SUMMIT FINANCIAL CORPORATION
                        1999 INCENTIVE STOCK OPTION PLAN


1.  PURPOSE

     The purpose of the Summit Financial Corporation 1999 Incentive Stock Option
Plan  (the  "1999  Plan")  is  to  encourage  and  enable  eligible officers and
employees  of  Summit  Financial  Corporation  (the  "Corporation")  and  its
subsidiaries  to  acquire  proprietary  interests in the Corporation through the
ownership  of  Common  Stock  of  the Corporation. The Corporation believes that
officers  and  employees  who  participate  in  the  Plan  will  have  a  closer
identification  with  the Corporation by virtue of their ability as stockholders
to  participate  in  the  Corporation's  growth  and  earnings. The Plan also is
designed  to  provide  motivation  for  participating  officers and employees to
remain in the employ of and to give greater effort on behalf of the Corporation.

It  is  the  intention  of  the  Corporation that options granted under the Plan
qualify  as "incentive stock options" ("ISOs") within the meaning of Section 422
of  the  Internal  Revenue  Code  of  1986,  as  amended  (the  "Code")  and the
regulations  promulgated  thereunder.  Accordingly,  the  provisions of the Plan
shall  be  construed  so  as  to  extend  and  limit  participation  in a manner
consistent  with  the  requirements  of  that  section  of  the  Code.

2.  DEFINITIONS

The  following  words  or  terms  shall  have  the  following  meanings:

(a)     "Agreement"  shall  mean an incentive stock option agreement between the
Corporation  and  an  Eligible  Employee  pursuant  to  the  terms of this Plan.

(b)     "Corporation"  shall  mean  Summit  Financial  Corporation.

(c)     "Committee" shall mean the committee appointed by the Board of Directors
to  administer  the  Plan.

(d)     "Common  Stock",  "Shares"  or  "Stock"  shall  mean the $1.00 par value
Common  Stock  of  the  Corporation.

(e)     "Eligible Employee(s)" shall mean a person or persons regularly employed
by  the Corporation or a subsidiary, including officers and other employees, but
excluding  non-employee  Directors.

(f)     "Optionee"  shall  mean  an Eligible Employee having a right to purchase
common  Stock  under  an  Agreement.

(g)     "Option(s)" shall mean the right or rights granted to Eligible Employees
to  purchase  Common  Stock  under  an  offering  made  under  the  Plan.

(h)     "Plan" shall mean this Summit Financial Corporation 1999 Incentive Stock
Option  Plan.

(i)     "Subsidiary"  shall  mean  any  corporation  or  association,  if  the
Corporation  owns  or  controls, directly or indirectly, more than a majority of
the  voting  stock  of  such  corporation  or  association.

(j)     "Ten  Percent Owner" shall mean an individual who, at the time an Option
is  granted,  owns  directly  or  indirectly, more than ten (10%) percent of the
total  combined  voting  power  of  all  classes  of stock of the Corporation or
otherwise  is  considered a Ten Percent Owner by reason of Section 424(d) of the
Code.

(k)     "Retirement"  shall  mean  at  the  normal  retirement  age  of  65.

(l)     "Nonqualified Deferred Compensation Plan" shall mean any plan or program
sponsored  by  the  Corporation  which provides for deferral of income by highly
compensated  individuals  who  constitute  a  bonafide  executive  group  under
Department  of  Labor  regulations  in effect at the time that the individual is
eligibile  to  participate  in  said  plan  or  program.

3.  EFFECTIVE  DATE

     The Effective Date of the Plan shall be the date the Plan is adopted by the
Board  of  Directors or the date the Plan is approved by the stockholders of the
Corporation, whichever is earlier. The Plan must be approved by the shareholders
within  twelve  (12)  months  of  the  effective  date.

4.  SHARES  RESERVED  FOR  PLAN

     The  shares  of  the  Corporation's  Common  Stock  to  be sold to Eligible
Employees  under  the  Plan  may,  at the election of the Board of Directors, be
either  treasury  shares  or  shares  originally  issued  for such purpose.  The
maximum  number  of  shares  which shall be reserved and made available for sale
under  the  Plan  shall  be  215,000.  If  any  Options  granted  under the Plan
terminate,  expire or are otherwise surrendered without having been exercised in
full,  the  number  of such Options shall be available again to be granted under
the  Plan,  subject  to  all  provisions  and  limitations  provided  herein.

     In  the  event  of a subdivision or combination of the Corporation's shares
(including  a  stock dividend), the maximum number of shares that may thereafter
be  issued and sold under the Plan and the number of shares under option will be
proportionately  increased or decreased.  In addition, the terms relating to the
price  at which shares under option will be sold will be approximately adjusted,
and  such other action will be taken as in the opinion of the Board of Directors
is  appropriate  under the circumstances. In case of a reclassification or other
change  in  the  Corporation's  shares,  the  Board  of Directors also will make
appropriate  adjustments.

5.  ADMINISTRATION  OF  THE  PLAN

     The  Plan  shall  be  administered by the Committee. The Committee shall be
comprised  of  not  less  than two non-employee directors (as defined in Section
16b-3  of  the  Securities  Exchange  Act  of  1934)  appointed  by the Board of
Directors  of  the Corporation from among its members. No member of the Board of
Directors shall be appointed or serve as a member of the Committee, and any such
appointment  or  service  immediately  and automatically shall terminate, in the
event  that  such  person  is, or becomes, an Eligible Employee (as described in
Section 2 of the Plan) or is otherwise disqualified by the provisions of Section
16b-3  of  the  Securities  Exchange  Act  of  1934.

     Within the limitations described herein, the Committee shall administer the
Plan;  select  the Eligible Employees to whom Options will be granted; determine
the  number  of  shares  to  be  optioned  to each Eligible Employee; interpret,
construe  and  implement  the  provisions  of the Plan; establish, amend, revoke
rules  and  regulations  relating  to  the  Plan  and its administration; and to
correct  any  defect, supply any omission, or reconcile and inconsistency in the
Plan in a manner and to the extent deemed necessary, all or which determinations
and interpretations made by the Committee shall be conclusive and binding on all
Optionees  and  their  legal  representatives  and  beneficiaries.

     The  Committee  shall  select one of its members as Chairman and shall hold
its meetings at such time and places, and pursuant to such rules consistent with
the  Plan, as it may determine. A majority of the members of the Committee shall
constitute  a  quorum,  and the acts of a majority of the members present at any
meeting  at which a quorum is present, or acts approved in writing by a majority
of  the  members  of  the  Committee,  shall  be  the  acts  of  the  Committee.

6.  ELIGIBILITY

Options  may  be  granted  only  to  Eligible  Employees.

7.  DURATION  OF  THE  PLAN

     This Plan shall terminate on November 15, 2009, unless terminated sooner by
the  Board  of  Directors.  The  Plan  shall  remain  in effect until all shares
subject  to,  or which may become subject to, the Plan shall have been purchased
pursuant  to  Options  granted  under  the  Plan.  No  Options  shall be granted
pursuant  to  this  Plan  after  November  15,  2009.

8.  OPTIONS  GRANTS

     It  is  intended  that  Options  granted  under the Plan shall be qualified
incentive  stock  options  ("ISOs")  under  the provisions of Section 422 of the
Internal  Revenue  Code  of  1986, as amended, and the regulations thereunder or
corresponding provisions of subsequent revenue laws and regulations in effect at
the  time  such  Options  are granted.  Such Options shall be evidenced by stock
option  agreements  in  such  form  and  not  inconsistent with this Plan as the
Committee  and/or  the  full  Board  shall  approve  from  time  to  time, which
agreements  shall  contain  in  substance,  the  following terms and conditions:

(a)     Price.  The  purchase  price  for  shares purchased under exercise of an
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Option  shall not be less than 100% of the Fair Market Value of the Stock on the
day  the  Option  is granted, as defined below, and in no case less than the par
value  of such stock.  However, if an ISO is granted to a Ten Percent Owner, the
purchase  price  of  the  Stock  covered  by such ISO shall be not less than one
hundred  ten (110%) percent of the Fair Market Value of the Stock on the day the
Option is granted. Any Option granted to a Ten Percent Owner must, by its terms,
be  exercisable  within  five  (5)  years  from  the  date  it  is  granted.

     For  purposes  of the Plan, "Fair Market Value" shall be the closing quoted
selling  price  of  the  Stock  as reported by NASDAQ on the grant date.  In the
event  that  the  Stock  is  not  publicly  traded, or a published quoted is not
otherwise available, the Fair Market Value shall be the amount determined by the
Committee  in  good  faith.

(b)     Number  of  Shares.  The  Agreement  shall  specify the number of shares
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which  the  Optionee  may  purchase  under  such  Option.

(c)     Rights  as  a  Shareholder.  An  Optionee  shall  have  no  rights  as a
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shareholder  with  respect  to any shares covered by an Option until the date of
issuance  of  the  stock  certificate to the Optionee for such shares. Except as
otherwise  expressly provided in the Plan, no adjustments shall be made for cash
dividends  or  other  rights for which the record date is prior to the date such
stock  certificate  is  issued.  Options  will be appropriately adjusted for all
stock  distributions  or  dividends  as  discussed  in  Section  4  of the Plan.

(d)     Limitation  on  Grants.  The  aggregate fair market value (determined at
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the  time  the  Option  is granted) of the shares with respect to which ISOs are
exercisable  for  the  first time by an Optionee during any calendar year (under
all  incentive  stock option plans of the Corporation) shall not exceed $100,000
or  such other amount as may be specified in Section 422(d) of the Code.  To the
extent that any Options granted fail to comply with the limitations set forth in
this  subparagraph,  such  Options  shall be treated as non-qualified options as
defined  by  the  Code.

9.  OPTION  EXERCISES

(a)     Exercise  of Options.  Options hereunder may be exercised by an Optionee
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on  a  cumulative  basis  up  to a maximum of twenty (20%) percent of the shares
subject  to  Option  on each of the first five (5) anniversaries of the grant of
such option, but in no event later than ten (10) years from the date of grant of
the  Option  or  within  sixty  (60) days from date of such written notice to an
Optionee  as referred to in Section 11(c) of the Plan.  Options may be exercised
in  whole  or  in part upon giving written notice to the Corporation stating the
number  of  shares  and  Option  price  for which the Option is being exercised.

(b)     Medium  and  Time  of Payment.  Stock purchased pursuant to an Agreement
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shall  be  paid  for  in  full  at the time of purchase evidenced by the written
request  discussed  in  9(a) above.  Payment of the purchase price shall be made
(1)  in  cash; (2) in whole or in part through the surrender of previously owned
(i.e.  held by the Optionee in excess of 6 months) shares of Stock at their Fair
Market Value on the exercise date; or (3) by a cash equivalent acceptable to the
Corporation  and  approved  by  the  Committee.  Upon  receipt  of  payment, the
Corporation  shall,  without  transfer  or  issue tax, deliver to the Optionee a
certificate or certificates for such shares.  Additional or different procedures
or requirements for the exercise of Options may be established from time to time
as  directed  by  the  Committee.

10.      DURATION  OF  OPTIONS

(a)     Termination  of  Employment  or  Service  -  General.  Unless  otherwise
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determined by the Committee, upon the termination of an Optionee's employment or
other  service  for  any reason other than retirement, disability, or death, the
Optionee  may  exercise only those ISOs that were immediately exercisable by the
Optionee  at  the  date  of  such  termination  and only for a period of 30 days
following  the  date  of  such  termination.

(b)     Termination  of  Employment - Retirement. Unless otherwise determined by
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the  Committee,  in  the  event  of  an  Optionee's Retirement (as defined), the
Optionee  may  exercise only those ISOs that were immediately exercisable by the
Optionee  at  the  date  of  such  termination and only for a period of 3 months
following  the  date  of  such  termination  of  employment.

(c)     Termination  of  Employment  -  Disability  or  Death.  Unless otherwise
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determined  by  the  Committee,  in  the  event that an Optionee ceases to be an
employee of the Corporation or any of its subsidiaries for reasons of disability
(in  the  sole  determination  of the Committee) or death, all ISOs held by such
Optionee  shall immediately become exercisable.  In the event of disability, the
Optionee shall have a period of three (3) months from the date of termination of
employment  in  which  to  exercise the Options.  In the event of the death, the
Option  shall  be  exercisable  by  his  or  her  legal representative, heirs or
legatees  within  a  period  of  twelve  (12)  months from the date on which the
Optionee  died.

(d)     Despite  provisions  made  above,  in  no  event  shall  any  Option  be
exercisable  after  ten  (10)  years  from  the  date  the  Option  was granted.

11.  MISCELLANEOUS  OPTION  PROVISIONS

(a)   Nonassignability of Option.  No Option shall be assignable or transferable
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by  the  Optionee  except  by  will  or by the laws of descent and distribution.
During the lifetime of the Optionee, the Option shall be exercisable only by him
or  her.

(b)     Continuance  of  Employment.  Nothing  contained  in  the Plan or in any
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Options  granted  under  the Plan shall confer upon the Optionee any rights with
respect to the continuation of employment by the Company or interfere in any way
with  the  right of the Company (subject to the terms of any separate employment
agreement  to  the  contrary)  at  any  time  to terminate such employment or to
increase or decrease the compensation of the Optionee from the rate in existence
at  the  time  of  the  granting  of  any  Option.

(c)     Change  of  Control.  Upon  a  Change  in Control of the Corporation (as
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defined  below),  all  the  outstanding  Options  shall  become  100% vested and
exercisable  as of the effective date of the Change in Control. Exercise must be
made  within  60  days from the written notice to the Optionee of such change in
control.  If, in connection with or as a consequence of a Change in Control, the
Company  is merged into or consolidated with another corporation, if the Company
becomes a subsidiary of another corporation or if the Company sells or otherwise
disposes  of substantially all of its assets to another corporation, then unless
provisions  are made in connection with such transactions for the continuance of
the  Plan and/or the assumption or substitution of then outstanding Options with
new  options  covering  the  stock  of  the  successor corporation, or parent or
subsidiary  thereof,  with  appropriate adjustments as to the number and kind of
shares  and  prices,  such Options shall be canceled as of the effective date of
the  merger,  consolidation,  or  sale and the Optionee shall be paid in cash an
amount  equal  to  the  difference  between  the  Fair Market Value of the Stock
subject  to  the  Options  on the effective date of such corporate event and the
exercise  price  of  the  Options.

     For purposes of this Plan, a "Change in Control" shall mean an event deemed
to  occur  if and when (a) an offeror other than the Company purchases shares of
the stock of the Company pursuant to a tender or exchange offer for such shares,
(b)  any  person  (as  such  term  is used in Sections 13(d) and 14(d)(2) of the
Exchange  Act)  is  or  becomes the beneficial owner, directly or indirectly, of
securities  of the Company representing twenty-five percent (25%) or more of the
combined  voting  power  of  the  Company's then outstanding securities, (c) the
membership  of  the board of directors of the Company changes as the result of a
contested election, such that individuals who were directors at the beginning of
any  twenty-four  (24) month period (whether commencing before or after the date
of  adoption  of this Plan) do not constitute a majority of the Board at the end
of  such period, or (d) a plan of reorganization, merger, consolidation, sale of
all or substantially all the assets of the Company or similar transaction occurs
or  is  effectuated  in which the Company is not the resulting entity; provided,
however,  that  such an event listed above will be deemed to have occurred or to
have  been  effectuated  upon  the  receipt  of  all required federal regulatory
approvals  not  including  the  lapse  of  any  statutory  waiting  periods.

(d)     General  Provision  Applicable  to  Nonqualified  Options.  In the event
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that, pursuant to the provisions of section 8(d) above, any option that shall be
so  impacted shall, notwithstanding any provisions of this Plan to the contrary,
be  subject  to  the  provisions  of  this  paragraph.  In  the  event  that the
Corporation  shall  have in effect a Nonqualified Deferred Compensation Plan (as
defined)  at the time of exercise of any option so effected by section 8(b), the
Optionee  shall  be  provided  proper  forms on a timely basis to properly elect
deferral  of  any  stock option gain that may have otherwise been recognized for
tax  purposes.

(e)     General  Restrictions.  Each  Option shall be subject to the requirement
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that  if  at any time the Board of Directors shall determine, in its discretion,
that  the  listing,  registration or qualification of the Shares subject to such
Option  upon  any  securities exchange or under any state or federal law, or the
consent or approval of any government regulatory body, is necessary or desirable
as  a  condition  of,  or in connection with, the granting of such Option or the
issue  or  purchase  of  shares  thereunder, such Option may not be exercised in
whole  or  in  part unless such listing, registration, qualification, consent or
approval  shall  have  been  affected  or  obtained  free  of any conditions not
acceptable  to  the  Board  of  Directors.

12.  AMENDMENT  AND  TERMINATION  OF  THE  PLAN

     The  Plan  may  at any time or from time to time be terminated, modified or
amended  by  the  affirmative  vote  of  not  less  than a majority of the votes
entitled  to  be  case  thereon  by the Corporation's shareholders. The Board of
Directors  may at any time and from time to time, terminate, modify or amend the
Plan  in  any  respect,  except  that  without shareholder approval the Board of
Directors  may  not  (i) increase the maximum number of shares for which Options
may  be granted under the Plan either in the aggregate (other than increases due
to changes in capitalization as referred to in Section 4 hereof), or (ii) reduce
the  option  price  or  waiting period under Section 422 of the Internal Revenue
Code (except as otherwise expressly provided in the Plan in the case of a change
of  control  of  the  Company  as referred to in Section 11(c) hereof), or (iii)
extend  the  period  during  which  Options may be granted or exercised, or (iv)
change the class of employees eligible for incentive stock options under Section
6  hereof, or (v) otherwise materially modify the requirements as to eligibility
for participation in the Plan, or (vi) otherwise materially increase the benefit
accruing  to participants under the Plan. The termination or any modification or
amendment  of the Plan shall not, without the consent of an Optionee, affect his
or  her  rights  under an Option or right previously granted to him or her. With
the consent of the Optionee affected, the Committee may amend outstanding option
Agreements in a manner not inconsistent with the Plan. Without employee consent,
the  Board  of  Directors may at any time and from time to time, modify or amend
outstanding  option  Agreements  in  such respects as it shall deem necessary in
order  that  Options  granted  hereunder  shall  comply  with  the  appropriate
provisions  of  the  Internal  Revenue Code of 1986, as amended, and regulations
thereunder  which are in effect from time to time respecting qualified incentive
stock  options.


13.  BINDING  EFFECT

     All  decisions  of  the  Board  of Directors or the Committee involving the
implementation,  administration  or  operation of the Plan or any offering under
the  Plan  shall  be  binding  on  the  Corporation,  all  Eligible  Employees
participating in the Plan, and on all persons eligible or who become eligible to
participate  in  the  Plan.



APPROVED  this  15th  day  of  November  1999,

BY:                                                  WITNESS:


 /s/  C.  Vincent  Brown                            /s/  J.  Randolph  Potter
 ----------------------------                    ----------------------------
C.  Vincent  Brown,  Chairman

                                                  /s/  Blaise  B.  Bettendorf
                                               ------------------------------