SUMMIT FINANCIAL GROUP, INC. FORM OF NON-QUALIFIED STOCK OPTION GRANT AGREEMENT FOR OFFICERS

Grant of Option.   Subject to the terms and conditions of this Non-Qualified Stock Option Grant Agreement (“Agreement”) and the 2009 Officer Stock Option Plan (“Plan”), dated ____________, 2009, which has been adopted by SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation (“Corporation”) and which is incorporated herein by reference, an Option to purchase a total of _____ shares of $2.50 par value common stock of the Corporation’s Common Stock at a price of ___________________ Dollars and ___ Cents ($______) per share is hereby granted to _____________________ (“Participant”) as of the date of this Agreement as affixed below with its execution (“Date of Grant”).

Inclusion of Parent, Subsidiary and Successor Corporations.   For purposes of this Agreement, employment by a parent and or subsidiary of the Corporation shall be considered employment by the Corporation.  As used in this Section, the term “Corporation” shall include the parent and all present and future subsidiaries of the Corporation as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (‘Code’).  This Agreement shall be binding upon any successor or successors of the Corporation and reference herein to the Corporation, unless clearly inapplicable, shall be deemed to include any such successor or successors of the Corporation.

Qualified Stock Option.   This option is not of the type described in Section 422(b) or 423(b) of the Code (“Non-Qualified Stock Option”).

Vesting Schedule.   Subject to any conflicting limitations in the Agreement, the Option shall become immediately vested and exercisable.  Immediately upon the date of grant, the Participant  may purchase up to one hundred percent (100%) of the total shares subject to this option which represent _____% of the Total Number of Common Stock Shares Under Option.

Termination of Option.

The Option and all rights granted under this Agreement with respect to the Option, to the extent not previously exercised, shall terminate and become null and void on and after the ____________ anniversary of the Date of Grant (“Termination Date”).

Continuous Employment Required .  Except as otherwise provided in this Section, a Participant may exercise Vested Options while he or she is an employee if he or she has maintained since the date of the grant of the Option continuous status as an employee.  An employment relationship will be treated as continuing while the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed ninety (90) days, or, if longer, the Participant’s right to re-employment is guaranteed either by statute or by contract.  Employment shall be defined in accordance with the provisions of Section 1.421-1(h) of the Income Tax Regulations or any successor regulations, and if this Option shall be assumed or a new Option substituted therefore in a transaction to which Code Section 424(a) applies, employment by such successor corporation shall be considered for all purposes of this Option to be Employment by the Corporation.

Termination .  In the event of termination of the employment of a Participant prior to the Termination Date by either the Participant or the Corporation to whom an Option has been granted under the Plan, other than a termination of employment by reason of retirement (as defined in subsection (d) of this Section 5), permanent disability (as defined in subsection (e) of this Section 5), or death, the

Participant may exercise such Vested Options until the earlier of (i) the expiration of the stated term of the Option, or (ii) a period of one (1) year from the date of such termination.

Retirement .  If a Participant’s continuous employment with the Corporation terminates by reason of his or her retirement, pursuant to the definition in the Plan, from the Corporation at a retirement date authorized by the Committee prior to the Termination Date, the retired Participant, may exercise Vested Options until the shorter of (i) the expiration of the stated term of the Option or (ii) for a period of one (1) year from his or her retirement date.

Permanent Disability .  If a Participant’s continuous employment terminates prior to the Termination Date by reason of a permanent disability, as defined in Code Section 22(e)(3) of the Code, as amended from time to time, and as determined by the Committee in its discretion based upon such documentation and information as the Committee may require the Participant to submit for purposes of establishing permanent disability pursuant to this subsection (e) of Section 5, then a Participant who is determined to be permanently disabled pursuant to this subsection (e) of Section 5 may exercise Vested Options during the period the Option would have been exercisable if the permanently disabled Participant had not been permanently disabled and had remained in employment.

Death .  If a Participant’s continuous employment terminates by reason of his or her death prior to the Termination Date, then the Vested Options of the deceased Participa