Classic Bancshares, Inc. Shareholders Approve Merger With City Holding Company

Charleston,  West  Virginia - City Holding  Company,  "City"  (NASDAQ:CHCO)  and
Classic Bancshares, Inc., "Classic" (NASDAQSC: CLAS) have jointly announced that
Classic's  shareholders  approved  the  merger  with City at  Classic's  special
shareholders  meeting held today.  The  consummation  of City's  acquisition  of
Classic  and the merger of  Classic's  affiliate,  Classic  Bank,  with and into
City's  affiliate,  City  National  Bank  of West  Virginia  is  expected  to be
completed on May 20, 2005.  The merger,  which was  announced in December  2004,
received the approval of all required regulatory agencies in April 2005.

     With the completion of the  acquisition of Classic,  City will grow to $2.6
billion in assets and will become the largest  commercial  banking  franchise in
the  Huntington/Ashland  MSA with $361 million in  deposits,  13 branches and 14
ATMs. Classic, and its subsidiary, Classic Bank, will add $330 million in assets
and 10 branches to the combined franchise,  which will now operate 66 offices in
West Virginia, Kentucky and Ohio.

     Under the  terms of the  transaction,  Classic  shareholders  will  receive
0.9624  shares of City common stock and $11.08 in cash for each share of Classic
stock owned by them. The  stock-and-cash  transaction is valued at $78.4 million
and will be accounted for under the purchase method of accounting.

     City's President and Chief Executive Officer,  Skip Hageboeck,  stated, "We
are pleased to welcome  Classic's  excellent  staff,  customers and shareholders
into the City family.  Employees at both City and Classic have worked diligently
to ensure that this business integration was conducted  prudently,  promptly and
in the most mutually  beneficial manner for our organizations and our customers.
We congratulate  and thank everyone whose excellent work has contributed to this
effort."

     David Barbour, President and Chief Executive Officer of Classic, added, "We
are excited to be joining City.  City is a high  performing  banking company and
has a solid record of achieving extraordinary results for its shareholders while
delivering  quality  products and services to its customers.  We look forward to
our future as one strong  community bank dedicated to serving the best interests
of shareholders, customers, employees and communities."


Forward-Looking Information
This news release contains certain forward-looking  statements that are included
pursuant to the safe harbor  provisions  of the  Private  Securities  Litigation
Reform Act of 1995. Such information involves risks and uncertainties that could
result in the Company's  actual results  differing  from those  projected in the
forward-looking statements. Important factors that could cause actual results to
differ  materially  from  those  discussed  in such  forward-looking  statements
include,  but are not limited to, (1) the Company may incur additional loan loss
provision due to negative credit quality trends in the future that may lead to a
deterioration  of asset quality;  (2) the Company may not continue to experience
significant recoveries of previously charged-off loans and the Company may incur
increased charge-offs in the future; (3) the Company may experience increases in
the  default  rates  on  previously  securitized  loans  that  would  result  in
impairment  losses,  (4) the  Company  could  have  adverse  legal  actions of a
material nature, (5) the Company may face competitive loss of customers, (6) the
Company  may be unable to manage its  expense  levels,  (7) the Company may have
difficulty retaining key employees, (8) changes in the interest rate environment
may have results on the Company's  operations  materially  different  from those
anticipated by the Company's  market risk management  functions,  (9) changes in
general economic conditions and increased competition could adversely affect the
Company's  operating  results,  (10) changes in other regulations and government
policies  affecting  bank holding  companies and their  subsidiaries,  including
changes in monetary  policies,  could negatively impact the Company's  operating
results,  and (11) the  Company may  experience  difficulties  growing  loan and
deposit balances.  Forward-looking  statements made herein reflect  management's
expectations  as of the date such  statements  are  made.  Such  information  is
provided to assist stockholders and potential investors in understanding current
and anticipated  financial operations of the Company and is included pursuant to
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995.  The  Company  undertakes  no  obligation  to update  any  forward-looking
statement  to reflect  events or  circumstances  that arise  after the date such
statements are made.