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

Grant of Option.   Subject to the terms and conditions of this 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 intended to qualify as an option of the type described in Section 422 of the Code (“Qualified Stock Option”).

Vesting Schedule.   Subject to any conflicting limitations in the Agreement, the Option shall become immediately vested and exercisable.  The Option shall be exercisable prior to the tenth anniversary of the date of grant (hereinafter the “Expiration Date”).   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”); provided, however, that the Option may not be exercised at any time on or after the Expiration Date.

Continuous Employment Required .  Except as otherwise provided in this Section, a Participant must be an employee of the Corporation from the date of grant of a Qualified Stock Option until the date that is three (3) months prior to the exercise of the Qualified Stock Option.  If a Participant is terminated due to a permanent disability, said Participant must be an employee of the Corporation from the grant of a Qualified Stock Option until one (1) year prior to the exercise of the Qualified Stock Option.  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 Expiration 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 ninety (90) days 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 Expiration 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 ninety (90) days from the date of such retirement.

Permanent Disability .  If a Participant’s continuous employment terminates prior to the Expiration 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 until the earlier of (i) the expiration of the stated term of the Option, or (ii) one (1) year after a Participant’s continuous employment with the Corporation is terminated by reason of a permanent disability as established pursuant to this subsection (e) of Section 5.

Death .  If a Participant’s continuous employment terminates by reason of his or her death prior to the Expiration Date, then the Vested Options of the deceased Participant may be exercised during the period the Option would have been exercisable if the deceased Participant had not died and had remained in employment, by the person or persons (including his or her estate) to whom his or her rights under such Option shall have passed by will