AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                          SUMMIT FINANCIAL CORPORATION
                              ADOPTED JULY 15, 2002


                                    ARTICLE I
                                     OFFICES
                                     -------
     The  corporation  shall  maintain a registered office in the State of South
Carolina  as  required by law.  The registered office need not be identical with
the  principal  place  of  business  of  the  corporation and the address of the
registered  office  may  be  changed  from  time to time by the corporation. The
corporation  may  maintain such places of business, either within or without the
State  of  South  Carolina,  as the business of the corporation may from time to
time  require.


                                   ARTICLE II
                                  CAPITAL STOCK
                                  -------------
2.1     Stock  Certificates.  Certificates  representing  shares  of  the
corporation's  capital stock shall be in such form as shall be determined by the
Board  of  Directors.  Stock certificates shall be numbered consecutively in the
order  in which they are issued.  They shall be signed by, or bear the facsimile
signature of, the President and the Chairman of the Board or the Secretary.  The
seal  of the corporation or a facsimile thereof shall be affixed thereto.  In an
appropriate  place  in  the  corporate  records shall be entered the name of the
person  owning  the  shares,  the  number  of  shares  and  the  date  of issue.

2.2     Transfer  of Stock.  Transfers of stock shall be made on the stock
books of  the corporation by the holder in person or by power of attorney by
surrender of  the  old  certificate  for  such  shares,  duly  assigned.

2.3     Shareholders  of  Record.  For  the  purpose  of  determining
shareholders  entitled  to notice of, or to vote at, any meeting of shareholders
or  any  adjournment thereof, or shareholders entitled to receive payment of any
dividend,  or  in  order  to  make a determination of shareholders for any other
proper  purpose, the Board of Directors may fix a future date in accordance with
law.  If  no  record  date is fixed for determining the shareholders entitled to
notice  of,  or to vote at, any meeting of shareholders or to receive payment of
any  dividend,  the date on which notice of the meeting is mailed or the date on
which  the  Board of Directors adopts the resolution declaring such dividend, as
the  case  may  be,  shall  be  the  record  date  for  such determination.  The
corporation  shall keep at its registered office or principal place of business,
or  at  the  office  of  its  transfer  agent  or  registrar,  a  record  of its
shareholders, giving the names and addresses of all shareholders, and the number
and  class  of  the  shares  held  by  each.


                                   ARTICLE III
                                   FISCAL YEAR
                                   -----------
     The  fiscal  year  of  the  corporation  shall  be  the  calendar  year.


                                   ARTICLE IV
                              SHAREHOLDER MEETINGS
                              --------------------
4.1     Annual  Meetings.  The  annual meeting of the shareholders shall be
held  within  six  months following the end of the corporation's fiscal year for
the purpose of electing directors and for the transaction of such other business
as  may come before the meeting. The exact time and place of the annual meet-ing
shall  be  determined by the Board of Directors. If the annual meeting shall not
be  held  within  the  period  designated  by  these Bylaws, a substitute annual
meeting  may  be called in accordance with the provisions of Section 4.3 of this
Article  IV.  A  meeting  so  called  shall  be  designated  and treated for all
purposes  as  the  annual  meeting.

4.2     Special Meetings.  Special meetings of the shareholders may be called at
any  time  by  the Chairman of the Board of Directors or the President or by the
Secretary  upon  the  direction  of  the  Board  of  Directors.

4.3     Notice  Requirements.  Written notice stating the place, day and hour of
the  meeting  and, in the case of a special meeting, the purpose or purposes for
which  the meeting is called, shall be delivered by the President, the Secretary
or  the  person  or  persons  calling the meeting, to each shareholder of record
entitled  to  vote at such meeting. Such notice shall be given not less than ten
or  more than 60 days before the date of the meeting, by mail or private carrier
or  telegraph  or other form of wire or wireless communication.  If mailed, such
notice  shall be deemed to be delivered when deposited in the United States mail
addressed  to the shareholder at his address as it appears on the stock transfer
books  of  the  corporation,  with  first  class  postage  thereon  prepaid.

4.4     Waiver  of  Notice.  Notice  of  a  meeting  need  not  be  given to any
shareholder  who signs a written waiver of notice, in person or by proxy, either
before  or  after  the  meeting;  and a shareholder's waiver shall be deemed the
equivalent  of  giving  proper notice. Attendance of a shareholder at a meeting,
either  in  person  or  by  proxy,  shall of itself constitute waiver of lack of
notice, or defective notice, of the meeting and waiver of any and all objections
to  the  place of the meeting, the time of the meeting or the manner in which it
has  been called or convened, except when a shareholder attends a meeting solely
for  the  express  purpose of stating, at the beginning of the meeting, any such
objection  or  objections  to holding the meeting or transacting any business of
the  meeting. Except as required in the notice of a special meeting, neither the
business  transacted  nor  the  pur-pose of the meeting need be specified in the
waiver.

4.5     Quorum.  The majority of the shares of the corporation entitled to vote,
represented  in  person  or  by  proxy, shall constitute a quorum at any and all
meetings  of  the  shareholders.  When  a  quorum  is once present to organize a
meeting,  it is not broken by the subsequent withdrawal of any of those present.
A  meeting  may  be  adjourned  despite  the  absence  of  a  quorum.

4.6     Proxies.  A  shareholder entitled to vote may vote in person or by proxy
given in accordance with law by the shareholder or by his attorney-in-fact. Each
proxy  must  have  an  effective  date.  Unless  otherwise  specified therein an
appointment  of  a  proxy  is  valid  for  11  months.

4.7     Action by Consent.  Any action required or permitted to be taken by vote
at  a  meeting  of  the shareholders may be taken without a meeting if a written
consent  setting  forth  the  action  so taken is signed by all the shareholders
entitled  to  vote thereon and filed with the Secretary of the corporation.  Any
such  consent  may  be  executed  in  one  or  more  counterparts.

4.8     Conduct of Meetings.  Meetings of shareholders shall be presided over by
the  Chairman  of the Board of Directors or, in the absence of the Chairman, the
Vice Chairman of the Board of Directors or, in the absence of the Vice Chairman,
by  the  President.  The  Secretary or, in the Secretary's absence, an Assistant
Secretary  or,  in the absence of the Secretary and all Assistant Secretaries, a
person  whom the chairman of the meeting shall appoint shall act as secretary of
the  meeting  and  keep  a  record  of  the  proceedings  thereof.
     The  Board  of  Directors shall be entitled to make such rules, regulations
and  procedures  for  the  conduct  of meetings of shareholders as it shall deem
necessary,  appropriate  or  convenient.  Subject to such rules, regulations and
procedures  of the Board of Directors, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and  to  do  all  such acts as, in the judgment of such chairman, are necessary,
appropriate  or  convenient  for  the  proper conduct of the meeting, including,
without  limitation,  establishing  (a)  an  agenda or order of business for the
meeting,  (b)  rules,  regulations  and  procedures for maintaining order at the
meeting  and  the  safety  of those present, (c) limitations on participation in
such  meeting  to  shareholders  of  record  of  the  corporation and their duly
authorized  and constituted proxies and such other persons as the chairman shall
permit,  (d)  restrictions  on entry to the meeting after the time fixed for the
commencement  thereof,  (e)  limitations  on  the  time allotted to questions or
comments by participants and (f) rules, regulations and procedures governing the
opening and closing of the polls for balloting and matters which are to be voted
on  by ballot.  Unless and to the extent determined by the Board of Directors or
the  chairman  of the meeting, meetings of shareholders shall not be required to
be  held  in  accordance  with  rules  of  parliamentary  procedure.

4.9.  Nominations  by  Shareholders  and Shareholder Proposals - Annual Meeting.
Nominations  of persons for election to the Board of Directors and the
proposal  of  business  to  be  considered by the shareholders may be made at an
annual  meeting  of  shareholders  (a)  by  or  at the direction of the Board of
Directors  or (b) by any shareholder of the corporation who was a shareholder of
record  at the time of giving of notice by such shareholder provided for in this
Section, who is entitled to vote at the meeting and who complied with the notice
procedures  set  forth  below  in  this  Section.
     For  nominations  or other business to be properly brought before an annual
meeting  by  a  shareholder pursuant to clause (b) of the foregoing paragraph of
this  Section  4.9,  the  shareholder  must  have given timely notice thereof in
writing  to  the  Secretary  of  the corporation.  To be timely, a shareholder's
notice  shall  be  delivered  to  and received by the Secretary at the principal
office  of the corporation not less than 120 days prior to the first anniversary
of  the  date of the proxy statement sent to shareholders in connection with the
preceding  year's  annual  meeting;  provided,  however, that if the date of the
annual  meeting is advanced by more than 30 days or delayed by more than 60 days
from  the anniversary date of the preceding year's annual meeting, notice by the
shareholder  to  be  timely  must  be  so  delivered not later than the close of
business  on the later of (i) the 120th day prior to such annual meeting or (ii)
the  10th day following the day on which public announcement of the date of such
meeting  is  first  made.
     Notwithstanding  anything in the second sentence of the preceding paragraph
to  the  contrary,  if  the  number  of  directors to be elected to the Board of
Directors  is  increased  and  there is no public announcement naming all of the
nominees for director or specifying the size of the increased Board of Directors
made  by the corporation at least 120 days prior to the first anniversary of the
date  of  the  proxy  statement  sent  to  shareholders  in  connection with the
preceding  year's  annual meeting, a shareholder's notice required by this Bylaw
shall  also  be considered timely, but only with respect to nominees for any new
positions  created by such increase, if it shall be delivered to and received by
the  Secretary  at  the  principal  office of the corporation not later than the
close  of  business  on  the  10th  day  following  the day on which such public
announcement  is  first  made  by  the  corporation.
     Such  shareholder's  notice  shall set forth (a) as to each person whom the
shareholder  proposes  to  nominate for election or reelection as a director all
information  relating  to  such  person  that  is  required  to  be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each  case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as  amended  (the  "Exchange  Act")  (including such person's written consent to
being  named in the proxy statement as a nominee and to serving as a director if
elected)  and  a  description of all arrangements and understandings between the
nominating  shareholder and the nominee or any other person (naming such person)
relating  to  the  nomination; (b) as to any other business that the shareholder
proposes  to  bring  before  the  meeting,  a  brief description of the business
desired  to  be  brought  before  the  meeting,  the reasons for conducting such
business  at  the  meeting  and  any  material interest in such business of such
shareholder  and  the  beneficial owner, if any, on whose behalf the proposal is
made;  (c)  as to the shareholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made (i) the name and address
of  such  shareholder,  as  they  appear on the corporation's books, and of such
beneficial  owner,  and  (ii)  the class and number of shares of the corporation
that  are  owned  beneficially  and  of  record  by  such  shareholder  and such
beneficial  owner.
Only  such persons who are nominated in accordance with the procedures set forth
in  these  Bylaws shall be eligible to serve as directors and only such business
shall  be  conducted  at  an  annual  meeting of shareholders as shall have been
brought  before  the meeting in accordance with the procedures set forth in this
Section.  The chairman of the meeting shall have the power and duty to determine
whether  a  nomination or any business proposed to be brought before the meeting
was made in accordance with the procedures set forth in this Section and, if any
proposed  nomination  or  business  is  not  in compliance with this Section, to
declare  that  such  defective  proposal  shall  be  disregarded.
     For  purposes  of this Section, "public announcement" shall mean disclosure
in  a  press release reported by the Dow Jones News Service, Associated Press or
comparable national news service, or in a document mailed to all shareholders of
record.

4.10.  Nominations  at  Special Meetings.  Directors are to be elected at a
special meeting of shareholders only (a) if the Board of Directors so determines
or  (b)  to  fill a vacancy created by the removal of a director at such special
meeting.  Nominations  of  persons for election to the Board of Directors may be
made  at  a special meeting of shareholders at which directors are to be elected
(a)  by  or at the direction of the Board of Directors or (b) by any shareholder
of  the  corporation  who  was  a shareholder of record at the time of giving of
notice by such shareholder provided for in this Section, who is entitled to vote
at  the  meeting  and who complied with the notice procedures set forth below in
this  Section.
Nominations  by  a shareholder of persons for election to the Board of Directors
may  be made at such a special meeting of shareholders at which directors are to
be  elected  if  the  shareholder's  notice  required by the fourth paragraph of
Section  4.9  of  this  Article  IV  shall  be  delivered to and received by the
Secretary  of  the  corporation  at  the principal office of the corporation not
earlier  than the 120th day prior to such special meeting and not later than the
close  of business on the later of the 90th day prior to such special meeting or
the  10th  day  following  the  day  on which public announcement (as defined in
Section 4.9 of this Article IV) is first made of the date of the special meeting
and  of  the  nominees  proposed by the Board of Directors to be elected at such
meeting.
     Only  such  persons who are nominated in accordance with the procedures set
forth  in  these  Bylaws  shall  be eligible to serve as directors and only such
business  shall  be conducted at a special meeting of shareholders as shall have
been  brought  before the meeting in accordance with the procedures set forth in
Section  4.2 and 4.3 of this Article IV.  The chairman of the meeting shall have
the power and duty to determine whether a nomination or any business proposed to
be brought before the special meeting was made in accordance with the procedures
set  forth in this Section and, if any proposed nomination or business is not in
compliance  with  this Section, to declare that such defective proposal shall be
disregarded.


                                    ARTICLE V
                                    DIRECTORS
                                    ---------
5.1     Powers.  The  business  and  affairs  of  the  corporation shall be
managed  under  the  direction  of  its  Board  of  Directors.

5.2     Number  and  Qualifications.  The  number  of  directors  of  the
corporation  shall be not less than nine and not more than 20 as determined from
time  to time by the Board of Directors.  A director who has attained the age of
70  shall  no longer be eligible to serve as a director of the corporation as of
the  last  calendar  day  of  the  year  in  which  the  director  turns  70.

5.3     Vacancies.  Except  as  otherwise  required  by  law  or  the
corporation's  Articles  of Incorporation, any vacancy occurring in the Board of
Directors  may  be filled by the affirmative vote of a majority of the remaining
directors,  even  if  less  than a quorum of the Board of Directors.  A director
elected  to  fill  a vacancy shall hold office only until the next stockholders'
meeting  at  which  directors are elected and until a successor shall be elected
and  qualified.

5.4     Removal.  Any  or  all  of  the  directors  may  be removed without
assignment  of  cause  by vote of a majority of all the shares entitled to vote.

5.5     Compensation.  The Board of Directors may authorize payment to directors
of  compensation  for  attendance  at  meetings  and/or for serving as director.
Directors who are also salaried officers of the corporation or of any affiliated
company may receive additional compensation for service as directors if approved
by  the  Board  of  Directors.  The  Board  of  Directors may also authorize the
payment  of, or reimbursement for, all expenses of each director related to such
director's  attendance  at  meetings.

5.6     Chairman and Vice-Chairman.  The Board of Directors may elect one of the
directors  as  Chairman and one of the directors as Vice Chairman.  The Chairman
or,  in  his  absence,  the  Vice Chairman, shall preside at all meetings of the
Board  of  Directors  and  meetings  of shareholders.  The Chairman and the Vice
Chairman  shall  have  such  other  duties  as  the  Board may from time to time
prescribe.


                                   ARTICLE VI
                                DIRECTOR MEETINGS
                                -----------------
6.1     Place  of Meetings.  Meetings of the Board of Directors may be held
at  the  principal office of the corporation, or any place within or without the
State  of  South Carolina that a majority of the directors may from time to time
by resolution designate, or that may be designated in any notice of a meeting by
the person calling the meeting. A director may attend such meeting via any means
of  communication  by  which all directors participating may simultaneously hear
each  other  during  the  meeting or the Board of Directors may act by unanimous
written  consent.

6.2     Annual  Meeting.  The Board of Directors shall hold a meeting each year,
immediately  following the annual meeting of the shareholders for the purpose of
appointing  officers  and  for  the  consideration  of  other  business.

6.3     Special  Meetings.  Special  meetings  of the Board may be called at any
time by the Chairman of the Board, the President or by any one of the directors.

6.4     Notice  of  Meetings.  Written  or  verbal notice of any meeting setting
forth  the  time, place and date of the meeting, shall be given to each director
not  less  than  two  days  before  the  meeting.  Notice  may  be given by hand
delivering  a  copy  or  by  sending a copy through the United States mail or by
telephone,  facsimile,  telegraph  or  teleconferencing or other form of wire or
wireless  communication  or  by  any other lawful means.  If mailed, such notice
shall be deemed delivered when deposited in the United States mail, addressed to
the  director  at  his  address as shown in the records of the corporation, with
first  class  postage  thereon  prepaid.

6.5     Waiver of Notice.  Notice of a meeting need not be given to any director
who  signs  a written waiver of notice either before or after the meeting, and a
director's  waiver  shall  be  deemed the equivalent of giving proper notice.  A
director's attendance at or participation in a meeting shall constitute a waiver
of  notice  of such meeting, unless the director at the beginning of the meeting
(or  promptly  upon  his  arrival) objects to holding the meeting or transacting
business  at  the  meeting  and does not thereafter vote for or assent to action
taken  at  the meeting.  Notice of an adjourned meeting need not be given if the
time  and  place  are  fixed  at  the  meeting  adjourning.

6.6     Quorum.  At  all  meetings  of the Board of Directors, a majority of the
number  of  directors  fixed  pursuant  to  Section  5.2  of  these Bylaws shall
constitute a quorum for the transaction of business. If a quorum is present, the
affirm-ative  vote of a majority of the directors in attendance shall be the act
of  the  Board  of  Directors  and  all  resolutions  adopted  and  all business
transacted  by  the  Board  of Directors shall require the affirmative vote of a
majority  of  the  directors present at the meeting.  A meeting may be adjourned
despite  the  absence  of  a  quorum.


                                   ARTICLE VII
                             COMMITTEES OF THE BOARD
                             -----------------------
     The  Board  of  Directors may create one or more committees of the Board of
Directors  and appoint members of the Board of Directors to serve on them.  Each
committee must have two or more members. To the extent specified by the Board of
Directors,  between  meetings  of  the  Board  of  Directors and subject to such
limitations  as  may  be  required  by  law,  the  corporation's  Articles  of
Incorporation  or  these  Bylaws,  or  imposed  by  resolution  of  the Board of
Directors,  such  committees  may  exercise all of the authority of the Board of
Directors  in  the management of the corporation. The creation of, delegation of
authority  to or ac-tion by a committee shall not alone constitute compliance by
a  director  with  the  standards  of  conduct  prescribed by the South Carolina
Business  Corporation  Act  of  1988.
     Meetings of the committees may be held at any time on call of the President
or  of  any  member  of  the committee. A majority of the members of a committee
shall  constitute  a quorum for all meetings.  Each committee shall keep minutes
of  its  proceedings and submit them to the next succeeding meeting of the Board
of  Directors  for  ap-proval.


                                  ARTICLE VIII
                                    OFFICERS
                                    --------
8.1     Titles  of  Officers.  The  corporation  shall  have  a Chairman, a
President,  a  Secretary, a Treasurer or Chief Financial Officer, and such other
officers  and  assistant  officers  as  the Board of Directors may designate and
elect.  One  person  may  be  elected  to  more  than  one  office.

8.2     Election.  The officers of the corporation shall be elected by the Board
of  Directors  and  shall  serve  at  the  pleasure  of  the Board of Directors.

8.3     Removal and Vacancies.  Any officer of the corporation may be removed by
the Board of Directors, with or without cause, whenever in its judgment the best
interests  of  the corporation will be served thereby, but such removal shall be
without  prejudice  to  the  contract  rights, if any, of the person so removed.
Election  or  appointment  of  an  officer  shall  not of itself create contract
rights.  Any  vacancy  in  an  office, however occurring, shall be filled by the
Board  of  Directors.

8.4     President.  The  President  shall  be the chief executive officer of the
corporation  and,  subject  to  the  control of the Board of Directors, shall in
general  supervise  and control all the business and affairs of the corporation.
He  shall  perform whatever other duties the Board of Directors may from time to
time  prescribe.

8.5     Vice-Presidents.  The  Vice  President, if elected, or, if more than one
Vice  President  is  elected, the Vice Presidents in the order designated by the
Board  of  Directors,  shall  exercise the functions of the President during the
absence  or  disability  of  the  President. Each Vice President shall have such
other duties as may be from time to time assigned to him by the President or the
Board  of  Directors.

8.6     Secretary.  The Secretary, or Assistant Secretary if elected, shall keep
minutes  of all meetings of the shareholders and directors, authenticate records
of  the  corporation  when  such  authentication is required, have charge of the
minute  books,  stock  books  and seal of the corporation and perform such other
duties  and have such other powers as may be from to time assigned to him by the
President  or  the  Board  of  Directors.

8.7     Treasurer/Chief  Financial  Officer.  The  Treasurer  or Chief Financial
Officer,  as  designated,  shall be charged with the management of the financial
affairs  of  the  corporation  and  shall  have  the  power  to recommend action
concerning  the  corporation's  financial  affairs  to  the  President and shall
perform such other duties and have such other powers as may be from time to time
assigned  to  him  by  the  President  or  Board  of  Directors.

8.8     Other  Officers.  Any other officers designated and elected by the Board
of Directors shall have such duties as may be from time to time assigned to them
by  the  President  or  the  Board  of  Directors.

8.9     Compensation.  The  Board of Directors shall fix the compensation of the
officers  of  the  corporation.


                                   ARTICLE IX
                                 INDEMNIFICATION
                                 ---------------
9.1     Authority.  The  corporation  shall to the fullest extent permitted
by the South Carolina Business Corporation Act of 1988, or successor thereto, as
amended  from time to time, indemnify all persons whom it may indemnify pursuant
thereto  so  long  as  such  persons have conducted themselves in good faith and
reasonably  believed  their  conduct not to be opposed to the corporation's best
interests.

9.2     Insurance.  The  corporation  may  purchase  and  maintain  insurance on
behalf  of  any  person who is or was a director, of-ficer, employee or agent of
the  corporation,  or  who,  while a director, officer, employee or agent of the
corporation  is  or was serving at the request of the corporation as a director,
officer,  partner,  trustee,  employee  or  agent  of  another  corporation,
partnership,  joint  venture,  trust,  employee benefit plan or other enterprise
against  liability  asserted  against  or  incurred  by  him in that capacity or
arising  from  his status as such, whether or not the corporation would have the
power  to  indemnify  him against the same liability under Sections 33-8-510 and
33-8-520  of  the  South Carolina Business Corporation Act of 1988, or successor
thereto,  as  amended  from  time  to  time.


                                    ARTICLE X
                                    AMENDMENT
                                    ---------
     These  bylaws  may  be  amended  as  provided  by  law.


                                   ARTICLE XI
                                  MISCELLANEOUS
                                  -------------
11.1     Corporate  Seal.  This corporation may use its offi-cial corporate
seal,  a  seal  which shall be circular in form and shall have inscribed thereon
the  name  of  the corporation, State of South Carolina, Corporate Seal, and the
year  in  which  it  was  incorporated.

11.2     Stock  in  Other Companies.  In the absence of any other arrangement by
the  Board  of Directors, the President of the corporation may vote, endorse for
transfer  or take any other action necessary with respect to shares of stock and
securities issued by any other corporation and owned by this corporation; and he
may make, execute and deliver any proxy, waiver or consent with respect thereto.