City Holding Co Sample Contracts

Exhibit 1 AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • August 17th, 1998 • City Holding Co • National commercial banks • West Virginia
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SECOND SUPPLEMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • August 14th, 1998 • City Holding Co • National commercial banks
GUARANTEE AGREEMENT CITY HOLDING COMPANY Dated as of March 27, 2008
Guarantee Agreement • May 12th, 2008 • City Holding Co • National commercial banks • New York

This GUARANTEE AGREEMENT (the "Guarantee"), dated as of March 27, 2008, is executed and delivered by City Holding Company, incorporated in West Virginia (the "Guarantor"), and Wells Fargo Bank, National Association, a national banking association, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of City Holding Capital Trust III, a Delaware statutory trust (the "Issuer").

and
Rights Agreement • June 22nd, 2001 • City Holding Co • National commercial banks • West Virginia
BY AND AMONG
Asset Purchase Agreement • October 10th, 1997 • City Holding Co • National commercial banks • West Virginia
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2004 • City Holding Co • National commercial banks • West Virginia

THIS EMPLOYMENT AGREEMENT (“Agreement”) effective as of November 18, 2003, between CITY HOLDING COMPANY, a West Virginia corporation (“Employer”), and Charles R. Hageboeck (“Employee”), recites and provides.

WITNESSETH:
Stock Option Agreement • August 17th, 1998 • City Holding Co • National commercial banks • West Virginia
CITY HOLDING COMPANY
Indenture • October 18th, 2016 • City Holding Co • National commercial banks • New York

This INDENTURE (the “Indenture”) dated as of [________________] is between City Holding Company, a West Virginia corporation (the “Company”), and [__________________] as trustee (the “Trustee”).

WITNESSETH:
Stock Option Agreement • August 14th, 1998 • City Holding Co • National commercial banks • West Virginia
EMPLOYMENT AGREEMENT
Employment Agreement • July 31st, 2007 • City Holding Co • National commercial banks • West Virginia

THIS EMPLOYMENT AGREEMENT (“Agreement”) is effective as of July 25, 2007, and is among CITY HOLDING COMPANY, a West Virginia corporation (the “Company”), CITY NATIONAL BANK OF WEST VIRGINIA, a national banking association (“City National”), and Craig G. Stilwell (“Employee”). The Company and City National are referred to collectively herein as the “Employer.”

AGREEMENT AND PLAN OF MERGER dated as of July 11, 2018 by and between CITY HOLDING COMPANY and POAGE BANKSHARES, INC.
Agreement and Plan of Merger • July 12th, 2018 • City Holding Co • National commercial banks • West Virginia

THIS AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”) dated as of July 11, 2018 (hereinafter referred to as the “Agreement Date”), is entered into by and between CITY HOLDING COMPANY, a West Virginia corporation (hereinafter referred to as “City”), and POAGE BANKSHARES, INC., a Maryland corporation (hereinafter referred to as “Poage”).

CHANGE IN CONTROL AND TERMINATION AGREEMENT
Change in Control and Termination Agreement • March 7th, 2006 • City Holding Co • National commercial banks • West Virginia

THIS CHANGE IN CONTROL AND TERMINATION AGREEMENT (“Agreement”) made as of June, 28, 2004 among CITY HOLDING COMPANY, (“Employer”), and JOHN A. DERITO (“Employee”), recites and provides:

At Market Issuance Sales Agreement
Holding Company • December 19th, 2016 • City Holding Co • National commercial banks • New York

City Holding Company, a West Virginia corporation (the “Company”), confirms its agreement (this “Agreement”), with Keefe, Bruyette & Woods, Inc. (“KBW” or the “Distribution Agent”) as follows:

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2005 • City Holding Co • National commercial banks

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

STOCK OPTION AGREEMENT PURSUANT TO THE CITY HOLDING COMPANY 2003 INCENTIVE PLAN
Stock Option Agreement • March 15th, 2005 • City Holding Co • National commercial banks

Notwithstanding the foregoing, this Option shall be fully exercisable (in whole or in part at the discretion of the holder) on and after a Control Change Date and during the period (i) beginning on the first day following any tender or exchange offer for shares of Common Stock (other than one made by the Company and provided that shares of Common Stock are acquired pursuant to such offer and (ii) ending on the thirtieth day following the expiration of such offer).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 12th, 2018 • City Holding Co • National commercial banks • West Virginia

THIS AGREEMENT AND PLAN OF MERGER, dated as of July 11, 2018 (hereinafter referred to as this “Agreement”), by and among CITY HOLDING COMPANY, a West Virginia corporation (hereinafter referred to as “City”), FARMERS DEPOSIT BANCORP, INC., a Kentucky corporation (hereinafter referred to as “Farmers”) and FARMERS DEPOSIT BANK, a Kentucky state-chartered bank (“Farmers Deposit Bank”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 7th, 2006 • City Holding Co • National commercial banks • West Virginia

THIS EMPLOYMENT AGREEMENT (“Agreement”) dated March 14, 2002, by and between CITY HOLDING COMPANY, a West Virginia corporation (“Employer”), and JOHN W. ALDERMAN, III (“Employee”) recites and provides:

RESTRICTED STOCK AWARD AGREEMENT Pursuant to the City Holding Company
Restricted Stock Award Agreement • July 16th, 2009 • City Holding Co • National commercial banks

This Agreement (“Agreement”) is made this ___15th__ day of July 2009 (“Date of Award”), by and between City Holding Company (the “Company”) and (“Participant”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2011 • City Holding Co • National commercial banks

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Agreement”) is effective as of December 19, 2011, and is among CITY HOLDING COMPANY, a West Virginia corporation (the “Company”), CITY NATIONAL BANK OF WEST VIRGINIA, a national banking association (“City National”), and Craig G. Stilwell (“Employee”). The Company and City National are referred to collectively herein as the “Employer.”

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2005 • City Holding Co • National commercial banks

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”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 3rd, 2007 • City Holding Co • National commercial banks • West Virginia

THIS EMPLOYMENT AGREEMENT (“Agreement”) is effective as of July 25, 2007, and is among CITY HOLDING COMPANY, a West Virginia corporation (the “Company”), CITY NATIONAL BANK OF WEST VIRGINIA, a national banking association (“City National”), and John W. Alderman III (“Employee”). The Company and City National are referred to collectively herein as the “Employer.”

AGREEMENT AND PLAN OF MERGER by and among COMMUNITY FINANCIAL CORPORATION, INC. COMMUNITY BANK, CITY HOLDING COMPANY, and CITY NATIONAL BANK OF WEST VIRGINIA August 2, 2012
Agreement and Plan of Merger • August 7th, 2012 • City Holding Co • National commercial banks • West Virginia

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is dated as of August 2, 2012, by and among Community Financial Corporation, Inc. a Virginia corporation (“Community Financial”), Community Bank, a federal savings association (“Community Bank”), City Holding Company, a West Virginia corporation (“CHC”), and City National Bank of West Virginia, a national banking association (“City National”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2011 • City Holding Co • National commercial banks

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Agreement”) is effective as of December 19, 2011, and is among CITY HOLDING COMPANY, a West Virginia corporation (the “Company”), CITY NATIONAL BANK OF WEST VIRGINIA, a national banking association (“City National”), and Charles R. Hageboeck (“Employee”). The Company and City National are referred to collectively herein as the “Employer.”

STOCK OPTION AGREEMENT PURSUANT TO THE CITY HOLDING COMPANY 1993 STOCK INCENTIVE PLAN
Stock Option Agreement • March 15th, 2005 • City Holding Co • National commercial banks

* An installment becomes exercisable when the closing price for the Common Shares reported on Nasdaq-NMS (or other exchange on which the Common Shares are then traded) is equal to or greater than the price set forth in the table for at least 20 consecutive trading days. In the absence of a trading market, the market price shall be reasonably determined in good faith by the Company’s Board of Directors.

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 2nd, 2005 • City Holding Co • National commercial banks • West Virginia

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

AGREEMENT AND PLAN OF MERGER by and among VIRGINIA SAVINGS BANCORP, INC., VIRGINIA SAVINGS BANK, F.S.B., CITY HOLDING COMPANY, and CITY NATIONAL BANK OF WEST VIRGINIA November 14, 2011
Agreement and Plan of Merger • November 14th, 2011 • City Holding Co • National commercial banks • West Virginia

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is dated as of November 14, 2011, by and among Virginia Savings Bancorp, Inc., a Virginia corporation (“Virginia Bancorp”), Virginia Savings Bank, FSB, a federal savings bank (“Virginia Savings”) , City Holding Company, a West Virginia corporation (“CHC”), and City National Bank of West Virginia, a national banking association (“City National”).

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • March 11th, 2019 • City Holding Co • National commercial banks • New York

THIS SECOND SUPPLEMENTAL INDENTURE dated as of December 7, 2018, is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (herein, together with its successors in interest, the “Trustee”), City Holding Company, a West Virginia corporation (the “Successor Company”), and Poage Bankshares, Inc., a Maryland corporation (the “Company”), under the Indenture referred to below.

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