STATEMENT OF RIGHTS, DESIGNATIONS AND PREFERENCES OF VARIABLE RATE
CUMULATIVE PREFERRED STOCK, SERIES S-RP


1.	Name of Corporation: Summit Securities, Inc.

2.	Copy of resolution establishing and designating Variable Rate Cumulative 
Preferred Stock, Series S-RP, and determining the relative rights and 
preferences thereof: Attached hereto.

3.	The undersigned does hereby certify that the attached resolution was duly 
adopted by the Board of Directors of the corporation on September 30, 
1996.

					/S/ C. PAUL SANDIFUR., JR.
					______________________________________
					   C. Paul Sandifur, Jr., President


					/S/ REUEL SWANSON	
					______________________________________
						Reuel Swanson, Secretary



SUMMIT SECURITIES, INC.
PREFERRED STOCK SERIES S-RP AUTHORIZING RESOLUTION

	Resolved, that pursuant to the authority expressly granted and vested in 
the Board of Directors (the "Board") of this Corporation by its Articles of 
Incorporation, as amended, a sub-series of Preferred Stock, Series S of the 
Corporation be, and is hereby, established which will consist of 80,000 shares 
of the par value of $10.00 per share ($800,000), shall be designated "Variable 
Rate Cumulative Preferred Stock, Series S-RP" (hereafter called "Preferred 
Stock"), and which shall have rights, preferences, qualifications and 
restrictions as follows:

	1.	DIVIDENDS.

		a)  Dividends (or other distributions deemed dividends for purposes 
of this resolution) on the issued and outstanding shares of Preferred Stock 
shall be declared and paid monthly at a percentage rate per annum of the 
liquidation preference of $100.00 per share equal to the "Applicable Rate," as 
hereinafter defined, or such greater rate as may be determined by the Board.  
Notwithstanding the foregoing, the Applicable Rate for any monthly dividend 
period shall, in no event, be less than 6% per annum or greater than 14% per 
annum.  Such dividends shall be cumulative from the date of original issue of 
such shares and shall be payable, when and as declared by the Board, on such 
dates as the Board deems advisable, but at least once a year, commencing 
November 1, 1996.  Each such dividend shall be paid to the holders of record of 
shares of Preferred Stock as they appear on the stock register of the 
Corporation on such record date as shall be fixed by the Board in advance of 
the payment date thereof.  Dividends on account of arrears for any past 
Dividend Periods may be declared and paid at any time, without reference to any 
regular dividend payment date, to holders of record on such date as shall be 
fixed by the Board in advance of the payment date thereof.

		b)  Except as provided below in this section, the Applicable Rate 
for any monthly dividend period shall be the highest of the Treasury Bill Rate, 
the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate 
(each as defined in Exhibit A attached hereto and incorporated by reference 
herein) plus one half of one percentage point. In the event that the Board 
determines in good faith that for any reason one or more of such rates cannot 
be determined for any dividend period, than the Applicable Rate for such 
dividend period shall be the higher of whichever of such rates can be so 
determined.  In the event that the Board determines in good faith that none of 
such rates can be determined for any dividend period, then the Applicable Rate 
in effect for the preceding dividend period shall be continued for such 
dividend period.  The Treasury Bill Rate, the Ten Year Constant Maturity Rate 
and the Twenty Year Constant Maturity Rate shall each be rounded to the nearest 
five hundredths of a percentage point.

		c)  No dividend shall be paid upon, or declared or set apart for, 
any share of Preferred Stock for any Dividend Period unless at the same time a 
like dividend shall be paid upon, or be declared and set apart for, all shares 
of Preferred Stock then issued and outstanding and all shares of all other 
series of preferred stock then issued and outstanding and entitled to receive 
dividends.  Holders of Preferred Stock shall not be entitled to any dividend, 
whether payable in cash, property or stock, in excess of full cumulative 
dividends as herein provided.  No interest, or sum of money in lieu of 
interest, shall be payable in respect of any dividend payment or payments which 
may be in arrears on Preferred Stock.

		d)  Dividends payable for each full monthly Dividend Period shall 
be computed by dividing the Applicable Rate for such monthly Dividend Period by 
twelve and applying such rate against the liquidation preference of $100.00 per 
share.  Dividends shall be rounded to the nearest whole cent.  Dividends 
payable for any period less than a full monthly Dividend Period shall be 
computed on the basis of 30 day months and a 360 day year.  The Applicable Rate 
with respect to each monthly Dividend Period shall be calculated as promptly as 
practicable by the Corporation according to the method provided herein.  The 
Corporation will cause notice of such Applicable Rate to be enclosed with the 
dividend payment check next mailed to the holders of shares of Preferred Stock.

		e)  So long as any shares of Preferred Stock are outstanding, (i) 
no dividend (other than a dividend in common stock or in any other stock 
ranking junior to Preferred Stock as to dividends and upon liquidation and 
other than as provided in the foregoing section 1(c)) shall be declared or paid 
or set aside for payment; (ii) no other distribution shall be declared or made 
upon common stock or upon any other stock ranking junior to or on a parity with 
Preferred Stock as to dividends or upon liquidation; and (iii) no common stock 
or any other stock of the Corporation ranking junior to or on a parity with 
Preferred Stock as to dividends or upon liquidation shall be redeemed, 
purchased or otherwise acquired by the Corporation for any consideration (or 
any monies paid to or made available for a sinking fund for the redemption of 
any shares of any such stock) except by conversion into or exchange for stock 
of the Corporation ranking junior to Preferred Stock as to dividends and upon 
liquidation unless, in each case, the full cumulative dividends on all 
outstanding shares of Preferred Stock shall have been paid or declared and set 
apart for all past dividend payment periods.

		f)  The holders of Preferred Stock shall be entitled to receive, 
when and as declared by the Board, dividend distributions out of the funds of 
the Corporation legally available therefor.  Any distribution made which may be 
deemed to have been made out of the capital surplus of Preferred Stock shall 
not reduce either the redemption process or the liquidation rights as hereafter 
specified.

	2.	REDEMPTION.

		a)  The Corporation, at its option, may redeem shares of Preferred 
Stock, in whole or in part, at any time or from time to time, at redemption 
prices hereafter set forth plus accrued and unpaid dividends to the date fixed 
for redemption.

			i)  In the event of a redemption of shares pursuant to this 
subsection prior to October 1, 1997, the redemption price shall be $102.00 per 
share; and the redemption price shall be $100.00 per share in the event of 
redemption anytime after September 30, 1997.

			ii)  In the event that fewer than all of the outstanding 
shares of Preferred Stock are to be redeemed, the number of shares to be 
redeemed shall be determined by the Corporation and the shares to be redeemed 
shall be determined by lot, or pro rata, or by any other method, as may be 
determined by the Corporation in its sole discretion to be equitable.

			iii)  In the event that the Corporation shall redeem shares 
hereunder, notice of such redemption shall be given by first class mail, 
postage prepaid, mailed not less than 30 days or more than 60 days prior to he 
redemption date, to each holder of record of the shares to be redeemed, at such 
holder's address as it appears on the stock register of the Corporation.  Each 
such notice shall state: (i) the redemption date; (ii) the number of shares to 
be redeemed and, if fewer than all shares held by such holder are to be 
redeemed, the number of such shares to be redeemed from such holder; (iii) the 
redemption price; (iv) the place or places where certificates for such shares 
are to be surrendered for payment of the redemption price; and (v) that 
dividends on the shares to be redeemed will cease to accrue on such redemption 
date.

			iv)  Notice having been mailed as aforesaid, from and after 
the redemption date (unless default shall be made by the Corporation in 
providing money for the payment of the redemption price), dividends on the 
shares so called for redemption shall no longer be deemed to be outstanding, 
and all rights of the holders thereof as stockholders of the Corporation 
(except the right to receive from the Corporation the redemption price) shall 
cease.  Upon surrender in accordance with said notice of the certificates 
representing shares redeemed (properly endorsed or assigned for transfer, if 
the Board shall so require and the notice shall so state), such shares shall be 
redeemed by the Corporation at the redemption price aforesaid.  In case fewer 
than all of the shares represented by any such certificate are redeemed, a new 
certificate shall be issued representing the unredeemed shares without cost to 
the holder thereof.

		b)  Discretionary Redemption Upon Request of the Holder: The shares 
of Preferred Stock are not redeemable at the option of the holder.  If, 
however, the Corporation receives an unsolicited written request for redemption 
of a block of shares from any holder, the Corporation may, in its sole 
discretion and subject to the limitations described below, accept such shares 
for redemption.  Any shares so tendered, which the Corporation in its 
discretion, allows for redemption, shall be redeemed by the Corporation 
directly, and not from or through a broker or dealer, at a price equal to $97 
per share, plus any declared but unpaid dividends to date if redeemed during 
the first year after the date of original issuance and $99 per share plus any 
declared but unpaid dividends if redeemed thereafter.  The Corporation may 
change such optional redemption prices at any time with respect to unissued 
shares.

	The Corporation may not redeem any such shares tendered for redemption if 
to do so would be unsafe or unsound in light of the Corporation's financial 
condition (including its liquidity position); if payment of interest or 
principal on any outstanding instrument of indebtedness is in arrears or in 
default; or if payment of any dividend on Preferred Stock or share of any stock 
of the Company ranking at least on a parity therewith is in arrears as to 
dividends.

		c)  Any shares of Preferred Stock which shall at any time have been 
redeemed shall, after such redemption, have the status of authorized but 
unissued shares of Preferred Stock, without designation as to series until such 
shares are designated as part of a particular series by the Board.

		d)  Notwithstanding the foregoing provisions of this Section 2, if 
any dividends on Preferred Stock are in arrears, no shares of Preferred Stock 
shall be redeemed unless all outstanding shares of Preferred Stock are 
simultaneously redeemed, and the Corporation shall not purchase or otherwise 
acquire any shares of Preferred Stock; provided, however, that the foregoing 
shall not prevent the purchase or acquisition of shares of Preferred Stock 
pursuant to a purchase or exchange offer made on the same terms to holders of 
all of the outstanding shares of Preferred Stock.

	3.	CONVERSION OR EXCHANGE.  The holders of shares of Preferred Stock 
shall not have any rights to convert such shares into or exchange such shares 
for shares of any other class or series of any class of securities of the 
Corporation.

	4.	VOTING.  Except as required from time to time by law, the shares of 
Preferred Stock shall have no voting powers.  Provided, however, not 
withstanding the foregoing, that whenever and as often as dividends payable on 
any shares of Preferred Stock shall be in arrears in an amount equal to twenty 
four full monthly dividends or more per share, the holders of Preferred Stock 
together with the holders of any other preferred stock hereafter authorized, 
voting separately and as a single class shall be entitled to elect a majority 
of the Board of Directors of the Corporation.  Such right shall continue until 
all dividends in arrears on preferred stock have been paid in full.

	5.	LIQUIDATION RIGHTS.

		a)  Upon the dissolution, liquidation or winding up of the 
Corporation, the holders of the shares of Preferred Stock shall be entitled to 
receive out of the assets of the Corporation, before any payment or 
distribution shall be made on the Common Stock, or on any other class of stock 
ranking junior to Preferred Stock, upon liquidation, the amount of $100.00 per 
share, plus a sum equal to all dividends (whether or not earned or declared) on 
such shares accrued and unpaid thereon to the date of final distribution.

		b)  Neither the sale, lease or conveyance of all or substantially 
all the property or business of the Corporation, nor the merger or 
consolidation of the Corporation into or with any other corporation or the 
merger or consolidation of any other corporation into or with the Corporation, 
shall be deemed to be a dissolution, liquidation or winding up, voluntary or 
involuntary, for the purposes of this Section.

		c)  After the payment to the holders of the shares of Preferred 
Stock of the full preferential amounts provided for in this Section, the 
holders of Preferred Stock as such shall have no right or claim to any of the 
remaining assets of the Corporation.

		d)  In the event the assets of the Corporation available for 
distribution to the holders of shares of Preferred Stock upon any dissolution, 
liquidation or winding up of the Corporation, whether voluntary or involuntary, 
shall be insufficient to pay in full all amounts to which such holders are 
entitled pursuant to this Section, no such distribution shall be made on 
account of any shares or any other series of Preferred Stock or any other class 
of stock ranking on a parity with the shares of Preferred Stock upon such 
dissolution, liquidation or winding up, unless proportionate distributive 
amounts shall be paid on account of the shares of Preferred Stock, ratably in 
accordance with the sums which would be payable in such distribution if all 
sums payable in respect of the shares of all series of Preferred Stock and any 
such other class of stock as aforesaid were discharged in full.

	6.	PRIORITIES.  For purposes of this Resolution, any stock of any 
class or classes of the Corporation shall be deemed to rank:

		a)  Prior to the shares of Preferred Stock, either as to dividends 
or upon liquidation if the holders of such class or classes shall be entitled 
to the receipt of dividends or of amounts distributable upon dissolution, 
liquidation or winding up of the Corporation, as the case may be, in preference 
or priority to the holders of shares of Preferred Stock.

		b)  On a parity with shares of Preferred Stock, either as to 
dividends or upon liquidation, whether or not the dividend rates, dividend 
payment dates or redemption or liquidation prices per share or sinking fund 
provisions, if any, are different from those of Preferred Stock, if the holder 
of such stock shall be entitled to the receipt of dividends or of amounts 
distributable upon dissolution, liquidation or winding up of the Corporation, 
as the case may be, in proportion to their respective dividend rates or 
liquidation prices, without preference or priority, one over the other, as 
between the holder of such stock and the holders of Preferred Stock; and

		c)  Junior to shares of Preferred Stock, either as to dividends or 
upon liquidation, if the holders of shares of Preferred Stock shall be entitled 
to receipt of dividends or of amounts distributable upon dissolution, 
liquidation or winding up of the Corporation, as the case may be, in preference 
or priority to the holders of shares of such class or classes.

	7.	SHARES NON-ASSESSABLE.  Any and all shares of Preferred Stock 
issued, and for which the full consideration has been paid or delivered, shall 
be deemed fully paid stock and the holder of such shares shall not be liable 
for any further call or assessment or any other payment thereon.

	8.	PRE-EMPTIVE RIGHTS.  Holders of Preferred Stock shall have no 
pre-emptive rights to acquire additional shares of Preferred Stock.

	9.	CONSIDERATION FOR PREFERRED STOCK.  Shares of Preferred Stock shall 
be offered for sale solely in exchange for Real Property Interests (as 
hereinafter defined).  Shares of Preferred Stock shall be issued in exchange 
for Real Property Interests at the rate of one (1) share of Preferred Stock for 
each one hundred dollars ($100.00) in Real Property Interests conveyed to the 
Corporation.  The dollar value of the Real Property Interests conveyed to the 
Corporation shall be equal to the fair market value thereof on the date of 
conveyance, as determined in the sole and absolute discretion of the Board.

		The term "Real Property Interest" shall mean any fee simple, 
leasehold, life estate or other possessory interest in real property and/or 
improvements thereon, whether direct or indirect, present or future, including, 
without limitation, interests in limited liability companies, partnerships, 
joint ventures, corporations, trusts or other entities possessing any of the 
foregoing interests.

EXHIBIT A


	Treasury Bill Rate

	Except as provided below in this paragraph, the "Treasury Bill Rate" for 
each dividend period will be the arithmetic average of the two most recent 
weekly per annum market discount rates (or the one weekly per annum market 
discount rate, if only one such rate shall be published during the relevant 
Calendar Period (as defined below)) for three-month U.S. Treasury bills, as 
published weekly by the Federal Reserve Board during the Calendar Period 
immediately prior to the ten calendar days immediately preceding the first day 
of the dividend period for which the dividend rate on Preferred Stock, is being 
determined.  In the event that the Federal Reserve Board does not publish such 
a weekly per annum market discount rate during any such Calendar Period, then 
the Treasury Bill Rate for the related dividend period shall be the arithmetic 
average of the two most recent weekly per annum market discount rates (or the 
one weekly per annum market discount rate, if only one such rate shall be 
published during the relevant Calendar Period) for three-month U.S. Treasury 
bills, as published weekly during such Calendar Period by any Federal Reserve 
Bank or by any U.S. Government department or agency selected by the Company.  
In the event that a per annum market discount rate for three-month U.S Treasury 
bills shall not be published by the Federal Reserve Board or by any Federal 
Reserve Bank or by any U.S. Government department or agency during such 
Calendar Period, then the Treasury Bill Rate for such dividend period shall be 
the arithmetic average of the two most recent weekly per annum market discount 
rates (or the one weekly per annum market discount rate, if only one such rate 
shall be published during the relevant Calendar Period) for all of the U.S. 
Treasury bills then having maturities of not less than 80 nor more than 100 
days, as published during such Calendar Period by the Federal Reserve Board or, 
if the Federal Reserve Board shall not publish such rates, by any Federal 
Reserve Bank or by any U.S. Government department or agency selected by the 
Company.  In the event that the Company determines in good faith that for any 
reason no such U.S. Treasury bill rates are published as provided above during 
such Calendar Period, then the Treasury Bill Rate for such dividend period 
shall be the arithmetic average of the per annum market discount rates based 
upon bids during such Calendar Period for each of the issues of marketable 
non-interest bearing U.S. Treasury securities with a maturity of not less than 
80 nor more than 100 days from the date of each such quotation, as quoted daily 
for each business day in New York City (or less frequently if daily quotations 
shall not be generally available) to the Company by at least three recognized 
primary U.S. Government securities dealers selected by the Company.  In the 
event that the Company determines in good faith that for any reason the Company 
cannot determine the Treasury Bill Rate for any dividend period as provided 
above in this paragraph, the Treasury Bill Rate for such dividend period shall 
be the arithmetic average of the per annum market discount rates based upon the 
closing bids during such Calendar Period for each of the issues of marketable 
interest-bearing U.S. Treasury securities with a maturity of not less than 80 
nor more than 100 days from the date of each such quotation, as quoted daily 
for each business day in New York City (or less frequently if daily quotations 
shall not be generally available) to the Company by at least three recognized 
primary U.S. Government securities dealers selected by the Company.

	Ten Year Constant Maturity Rate

	Except as provided below in this paragraph, the "Ten Year Constant  
Maturity Rate" for each dividend period shall be the arithmetic average of the 
two most recent weekly per annum Ten Year Average Yields (or the one weekly per 
annum Ten Year Average Yield, if only one such Yield shall be published during 
the relevant Calendar Period as provided below, as published weekly by the 
Federal Reserve Board during the Calendar Period immediately prior to the ten 
calendar days immediately preceding the first day of the dividend period for 
which the dividend rate on Preferred Stock is being determined.  In the event 
that the Federal Reserve Board does not publish such a weekly per annum Ten 
Year Average Yield during such Calendar Period, then the Ten Year Constant 
Maturity Rate for such dividend period shall be the arithmetic average of the 
two most recent weekly per annum Ten Year Average Yields (or the one weekly per 
annum Ten Year Average Yield, if only one such Yield shall be published during 
such Calendar Period), as published weekly during such Calendar Period by any 
Federal Reserve Bank or by any U.S. Government department or agency selected by 
the Company.  In the event that a per annum Ten Year Average Yield shall not be 
published by the Federal Reserve Board or by any Federal Reserve Bank or by any 
U.S. Government department or agency during such Calendar Period, then the Ten 
Year Constant Maturity Rate for such dividend period shall be the arithmetic 
average of the two most recent weekly per annum average yields to maturity (or 
the one weekly average yield to maturity, if only one such yield shall be 
published during the relevant Calendar Period) for all of the actively traded 
marketable U.S. Treasury fixed interest rate securities (other than Special 
Securities (as defined below)) then having maturities of not less tan eight nor 
more than twelve years, as published during such Calendar Period by the Federal 
Reserve Board or, if the Federal Reserve Board shall not publish such yields, 
by any Federal Reserve Bank o by any U.S. Government department or agency 
selected by the Company.  In the event that the Company determines in good 
faith that for any reason the Company cannot determine the Ten Year Constant 
Maturity Rate for any dividend period as provided above in this paragraph, then 
the Ten Year Constant Maturity Rate for such dividend period shall be the 
arithmetic average of the per annum average yields to maturity based upon the 
closing bids during such Calendar Period for each of the issues of actively 
traded marketable U.S. Treasury fixed interest rate securities (other than 
Special Securities) with a final maturity date not less than eight nor more 
than twelve years from the date of each such quotation, as quoted daily for 
each business day in New York City (or less frequently if daily quotations 
shall not be generally available) to the Company by at least three recognized 
primary U.S. Government securities dealers selected by the Company.

	Twenty Year Constant Maturity Rate

	Except as provided below in this paragraph, the "Twenty Year Constant 
Maturity Rate" for each dividend period shall be the arithmetic average of the 
two most recent weekly per annum Twenty Year Average Yields (or the one weekly 
per annum Twenty year Average Yield, if only one such Yield shall be published 
during the relevant Calendar Period), as published weekly by the Federal 
Reserve Board during the Calendar Period immediately prior to the ten calendar 
days immediately preceding the first day of the dividend period for which the 
dividend rate on Preferred Stock is being determined. In the event that the 
Federal Reserve Board does not publish such a weekly per annum Twenty Year 
Average Yield during such Calendar Period, then the Twenty Year Constant 
Maturity Rate for such dividend period shall be the arithmetic average of the 
two most recent weekly per annum Twenty Year Average Yields (or the one weekly 
per annum Twenty Year Average Yield, if only one such Yield shall be published 
during such Calendar Period), as published weekly during such Calendar Period 
by any Federal Reserve Bank or by any U.S. Government department or agency 
selected by the Company.  In the event that a per annum Twenty Year Average 
Yield shall not be published by the Federal Reserve Board or by any Federal 
Reserve Bank or by any U.S. Government department or agency during such 
Calendar Period, then the Twenty Year Constant Maturity Rate for such dividend 
period shall be the arithmetic average of the two most recent weekly per annum 
average yields to maturity (or the one weekly average yield to maturity, if 
only one such yield shall be published during such Calendar Period) for all of 
the actively traded marketable U.S. Treasury fixed interest rate securities 
(other than Special Securities) then having maturities of not less than 
eighteen nor more than twenty-two years, as published during such Calendar 
Period by the Federal Reserve Board or, if the Federal Reserve Board shall not 
publish such yields, by any Federal Reserve Bank or by any U.S. Government 
department or agency selected by the Company.  In the event that the Company 
determines in good faith that for any reason the Company cannot determine the 
Twenty Year Constant Maturity Rate for any dividend period as provided above in 
this paragraph, then the Twenty Year Constant Maturity Rate for such dividend 
period shall be the arithmetic average of the per annum average yields to 
maturity based upon the closing bids during such Calendar Period for each of 
the issues of actively traded marketable U.S. Treasury fixed interest rate 
securities (other than Special Securities) with a final maturity date not less 
than eighteen nor more than twenty-two years from the date of each such 
quotation, as quoted daily for each business day in New York City (or less 
frequently if daily quotations shall not be generally available) to the Company 
by at least three recognized primary U.S. Government securities dealers 
selected by the Company.

	As used herein, the term "Calendar Period" means a period of 14 calendar 
days; the term "Special Securities" means securities which may, at the option 
of the holder, be surrendered at face value in payment of any federal estate 
tax or which provide tax benefits to the holder and are priced to reflect such 
tax benefits or which were originally issued at a deep or substantial discount; 
the term "Ten Year Average Yield" means the average yield to maturity for 
actively traded marketable U.S. Treasury fixed interest rate securities 
(adjusted to constant maturities of ten years); and the term "Twenty Year 
Average Yield" means the average yield to maturity for actively traded 
marketable U.S. Treasury fixed interest rate securities (adjusted to constant 
maturities of 20 years).