empagree.htm


    EXHIBIT
      10.1

    


    THIRD
      AMENDMENT TO EMPLOYMENT AGREEMENT

     

    THIS
      THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this
“Agreement”), entered into as of the 14th day of December, 2007, by
      and between
      SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation and bank holding
      company (“Summit”) and H. CHARLES MADDY, III, (“Maddy”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      on March 4, 2005, Summit and Maddy entered into that certain Employment
      Agreement whereby Summit agreed to employ Maddy and Maddy accepted employment
      as
      the Chief Executive Officer of Summit (the “Employment Agreement”);
      and

     

    WHEREAS,
      the term of the Employment Agreement commenced on March 4, 2005, and extends
      until March 4, 2008; and

     

    WHEREAS,
      the Board of Directors of Summit or a committee designated by the Board of
      Directors of Summit is required by the terms of the Employment Agreement to
      review the Employment Agreement at least annually, and the Board of Directors
      of
      Summit may, with the approval of Maddy, extend the term of the Employment
      Agreement annually for one (1) year periods (so that the actual term of the
      Employment Agreement will always be between two and three years);
      and

     

    WHEREAS,
      on December 6, 2005, the Compensation and Nominating Committee of the Board
      of
      Directors of Summit met to review the Employment Agreement and extended the
      term
      of the Employment Agreement for an additional one (1) year until March 4, 2009;
      and

     

    WHEREAS,
      on December 14, 2006, the Compensation and Nominating Committee of the Board
      of
      Directors of Summit met to review the Employment Agreement and extended the
      term
      of the Employment Agreement for an additional one (1) year until March 4,
      2010;

     

    WHEREAS,
      on December 14, 2007, the Compensation and Nominating Committee of the Board
      of
      Directors of Summit met to review the Employment Agreement and extended the
      term
      of the Employment Agreement for an additional one (1) year until March 4, 2011;
      and

     

    WHEREAS,
      Maddy and Summit desire to enter into this Agreement to evidence the extension
      of the Employment Agreement for an additional one (1) year until March 4,
      2011.

     

    NOW
      THEREFORE, for in consideration of the premises and mutual covenants, agreements
      and undertakings, and for good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties covenant and agree
      as
      follows:

     

    1.           Amendment
      to Employment Agreement.  Effective as of the date of this
      Agreement, the term of the Employment Agreement shall be until March 4,
      2011.

     

    2.           Enforceable
      Documents.  Except as modified herein, all terms and conditions of
      the Employment Agreement, as the same may be supplemented, modified, amended
      or
      extended from time to time, are and shall remain in full force and
      effect.

     

    3.           Authority.  The
      undersigned are duly authorized by all required action or agreement to enter
      into this Agreement.

     

    4.           Modifications
      to Agreement.  This Agreement may be amended or modified only by
      an instrument or document in writing signed by the person or entity against
      whom
      enforcement is sought.

     

    5.           Governing
      Law.  This Agreement, and any documents executed in connection
      herewith or as required hereunder, and the rights and obligations of the
      undersigned hereto and thereto, shall be governed by, construed and enforced
      in
      accordance with the laws of the State of West Virginia.

     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed and delivered this
      Agreement as of the date first written above.

     

                        SUMMIT
      FINANCIAL
      GROUP, INC.

    


    


                        By:           /s/
      Oscar M. Bean__________________

     

                        Its:            Chairman
      of the Board of Directors        
    

     

     

                                                                                                                                         
/s/
      H.
      Charles Maddy, III__________________

                         
H.
      Charles Maddy,
      III