Chief Legal Officer Employment Agreement

Exhibit 10(p)

EMPLOYMENT AGREEMENT

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:

A. Employee has heretofore been employed and rendered services to Employer as Chief Legal Officer and Senior Vice President; B. Employer and Employee desire to replace the Executive Employment Agreement, dated April 23, 1997, with this Agreement; C. Employer considers the continued availability of Employee' s services to be important to the management and conduct of Employer' s business and desires to secure for itself the continued availability of Employee' s services; and

D. Employee is willing to make his services available to Employer on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: 1. Employment . Employee is employed as Chief Legal Officer and Senior Vice President of Employer. Employee shall have such duties and responsibilities as are commensurate with such positions. Employee hereby accepts and agrees to such employment, subject to the general supervision and pursuant to the orders, advice, and direction of Employer and its Board of Directors. Employee shall report to and be under the supervision of the 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, consistent with his positions.

2. Term of Employment . The term of this Agreement shall commence from and after the date hereof, and shall terminate on the day next preceding the second anniversary of the date hereof unless extended as provided herein. On each monthly anniversary date starting the first month after the date hereof, this Agreement will be automatically extended for an additional month; provided, however, that on any one month anniversary date either Employer or Employee may serve notice to the other party to fix the term to a definite two-year period from the date of such notice and no further automatic extensions will occur. Notwithstanding the foregoing, this Agreement will not be extended beyond the first day of the month coincident with or next following the date on which Employee attains age 65. The term of this Agreement as may be extended pursuant to this Section 2, or, as may be shortened in accordance with Section 5 or 6 hereof, is hereinafter referred to as the " Term."


1 3. Compensation .

a. For all services rendered by Employee to Employer under this Agreement, Employer shall pay to Employee, for the one-year period beginning on the date hereof, a minimum annual salary at a rate not less that $164,000, payable in accordance with the payroll practices of Employer applicable to all officers.

b. Employee shall participate in such incentive plans of Employer for which he may become eligible and designated a participant, as such plans may be modified from time to time.

c. After the first year following the date hereof, any salary increase payable to Employee shall be determined in accordance with Employer' s annual salary plan, and be based on Employer' s performance and the performance of Employee.

d. Except as otherwise specifically provided herein, for so long as Employee is employed by Employer, Employee also shall be paid, on the same basis as other officers of Employer, employee pension and welfare benefits and group employee benefits such as sick leave, vacation, group disability and health, life, and accident insurance and similar indirect compensation which Employer may from time to time extend to its officers; provided that Employee shall receive term life insurance coverage in an amount not less than Employee' s base salary times 2.5, but not to exceed $500,000. e. If during the Term of the Agreement Employee becomes eligible for retirement under Employer' s retirement plans and he retires, Employee may elect to continue receiving the health insurance coverage provided to Employee prior to retirement at a comparable rate available to other retired employees.

f. For so long as Employee is employed by Employer, Employer shall pay Employee' s reasonable country club dues and expenses. g. For so long as Employee is employed by Employer, Employer shall pay Employee' s reasonable civic club dues. h. For so long as Employee is employed by Employer, Employer will pay reasonable legal bar dues, bar association dues and reasonable costs of continuing legal education programs for Employee, and provide necessary legal books and similar materials to enable Employee to carry out his duties as Chief Legal Officer.

4. Covenants of Employee .

a. Subject to the limitations provided in Section 4(c), upon termination of Employee' s employment prior to the expiration of the Term, Employee will not directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever, be engaged as a legal officer in the

2

banking and financial services business, which includes consumer, savings, commercial banking and the insurance and trust businesses, or the savings and loan or mortgage banking business, or any other business in which the Employer or its Affiliates are engaged, anywhere in the state of West Virginia and in any county outside of West Virginia contiguous to West Virginia, nor will Employee solicit, or assist any other person in so soliciting, any depositors or customers of Employer or its Affiliates or induce any then or former employee of Employer or its Affiliates to terminate their employment with Employer or its Affiliates. The term " Affiliate" as used in this Agreement means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person. The term " Person" as used in this Agreement means any person, partnership, corporation, group or other entity.

b. If Employee' s employment is terminated by Employer or its Affiliates for Just Cause (as defined in Section 6(b) herein), Employee will not be subject to the provisions of Section 4(a).

c. If Employee' s employment is terminated by Employer or its Affiliates for reasons other than Just Cause (as defined in Section 6(b) herein) at any time, Employee will be subject to the provisions of Section 4(a) until the earlier of: (i) the first anniversary of Employee' s termination or (ii) the date as of which Employee elects to forego any further compensation under Section 6(c).

d. Notwithstanding any other provision of this Agreement to the contrary, if Employee voluntarily terminates his employment with Employer or its Affiliates in accordance with Section 6(d), Employee will not be subject to the provisions of Section 4(a).

e. During the Term of Employee' s employment hereunder and thereafter, and except as required by any court, supervisory authority or administrative agency or as may be otherwise required by applicable law, Employee shall not, without the written consent of the Board of Directors of Employer or a person authorized thereby, disclose to any person, other than an employee of Employer or an Affiliate thereof or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by Employee of his duties as an employee of Employer or an Affiliate, any confidential information obtained by him while in the employ of Employer, unless such information has become a matter of public knowledge at the time of such disclosure.

f. The covenants contained in this Section 4 shall be construed and interpreted in any judicial proceeding to permit their enforcement to the maximum extent permitted by law. Employee agrees that the restraints imposed herein are necessary for the reasonable and proper protection of Employer and its Affiliates and that each and every one of the restraints is reasonable in respect to such matter, length of time and the area. Empl ...