blue Ridge operates five offices located in Berkeley, Jefferson, and Morgan counties. Peoples State Bank, a state bank, has locations in Clarksburg and Bridgeport, West Virginia, serving Harrison County. The First National Bank of Hinton (Hinton), operates a national bank in Summers County. Merchants National Bank operates a national bank in Montgomery, West Virginia and two branches located in Gauley and Glasgow, West Virginia. City Holding Company's nine banking subsidiaries are consumer-oriented banks and it is anticipated they will continue to be operated as such. No material portion of the Subsidiaries' deposits are derived from a single person or a few persons, the loss of any one or more of which could have a material adverse effect on liquidity, capital, or other elements of financial performance. No material portion of the Subsidiaries' loans are concentrated within a single industry or group of related industries. City Holding Company operates as a multi-bank holding company and has no operations of its own. Consequently, it is dependent upon the Subsidiaries for cash necessary to pay expenses, dividends to its stockholders, and to meet debt service requirements. City Holding Company's business is not seasonal and has no foreign sources or applications of funds. There are no anticipated material capital expenditures, or any expected material effects on earnings or the Company's competitive position as a result of compliance with Federal, State and local provisions enacted or adopted relating to environmental protection. (c) Supervision and Regulation The following generally describes the regulation to which the Company and its banking Subsidiaries are subject. Bank holding companies and banks are extensively regulated under both federal and state law. To the extent that the following information describes statutory or regulatory provisions, it is qualified in its entirety by reference to the particular statutory provisions. Any change in applicable law or regulations may have a material effect on the business and prospects of the Company and its banking subsidiaries. BANK HOLDING COMPANIES The Company is registered as a "bank holding company" under the Bank Holding Company Act of 1956, as amended (the "BHCA"). Bank holding companies are subject to regulation by the Federal Reserve Board. Among other things, the BHCA imposes limitations on the acquisition of direct or indirect ownership or control of interests in banks and bank holding companies and, with certain exceptions, any company that is not a bank and prohibits a bank holding company from engaging in any business other than banking (as defined by the Federal Reserve Board to include certain businesses closely related to banking) or managing or controlling banks. BANKS City National Bank of Charleston, The Home National Bank of Sutton, The First National Bank of Hinton and Merchants National Bank are national banking associations, and are subject to supervision and regulation by the OCC, the Federal Reserve Board and the FDIC. The Peoples Bank of Point Pleasant, First State Bank and Trust, The Bank of Ripley, Peoples State Bank and Blue Ridge Bank are supervised and regulated by the West Virginia Board of Banking and Financial Institutions, the FDIC and the Federal Reserve Board. The various laws and regulations administered by the regulatory agencies affect corporate practices, 5
such as payment of dividends, incurring debt and acquisition of financial institutions and other companies, and affect business practices, such as payment of interest on deposits, the charging of interest on loans, types of business conducted and location of offices. LIMITS ON DIVIDENDS AND OTHER PAYMENTS. The Company is a legal entity separate and distinct from its Subsidiaries. Most of the Company's revenues result from dividends paid to the Company by those Subsidiaries. The right of the Company and shareholders of the Company, to participate in any distribution of the assets or earnings of any Subsidiary through the payment of such dividends or otherwise is necessarily subject to the prior claims of creditors of such Subsidiary, except to the extent that claims of the Company in its capacity as a creditor may be recognized. Moreover, there are various legal limitations applicable to the payment of dividends by the Company to its shareholders. Under federal law, the Company's Subsidiaries may not, subject to certain limited exceptions, make loans or extensions of credit to, or investments in the securities of, or take securities of the Company as collateral for loans to any borrower. The Company's Subsidiaries are also subject to collateral security requirements for any loans or extensions of credit permitted by such exceptions. The banking Subsidiaries are subject to various statutory restrictions on their ability to pay dividends to the Company. Under applicable regulations, at December 31, 1995, the banking subsidiaries could have paid aggregate dividends to the Company of $10.9 million without obtaining prior approval of their respective regulators. The payment of dividends by the Company and its banking Subsidiaries may also be limited by other factors, such as requirements to maintain adequate capital above regulatory guidelines and general prohibitions against "unsafe and unsound" practices. The ability of the Company's Subsidiaries to pay dividends in the future is, and is expected to continue to be, influenced by regulatory policies and by capital guidelines. The bank regulatory agencies have broad discretion in developing and applying policies and guidelines, in monitoring compliance with existing policies and guidelines, and in determining whether to modify such policies and guidelines. CROSS-GUARANTEE. Pursuant to the Financial Institutions Reform, Recovery, and Enforcement Act a depository institution insured by the FDIC can be held liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC after August 9, 1989, in connection with (i) the default of a commonly controlled FDIC insured depository institution or (ii) any assistance provided by the FDIC to a commonly controlled FDIC insured depository institution in danger of default. Liability of any bank Subsidiary of the Company under this "cross-guarantee" position could have a material adverse effect on the financial condition of any other bank Subsidiary and the Company. FDICIA; CAPITAL REQUIREMENTS; DEPOSIT INSURANCE. In December 1991, the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") became effective. FDICIA substantially revised the depository institution regulatory and funding provisions of the Federal Deposit Insurance Act and revised several other federal banking statutes. Among other things, FDICIA requires the federal banking regulators to take prompt corrective action with respect to depository institutions that do not meet minimum capital requirements. FDICIA establishes five capital tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. Pursuant to regulations adopted by bank regulators, as of December 31, 1995, each of the Company's bank Subsidiaries that are not classified as at least 6
"adequately capitalized" are subject to restrictions on their ability to make subject to growth limitations and may be required to submit capital restoration plans. For purposes of assessing deposit insurance premiums, banks are assigned to one of the following three capital groups based on their capital levels: "well-capitalized", "adequately capitalized" and "undercapitalized". Banks in each of these three groups are further classified into three subgroups based upon the level of supervisory concern with respect to each bank. The resulting matrix creates nine assessment risk classifications to which are assigned deposit insurance premiums ranging from .04% from the best capitalized, healthiest institutions, to .27% for undercapitalized institutions with substantial supervisory concern. The banking Subsidiaries of City Holding Company have been informed that the premium for the first semiannual assessment period beginning January 1, 1996, will be .04% of insured deposits or $1,000, whichever is greater. This assessment will not materially affect the Subsidiary banks' earnings. Capital guidelines applicable to the Company are discussed in further detail under the caption "Managements' Discussion and Analysis of Financial Condition and Results of Operations -- Capital Resources," at page 12 of the Company's 1995 Annual Report to Shareholders, which discussion is incorporated by reference herein. INTERSTATE BANKING Pursuant to federal legislation, as of September 1995, restrictions on interstate acquisitions were abolished, permitting bank holding companies from any state to acquire banks and bank holding companies located in any other state, subject to certain conditions, including nationwide and state-imposed concentration limits. Banks will also be permitted to branch across state lines by merger, acquisition or de novo, effective June 1, 1997 (unless earlier permitted by state law), provided that certain conditions are met, including that applicable state law must expressly permit such interstate branching. The Company is unable to predict how this legislation will affect it or its banking Subsidiaries. MONETARY POLICY, GOVERNMENT REGULATION City Holding Company and Subsidiaries are affected by the monetary and fiscal policies of various agencies of the United States Government, including the Federal Reserve System. In view of changing conditions in the national economy and in the money markets, it is impossible to accurately predict future changes in monetary policy or the effect of such changes on the business or financial condition of City Holding Company and its subsidiaries. Other legislative and regulatory proposals regarding changes in banking, and the regulation of banks, thrifts and other financial institutions, are being considered by the executive branch of the Federal government and Congress. Certain of these proposals, if adopted, could significantly change the regulation of banks and the financial services industry. It cannot be predicted whether any of these proposals will be adopted or, if adopted, how these proposals will affect the Company. (d) Employees As of December 31, 1995, City Holding Company and Subsidiaries employed 578 associates. Employee relations within the Subsidiaries are considered to be satisfactory. One officer-director of The City National Bank of Charleston serves as an officer of City Holding Company, but receives no remuneration therefor. 7
(e) Statistical Information The information noted below is provided pursuant to Guide 3 -- Statistical Disclosure by Bank Holding Companies. Page references are to the Annual Report to Shareholders for the year ended December 31, 1995 and such pages are incorporated herein by reference. Page Description of Information Reference 1. DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL a. Average Balance Sheets 4 b. Analysis of Net Interest Earnings 5 c. Rate Volume Analysis of Changes in Interest Income and Expense 5 2. INVESTMENT PORTFOLIO a. Book Value of Investments 7 b. Maturity Schedule of Investments 7 c. Securities of Issuers Exceeding 10% of Stockholders' Equity 7 3. LOAN PORTFOLIO a. Types of Loans 8 b. Maturities and Sensitivity to Changes in Interest Rates 8 c. Risk Elements 9, 10 d. Other Interest Bearing Assets N/A 4. SUMMARY OF LOAN LOSS EXPERIENCE 10, 11 5. DEPOSITS a. Breakdown of Deposits by Categories, Average Balance and Average Rate Paid 4 b. Maturity Schedule of Time Certificates of Deposit and Other Time Deposits of $100,000 or More 8 6. RETURN ON EQUITY AND ASSETS 1 8
ITEM 2 PROPERTIES City Holding Company and its subsidiaries own the facilities maintained as the Company's headquarters and generally own all of the facilities maintained as operating facilities by the subsidiaries. Those facilities not owned by the Company are maintained under long term lease agreements. The properties owned or leased by the Company consist generally of the main offices, and twenty seven (27) branch locations. All of the properties are suitable and adequate for their current operations and are generally being fully utilized. ITEM 3 LEGAL PROCEEDINGS There are various legal proceedings pending to which City Holding Company and/or its subsidiaries are parties. These proceedings are incidental to the business of City Holding Company and its subsidiaries and, after reviewing the matters and consulting with counsel, management is of the opinion that the ultimate resolution of such matters will not materially affect the consolidated financial statements. ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report. 9
PART II ITEM 5 MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS Page 2 of the Annual Report to Shareholders of City Holding Company for the year ended December 31, 1995, included in this report as Exhibit 13, is incorporated herein by reference. ITEM 6 SELECTED FINANCIAL DATA Selected Financial Data on page 1 of the Annual Report to Shareholders of City Holding Company for the year ended December 31, 1995, included in this report as Exhibit 13, is incorporated herein by reference. ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's Discussion and Analysis of Financial Condition and Results of Operations on pages 2 through 13 of the Annual Report to Shareholders of City Holding Company for the year ended December 31, 1995, included in this report as Exhibit 13, is incorporated herein by reference. ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The report of independent auditors and consolidated financial statements, included on pages 14 through 32 of the Annual Report to Shareholders of City Holding Company for the year ended December 31, 1995, included in this report as Exhibit 13, are incorporated herein by reference. ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None 10
PART III ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT The information required by Item 10 of FORM 10-K appears in the Company's 1996 Proxy Statement to be filed within 120 days of fiscal year end under the captions "ELECTION OF DIRECTORS" and "EXECUTIVE OFFICERS". ITEM 11 EXECUTIVE COMPENSATION The information required by Item 11 of FORM 10-K appears in the Company's 1996 Proxy Statement under the caption "EXECUTIVE COMPENSATION". ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required by Item 12 of FORM 10-K appears in 2 of the Company's 1996 Proxy Statement under the caption "OWNERSHIP OF EQUITY SECURITIES". ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by Item 13 of FORM 10-K appears in the Company's 1996 Proxy Statement under the caption "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" and in NOTE TWELVE of Notes to Consolidated Financial Statements appearing at page 27 of the Company's Annual Report to Shareholders for the year ended December 31, 1995, included in this report as Exhibit 13, and incorporated herein by reference. 11
PART IV ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Financial Statements Filed; Financial Statement Schedules The following consolidated financial statements of City Holding Company and subsidiaries, included in the Company's Annual Report to Shareholders for the year ended December 31, 1995, are incorporated by reference in Item 8: Exhibit 13 Page Number Report of Independent Auditors 14 Consolidated Balance Sheets - December 31, 1995 and 1994 15 Consolidated Statements of Income - years ended December 31, 1995, 1994 and 1993 16 Consolidated Statements of Changes in Stockholders' Equity - years ended December 31, 1995, 1994 and 1993 17 Consolidated Statements of Cash Flows - years ended December 31, 1995, 1994 and 1993 18 Notes to Consolidated Financial Statements - December 31, 1995 19 - 32 On the following page appears the independent auditors report of Persinger & Company, LLC on the Consolidated Financial Statements of Hinton Financial Corporation and Subsidiary for the years December 31, 1994, 1993 and 1992. 12
INDEPENDENT AUDITOR'S REPORT To the Board of Directors Hinton Financial Corporation Hinton, West Virginia We have audited the accompanying consolidated balance sheets of Hinton Financial Corporation and Subsidiary as of December 31, 1994, and 1993, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1994, (not presented separately, herein). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Hinton Financial Corporation and Subsidiary as of December 31, 1994, and 1993, and the results of their operations and their cash flow for each of the years in the three-year period ended December 31, 1994, in conformity with generally accepted accounting principles. /s/ PERSINGER & COMPANY, LLC Beckley, West Virginia January 6, 1995 13
FINANCIAL SCHEDULES I AND II UNDER ARTICLE 9 OF REGULATION S-X ARE NOT APPLICABLE. (b) Reports on Form 8-K None (c) Exhibits The exhibits listed in the EXHIBIT INDEX on pages 16 through 18 of this FORM 10-K are filed herewith or incorporated by reference from previous filings. 14
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CITY HOLDING COMPANY (Registrant) /s/STEVEN J. DAY Steven J. Day, President/Director (Principal Executive Officer) /s/ROBERT A. HENSON Robert A. Henson, Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Act of 1934, this registration statement has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 11, 1996. /s/SAMUEL M. BOWLING /s/C. SCOTT BRIERS Samuel M. Bowling, C. Scott Briers, Director Director /s/DR. D.K. CALES /s/STEVEN J. DAY Dr. D. K. Cales, Steven J. Day, Director Director/President /s/ROBERT D. FISHER /s/JACK E. FRUTH Robert D. Fisher, Jack E. Fruth, Director Director /s/JAY GOLDMAN /s/CARLIN K. HARMON Jay Goldman, Carlin K. Harmon, Director Director/Executive Vice President /s/DALE NIBERT C. Dallas Kayser, Dale Nibert, Director Director /s/OTIS L. O'CONNOR /s/BOB F. RICHMOND Otis L. O'Connor, Bob F. Richmond, Director Director /s/MARK H. SCHAUL /s/VAN R. THORN Mark H. Schaul, Van R. Thorn, Director Director /s/GEORGE F. DAVIS /s/HUGH R. CLONCH George F. Davis, Hugh R. Clonch, Director/Executive Vice President Director 15
EXHIBIT INDEX The following exhibits are filed herewith or are incorporated herein by reference. Prior Filing Exhibit Reference or Page Number Description Number Herein 3(a) Articles of Incorporation of I City Holding Company 3(b) Articles of Amendment to the II Articles of Incorporation of City Holding Company, dated March 6, 1984 3(c) Articles of Amendment to the III Articles of Incorporation of City Holding Company, dated March 4, 1986 3(d) Articles of Amendment to the IV Articles of Incorporation of City Holding Company, dated September 29, 1987 3(e) Articles of Amendment to the Articles of Incorporation of City Holding Company, dated May 6, 1991 V 3(f) Articles of Amendment to the Articles of Incorporation of City Holding Company, dated May 7, 1991 V 3(g) By-laws of City Holding Company I 3(h) Amendment to the By-laws of III City Holding Company, dated February 14, 1985 3(i) Amendment to the By-laws of III City Holding Company, dated March 4, 1986 3(j) Amendment to the By-laws of III City Holding Company, dated May 1, 1986 16
3(k) Amendment to the By-laws of III City Holding Company, dated February 5, 1987 3(l) Amendment to the By-laws of VI City Holding Company, dated November 3, 1988 3(m) Articles of Amendment to the Articles of Incorporation of City Holding Company, dated August 1, 1994 VIII 4 Amendment and Restated Rights Agreement, dated as of May 7, 1991, between the Company and Sovran Bank, N.A. (predecessor to Nations Bank, N.A.), as Rights Agent VII 10 Agreement dated June 5, 1986, by III and between Steven J. Day and City Holding Company 11 Statement Re: Computation of Per Share Earnings 19 13 City Holding Company Annual Report to Shareholders for Year Ended December 31, 1995 20 22 Subsidiaries of City Holding Company 55 24(a) Consent of Ernst & Young LLP 56 24(b) Consent of Persinger & Company, LLC 57 27 Financial Data Schedule for the year ending December 31, 1995 58 I Attached to, and incorporated by reference from Amendment No. 1 to City Holding Company's Registration Statement on Form S-4, Registration No. 2-86250, filed November 4, 1983, with the Securities and Exchange Commission. 17
II Attached to, and incorporated by reference from City Holding Company's Form 8-K Report dated March 7, 1984, and filed with the Securities and Exchange Commission on March 22, 1984. III Attached to, and incorporated by reference from City Holding Company's Form 10-K Annual Report dated December 31, 1986, and filed March 31, 1987, with the Securities and Exchange Commission. IV Attached to and incorporated by reference from City Holding Company's Registration Statement on Form S-4, Registration No. 33-23295, filed with the Securities and Exchange Commission on August 3, 1988. Attached to, and incorporated by reference from City Holding Company's Form 10-K Annual Report dated December 31, 1991, and filed March 17, 1992, with the Securities and Exchange Commission. V Attached to, and incorporated by reference from City Holding Company's Form 10-K Annual Report dated December 31, 1991, and filed March 17, 1992, with the Securities and Exchange Commission. VI Attached to, and incorporated by reference from City Holding Company's Form 10-K Annual Report dated December 31, 1988, and filed March 30, 1989, with the Securities and Exchange Commission. VII Attached to, and incorporated by reference from City Holding Company's Form 8-K Current Report dated May 7, 1991, and filed May 14, 1991, with the Securities and Exchange Commission. VIII Attached to, and incorporated by reference from City Holding Company's Form 10-Q Quarterly Report dated September 30, 1994 and filed November 14, 1994, with the Securities and Exchange Commission. 18