exhibit10.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

              

                            Exhibit
            10.1
              
    

      

    


    EXECUTIVE
      SALARY CONTINUATION AGREEMENT THAT

    SUPERCEDES
      AND REPLACES

    THE
      EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN AGREEMENT

    EFFECTIVE
      JANUARY 25, 2002, AS AMENDED

     

    THIS
      AGREEMENT, made and entered into this ____ day of July, 2007, by and
      between Summit Community Bank, a bank, organized and existing under the laws
      of
      the State of West Virginia (hereinafter referred to as the “Bank”), and
      _________________, an Executive of the Bank (hereinafter referred to as the
      “Executive”).

     

    WHEREAS,
      the Bank and the Executive are parties to an Executive Supplemental
      Retirement Plan Agreement effective the 25th day
      of January, 2002, and thereafter amended, that provides for the payment of
      certain benefits.  This Executive Salary Continuation Agreement and
      the benefits provided hereunder shall supercede and replace the existing
      Executive Supplemental Retirement Plan Agreement and the benefits provided
      thereby;

     

    WHEREAS,
      the Executive has been and continues to be a valued Executive of the
      Bank;

     

    WHEREAS,
      the purpose of this Agreement is to further the growth and development of the
      Bank by providing the Executive with supplemental retirement income, and thereby
      encourage the Executive’s productive efforts on behalf of the Bank and the
      Bank’s shareholders, and to align the interests of the Executive and those
      shareholders.

     

    WHEREAS,
      it is the desire of the Bank and the Executive to enter into this Agreement
      under which the Bank will agree to make certain payments to the Executive at
      retirement or the Executive’s Beneficiary in the event of the Executive’s death
      pursuant to this Agreement;

     

    WHEREAS,
      the Bank intends this Amendment and Restatement to comply with Final Regulations
      and Transition Relief promulgated by the Internal Revenue Service pursuant
      to
      Code Section 409A, and accordingly, notwithstanding any other provisions of
      this
      Amended and Restated Agreement, this amendment applies only to amounts that
      would not otherwise be payable in 2007 and shall not cause an amount to be
      paid
      in 2007 that would not otherwise be payable in such year, and to the extent
      necessary to qualify under such Transition Relief to not be treated as a change
      in the form and timing of a payment under section 409A(a)(4) or an acceleration
      of a payment under section 409A(a)(3), the Executive, by executing this
      Agreement, shall be deemed to have elected the form and timing of distribution
      provisions of this Amended and Restated Agreement, on or before December 31,
      2007.

     

    ACCORDINGLY,
      it is intended that the Agreement be “unfunded” for purposes of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”) and not be
      construed to provide income to the participant or beneficiary under the Internal
      Revenue Code of 1986, as amended (the “Code”), particularly Section 409A of the
      Code and guidance or regulations issued thereunder, prior to actual receipt
      of
      benefits; and

    
 

    THEREFORE,
      it is agreed as follows:

     

    
      	
              I.  

            	
              EFFECTIVE
                DATE

            


    

     

    Except
      as
      otherwise provided herein, the Effective Date of this Agreement shall be January
      1, 2006.

     

    II.           FRINGE
      BENEFITS

     

    The
      salary continuation benefits provided by this Agreement are granted by the
      Bank
      as a fringe benefit to the Executive and are not part of any salary reduction
      plan or an arrangement deferring a bonus or a salary increase.  The
      Executive has no option to take any current payment or bonus in lieu of these
      salary continuation benefits except as set forth hereinafter.

     

    III.           DEFINITIONS

     

    
      	
               

            	
              A.

            	
              Retirement
                Date:

            


    

     

    If
      the
      Executive remains in the continuous employ of the Bank until at least the
      Executive’s Normal Retirement Age, (except as otherwise set forth in Paragraph
      IX,) and provided that no determination of Disability of Executive, at any
      time
      prior to Executive’s Normal Retirement Age, has been made, (regardless of any
      return to active service of Executive subsequent to any such determination
      of
      Disability,) the Executive’s Retirement Date shall be the date on which the
      Executive attains the age of sixty-five (65) years or has a Separation from
      Service, whichever is later.

    


    
      	
               

            	
              B.

            	
              Normal
                Retirement Age:

            


    

     

    Normal
      Retirement Age shall mean the date on which the Executive attains age
      ___________ (___).

     

    C.           Plan
      Year:

     

    Any
      reference to “Plan Year” shall mean a calendar year from January 1 to December
      31.  In the year of implementation, the term “Plan Year” shall mean
      the period from the effective date to December 31 of the year of the effective
      date.

     

    D.           Termination
      of Employment:

     

    Termination
      of Employment shall mean voluntary resignation of employment by the Executive,
      the Bank’s discharge of the Executive without cause (Subparagraph III [E]),
      prior to the Normal Retirement Age (Subparagraph III [B]).

     

    E.           Separation
      from Service:

     

    “Separation
      from Service” shall mean that the Executive has experienced a Termination of
      Employment from the Bank.  Where the Executive continues to perform
      services for the Bank following a Termination of Employment, however, and the
      facts and circumstances indicate that such services are intended by the Bank
      and
      the Executive to be more than “insignificant” services, a Separation from
      Service will not be deemed to have occurred and any amounts deferred under
      this
      Agreement may not be paid or made available to the Executive.  The
      determination of whether such services are considered “insignificant” will be
      based upon all facts and circumstances relating to the termination and upon
      any
      applicable rules and regulations issued under Section 409A of the
      Code.  Military leave, sick leave, or other bona fide leaves of
      absence are not generally considered terminations of employment and whether
      or
      not any such leave of absence is a “Separation from Service” shall be determined
      in accordance with any applicable rules and regulations issued under Section
      409A of the Code.

                 

          
      F.   Discharge
      for Cause:

     

    The
      term
“for cause” shall mean for the conviction of Executive for commission of a
      felony against the Bank or any Affiliate.  If a dispute arises as to
      discharge “for cause,” such dispute shall be resolved by arbitration as set
      forth in this Executive Plan.  In the alternative, if the Executive is
      permitted to resign due to inappropriate conduct as defined above, the Board
      of
      Directors may vote to deny all benefits.  A majority decision by the
      Board of Directors is required for forfeiture of the Executive’s
      benefits.

     

    G. 
 Change
      of Control:

     

    “Change
      of Control” shall mean (a) a change of ownership of the Bank or its parent
      Company (“Company”) that would have to be reported to the Securities and
      Exchange Commission as a Change of Control, including but not limited to the
      acquisition by any “person” and/or entity as defined by securities regulations
      and law, (other than the Company or the Bank or the Company or Bank employee
      benefit plan) of direct or indirect “beneficial ownership” as defined, of
      twenty-five percent (25%) or more of the combined voting power of the Bank’s or
      the Company’s then outstanding securities; or (b) the failure during any period
      of three (3) consecutive years of individuals who at the beginning of such
      period constitute the Board of Bank or Company for any reason to constitute
      at
      least a majority thereof, unless the election of each director who was not
      a
      director at the beginning of such period has been approved in advance by
      directors representing at least two-thirds (2/3) of the directors at the
      beginning of the period; or (c) the consummation of a “Business Combination” as
      defined in the Articles of Incorporation of Summit Financial Group,
      Inc.  With respect to (a) and (c) above, the date of a Change of
      Control shall be deemed to be the date of the earlier of the date of (i)
      consummation of the transaction involving the Change in Control, or (ii) the
      execution of a definitive agreement by the Bank or Company involving a
      transaction deemed to be a Change in Control.

     

    
      	
               

            	
              H.

            	
              Restriction
                on Timing of Distribution:

            


    

     

    Notwithstanding
      any provision of this Agreement to the contrary, distributions under this Plan
      to the Executive may not commence earlier than six (6) months after the date
      of
      a Separation from Service, as that term is used under Section 409A if, pursuant
      to Code Section 409A, the Executive is considered a “specified employee” under
      Code Section 416(i), of the Bank if any stock of the Bank is publicly traded
      on
      an established securities market or otherwise.  In the event a
      distribution under this Plan is delayed pursuant to this paragraph, the
      originally scheduled payment shall be delayed until six months after the date
      of
      Separation from Service and shall commence instead on the first day of the
      seventh month following Separation from Service.  If payments are
      scheduled under this Plan to be made in installments, the first six (6) months
      of installment payments shall be delayed, aggregated, and paid instead on the
      first day of the seventh month after Separation from Service, after which all
      installment payments shall be made on their regular schedule.  If
      payment is scheduled under this Plan to be made in a lump sum, the lump payment
      shall be delayed until six months after the date of Separation from Service
      and
      instead be made on the first day of the seventh month after the date of
      Separation from Service.

     

    
      	
               

            	
              I.

            	
              Beneficiary:

            


    

     

    The
      Executive shall have the right to name a Beneficiary of the Death
      Benefit.  Such Beneficiary shall also be the Beneficiary respecting
      any distribution upon death under Paragraph XI.  The Executive shall
      have the right to name such Beneficiary at any time prior to the Executive’s
      death and submit it to the Plan Administrator (or Plan Administrator’s
      representative) on the form provided.  Once received and acknowledged
      by the Plan Administrator, the form shall be effective.  The Executive
      may change a Beneficiary designation at any time by submitting a new form to
      the
      Plan Administrator.  Any such change shall follow the same rules as
      for the original Beneficiary designation and shall automatically supersede
      the
      existing Beneficiary form on file with the Plan Administrator.

     

    If
      the
      Executive dies without a valid Beneficiary designation on file with the Plan
      Administrator, death benefits shall be paid to the Executive’s
      estate.

     

    If
      the
      Plan Administrator determines in its discretion that a benefit is to be paid
      to
      a minor, to a person declared incompetent, or to a person incapable of handling
      the disposition of that person’s property, the Plan Administrator may direct
      distribution of such benefit to the guardian, legal representative or person
      having the care or custody of such minor, incompetent person or incapable
      person.  The Plan Administrator may require proof of incompetence,
      minority or guardianship as it may deem appropriate prior to distribution of
      the
      benefit.  Any distribution of a benefit shall be a distribution for
      the account of the Executive and the Beneficiary, as the case may be, and shall
      be a complete discharge of any liability under the Agreement for such
      distribution amount.

     

    
      	
               

            	
              J.

            	
              Disability:

            


    

     

    “Disability”
      shall mean the Executive: (i) is unable to engage in any substantial gainful
      activity by reason of any medically determinable physical or mental impairment
      which can be expected to result in death or can be expected to last for a
      continuous period of not less than twelve (12) months, or (ii) is, by reason
      of
      any medically determinable physical or mental impairment which can be expected
      to result in death or can be expected to last for a continuous period of not
      less than twelve (12) months, receiving income replacement benefits for a period
      of not less than three (3) months under an accident and health plan covering
      employees of the Bank.  Medical determination of Disability may be
      made by either the Social Security Administration or by the provider of an
      accident or health plan covering employees of the Bank.  Upon the
      request of the Plan Administrator, the Executive must submit proof to the Plan
      Administrator of Social Security Administration’s or the provider’s
      determination.

     

    IV.           RETIREMENT
      BENEFIT AND POST-RETIREMENT DEATH BENEFIT

     

    Subject
      to the provisions in the following paragraph of this Article IV, upon attainment
      of the Retirement Date, (as set forth in Subparagraph III [A,] subject to the
      provisions of Paragraph IX,) the Bank shall pay the Executive an annual benefit
      equal to __________ ________ ($______), the “Retirement
      Benefit.”  Said Retirement Benefit shall be paid in equal monthly
      installments (1/12th of the
      annual
      benefit) until the death of the Executive.  Said payment shall be made
      the first day of the month following (i) the date of such Separation from
      Service, (ii) the date of attainment of Normal Retirement Age or (iii) if
      applicable, in accordance with the Restriction on Timing of Distribution,
      whichever is latest.  Upon the death of the Executive after attainment
      of the Retirement Date, (as set forth in III [A,] subject to the provisions
      of
      Paragraph IX,) if there is a balance in the accrued liability retirement
      account, such balance shall be paid in a lump sum to the
      Beneficiary.  Said payment due hereunder shall be made the first day
      of the second month following the Executive’s death.

     

    Notwithstanding
      the foregoing paragraph of this Article IV, in the event that Executive is
      vested in his or her Retirement Benefit 25% or less, the Executive shall receive
      a lump sum payment equal to the present value of the accrued liability
      retirement account in lieu of the annual benefit set forth in the preceding
      paragraph.  Said lump sum payment shall be made to Executive within
      thirty (30) days following attainment of Normal Retirement Age.

     

    V.           DEATH
      BENEFIT PRIOR TO RETIREMENT

     

    In
      the
      event the Executive should die while actively employed by the Bank at any time
      after the date of this Agreement but prior to the Executive’s Separation from
      Service, and prior to any determination of Disability (and as provided in
      Paragraph X,) the Bank will pay the accrued balance on the date of death, of
      the
      Executive’s accrued liability retirement account in a lump sum, thirty (30) days
      following the Executive’s death to the Beneficiary.  Said payment due
      hereunder shall be made by the first day of the second month following the
      Executive’s death.

     

    VI.           BENEFIT
      ACCOUNTING/ACCRUED LIABILITY RETIREMENT ACCOUNT

     

    Notwithstanding
      any provision herein to the contrary, the provisions of this Paragraph VI,
      shall
      be effective beginning January 1, 2006.  Prior to the date on which
      Executive attains Executive’s Normal Retirement Age, and during the time that
      Executive continues in the employment of Bank, (or after Separation from Service
      but before Executive has attained Normal Retirement Age if a Change in Control
      has occurred and Executive has thereafter had a Termination of Employment as
      set
      forth in Paragraph IX,) and provided this Agreement is in effect, the Bank
      shall
      account for this benefit using Generally Accepted Accounting Principles
      (“GAAP”).  Prior to the date on which Executive attains Executive’s
      Normal Retirement Age and during the time that Executive continues in the
      employment of Bank, and prior to any determination of Disability of Executive
      prior to Executive attaining Normal Retirement Age, (or after Separation from
      Service but before Executive has attained Executive’s Normal Retirement Age if a
      Change in Control has occurred and Executive has had a Termination of Employment
      as set forth in Paragraph IX) and provided this Agreement is in effect, the
      Bank
      shall establish an accrued liability retirement account for the Executive into
      which appropriate reserves shall be accrued sufficient so that if the account
      were increased ratably each year prior to Executive attaining Normal Retirement
      Age and during which Executive continued in the employment of Bank (or after
      Separation from Service but before Executive has attained Executive’s Normal
      Retirement Age if a Change in Control has occurred and Executive has had a
      Termination of Employment as set forth in Paragraph IX) and using a compound
      interest rate as set forth in Schedule A attached hereto and incorporated herein
      by reference; provided, however, that such interest rate set forth on Schedule
      A
      may be changed, for purposes of the calculation of the accrued liability
      retirement account hereunder, by the Compensation Committee of Bank at any
      time
      and from time to time but only in good faith and in a manner that the
      Compensation Committee of the Bank reasonably determines to be consistent with
      industry standards at the time of such change of interest rate herein,
      sufficient funds would be available to pay the Retirement Benefit to Executive,
      still assuming a compound interest rate as set forth on Schedule A (again
      provided, however, as stated above, that such interest rate may be changed,
      for
      purposes of the calculation of the accrued liability retirement account
      hereunder, by the Compensation Committee of the Bank at any time and from time
      to time but only in good faith and in a manner that the Compensation Committee
      of the Bank reasonably determines to be consistent with industry standards
      at
      the time of such change of interest rate herein,) for the life expectancy of
      Executive, based upon the United States Life Insurance Company mortality
      tables (or tables of a reasonably comparable life
      insurance company if such mortality tables are no longer available) mortality
      tables in effect from time to time as such accruals are made.

     

    VII.           Vesting

     

    The
      Executive shall be vested in the Retirement Benefit in accordance with the
      following schedule from the Effective Date of the original
      Agreement.

    


    
      	
               

            	
              Total
                Years of Employment

            


    

    
      	
               

            	
              with
                the Bank from

            


    

    
      	
               

            	
              Effective
                Date of

            


    

    
      	
                                             
                Original Agreement
                         )

            	
              Vested
                (to a maximum of 100%)

            


    

    1                                                          ____%

    2                                                          ____%

    3                                                          ____%

    4                                                          ____%

    5                                                          ____%

    6                                                          ____%

    7                                                          ____%

    8                                                          ____%

    9                                                          ____%

    10                                                        ____%

    11                                                        ____%

    12                                                        ____%

    13                                                        ____%

    14                                                        ____%

    15                                                        ____%

    16                                                        ____%

    17                                                        ____%

    18                                                        ____%

    19                                                        ____%

    20
      or
      more                                             100%

    


    VIII.                      TERMINATION
      OF EMPLOYMENT

     

    Subject
      to the provisions of Paragraph IX, (and no payment shall be made hereunder
      if
      the provisions of Paragraph IX are applicable,) in the event that the employment
      of the Executive shall terminate prior to Normal Retirement Age, and prior
      to
      any determination of Disability, by the Executive’s voluntary action, or by the
      Executive’s discharge by the Bank without cause, then this Agreement shall
      terminate upon the date of Separation from Service and the Bank shall pay to
      the
      Executive an amount of money equal to the present value of the vested percentage
      of the Retirement Benefit, as provided in Paragraph IV, as of the date of said
      Separation from Service.  This compensation shall be paid in one lump
      sum thirty (30) days following the Executive’s Separation from Service or, if
      the Restriction on Timing of Distribution is applicable, then in accordance
      with
      the Restriction on Timing of Distribution.

     

    In
      the
      event the Executive’s death should occur after such termination but prior to the
      payment provided for in this paragraph, the balance shall be paid, in a lump
      sum
      to the Beneficiary.  Said payment due hereunder shall be made the
      first day of the second month following the decease of the Executive, provided,
      however, that in no event shall such payment be made later than the fifteenth
      day of the third month after the Executive’s Separation from Service and if the
      fifteenth day of the third after the Executive’s Separation from Service is
      later than the first day of the second month following the decease of the
      Executive, such payment shall be made to such Beneficiary on the fifteenth
      day
      of the third month following the Executive’s Separation from
      Service.

    


    In
      the
      event the Executive shall be discharged for cause at any time, or should the
      Board vote to deny all benefits as set forth in Subparagraph III [F], this
      Agreement shall terminate and all benefits provided herein shall be
      forfeited.

    


    IX.           CHANGE
      OF CONTROL

     

    If
      the
      Executive subsequently suffers a Termination of Employment (voluntarily or
      involuntarily), or Separation from Service except for cause, anytime subsequent
      to a Change of Control, (provided that there has been no determination of
      Disability prior to such Termination of Employment,)  then the
      Executive shall receive the benefits stated and in accordance with Paragraph
      IV,
      herein upon attaining Normal Retirement Age, as if the Executive had been
      continuously employed by the Bank until the Executive’s Normal Retirement
      Age.  Said payment shall be made in accordance with Code Section
      409A.  The Executive will also remain eligible for all promised death
      benefits in this Agreement.  In addition, no sale, merger or
      consolidation of the Bank shall take place unless the new or surviving entity
      expressly acknowledges the obligations under this Agreement and agrees to abide
      by its terms.

    


    X.  DISABILITY

     

    In
      the
      event that a determination of Disability is made respecting the Executive,
      during any period of employment prior to Executive attaining Normal Retirement
      Age (and the Executive, notwithstanding any other provision of this Agreement,
      including but not limited to any provision of Subparagraph III [J,] shall not
      be
      considered disabled for purposes of this Paragraph X if the Executive has had
      a
      Separation from Service or Termination of Employment prior to such Disability,
      without returning to active employment with the Bank and being actively employed
      with the Bank at the time of such Disability, even if such Separation of Service
      or Termination of Employment has taken place after a Change in Control and
      Executive, although no longer employed by Bank, may be eligible for a Retirement
      Benefit pursuant to Paragraph IX or otherwise), the Bank shall establish an
      account (hereinafter sometimes referred to as the “Disability Account”) in an
      amount equal to the balance as of the date of Disability of Executive of the
      accrued liability retirement account established on the Executive’s behalf
      pursuant to this Agreement, (provided that the Bank shall be required to do
      so
      only once for each Executive, and with respect to an Executive who has a
      determination of Disability prior to Normal Retirement Age and who returns
      to
      active employment with the Bank and a subsequent determination of Disability,
      also prior to Normal Retirement Age, is made respecting the Executive, the
      Bank
      shall not be required to establish a Disability Account other than any
      Disability Account established upon the first determination of Disability of
      the
      Executive.)  Interest at a rate equivalent to the Moody’s Seasoned Baa
      Corporate Bond Yield per annum then in effect (or if no such rate is then
      published or in effect, then at the rate equivalent to the yield of reasonably
      comparable instruments selected by the Compensation Committee of the Bank)
      shall
      be accrued and added to the Disability Account and distributions subtracted
      therefrom until complete distribution hereunder.  Upon Executive
      attaining Normal Retirement Age after a determination of Disability, the Bank
      shall distribute to the Executive, (commencing on the first day of the month
      following the date the Executive attains the Executive’s Normal Retirement Age,
      and subject to the ‘Restriction on Timing of Distribution’ as defined in this
      Agreement,) the Disability Account of Executive in One Hundred Twenty (120)
      equal monthly installments.  Notwithstanding the foregoing, if the
      Executive would have been vested in his or her Retirement Benefit under this
      Plan 25% or less upon attaining Normal Retirement Age after continuous
      employment with the Bank, if no Disability had occurred, then the Disability
      Account shall not be paid to Executive upon attaining Normal Retirement Age
      in
      installments, but shall be paid to Executive in a lump sum on the first day
      of
      the month following the date on which Executive attains Normal Retirement Age,
      subject, however, to the Restriction on Timing of Distribution, if
      applicable.  In the event of the death of Executive after a
      determination of Disability and regardless of whether Executive has attained
      Normal Retirement Age, any portion of any Disability Account of Executive not
      yet distributed to Executive hereunder shall be distributed, in a lump sum
      thirty (30) days following the Executive’s death to the
      Beneficiary.  Said payment due hereunder shall be made by the first
      day of the second month following the Executive’s death.  After a
      determination of Disability prior to Executive’s Normal Retirement Age, no other
      benefits than those set forth in this Paragraph X will be owed or payable to
      the
      Executive or any Beneficiary under this Agreement under any circumstances,
      including but not limited to, during the period of Disability, upon death,
      upon
      attaining Normal Retirement Age or Retirement Date, or in the event of any
      subsequent return to active service or subsequent period of
      Disability.

    


    
      	
              XI.

            	
              RESTRICTION
                UPON FUNDING

            


    

     

    The
      Bank
      shall have no obligation to set aside, earmark or entrust any fund or money
      with
      which to pay its obligations under this Executive Plan.  The
      Executive, their beneficiary(ies), or any successor in interest shall be and
      remain simply a general creditor of the Bank in the same manner as any other
      creditor having a general claim for matured and unpaid
      compensation.

    


    The
      Bank
      reserves the absolute right, at its sole discretion, to either fund the
      obligations undertaken by this Executive Plan or to refrain from funding the
      same and to determine the extent, nature and method of such
      funding.  Should the Bank elect to fund this Executive Plan, in whole
      or in part, through the purchase of life insurance, mutual funds, disability
      policies or annuities, the Bank reserves the absolute right, in its sole
      discretion, to terminate such funding at any time, in whole or in
      part.  At no time shall any Executive be deemed to have any lien,
      right, title or interest in any specific funding investment or assets of the
      Bank.

    


    If
      the
      Bank elects to invest in a life insurance, disability or annuity policy on
      the
      life of the Executive, then the Executive shall assist the Bank by freely
      submitting to a physical exam and supplying such additional information
      necessary to obtain such insurance or annuities.

    


    XII.           MISCELLANEOUS

     

    
      	
               

            	
              A.

            	
              Alienability
                and Assignment Prohibition:

            


    

     

    Neither
      the Executive, nor the Executive’s surviving spouse, nor any other
      beneficiary(ies) under this Executive Plan shall have any power or right to
      transfer, assign, anticipate, hypothecate, mortgage, commute, modify or
      otherwise encumber in advance any of the benefits payable hereunder nor shall
      any of said benefits be subject to seizure for the payment of any debts,
      judgments, alimony or separate maintenance owed by the Executive or the
      Executive’s beneficiary(ies), nor be transferable by operation of law in the
      event of bankruptcy, insolvency or otherwise.  In the event the
      Executive or any beneficiary attempts assignment, commutation, hypothecation,
      transfer or disposal of the benefits hereunder, the Bank’s liabilities shall
      forthwith cease and terminate.

     

    
      	
               

            	
              B.

            	
              Binding
                Obligation of the Bank and any Successor in
                Interest:

            


    

     

    The
      Bank
      shall not merge or consolidate into or with another bank or sell substantially
      all of its assets to another bank, firm or person until such bank, firm or
      person expressly agree, in writing, to assume and discharge the duties and
      obligations of the Bank under this Executive Plan.  This Executive
      Plan shall be binding upon the parties hereto, their successors, beneficiaries,
      heirs and personal representatives.

     

    
      	
               

            	
              C.

            	
              Amendment
                or Revocation:

            


    

     

    It
      is
      agreed by and between the parties hereto that, during the lifetime of the
      Executive, this Agreement may be amended or revoked at any time or times, in
      whole or in part, by the mutual written consent of the Executive and the
      Bank.  Any such amendment shall not be effective to decrease or
      restrict any Executive’s accrued benefit under this Agreement, determined as of
      the date of amendment, unless agreed to in writing by the Executive, and
      provided further, no amendment shall be made, or if made, shall be effective,
      if
      such amendment would cause the Agreement to violate Code Section
      409A.  In the event this Agreement is terminated, such termination
      shall not cause a distribution of benefits, except under limited circumstances
      as permitted under Section 409A (i.e., 30 days before or 12 months after a
      Change of Control event, upon termination of all arrangements of the same type,
      or upon corporate dissolution or bankruptcy).

     

    
      	
               

            	
              D.

            	
              Gender:

            


    

     

    Whenever
      in this Executive Plan words are used in the masculine or neuter gender, they
      shall be read and construed as in the masculine, feminine or neuter gender,
      whenever they should so apply.

     

    
      	
               

            	
              E.

            	
              Headings:

            


    

     

    Headings
      and subheadings in this Executive Plan are inserted for reference and
      convenience only and shall not be deemed a part of this Executive
      Plan.

     

    
      	
               

            	
              F.

            	
              Applicable
                Law:

            


    

     

    The
      laws
      of the State of West Virginia shall govern the validity and interpretation
      of
      this Agreement.

     

    
      	
               

            	
              G.

            	
              Partial
                Invalidity:

            


    

     

    If
      any
      term, provision, covenant, or condition of this Executive Plan is determined
      by
      an arbitrator or a court, as the case may be, to be invalid, void, or
      unenforceable, such determination shall not render any other term, provision,
      covenant, or condition invalid, void, or unenforceable, and the Executive Plan
      shall remain in full force and effect notwithstanding such partial
      invalidity.

     

    
      	
               

            	
              H.

            	
              Not
                a Contract of Employment:

            


    

     

    This
      Agreement shall not be deemed to constitute a contract of employment between
      the
      parties hereto, nor shall any provision hereof restrict the right of the Bank
      to
      discharge the Executive, or restrict the right of the Executive to terminate
      employment.

     

    
      	
               

            	
              I.

            	
              Tax
                Withholding:

            


    

     

    The
      Bank
      shall withhold any taxes that are required to be withheld, under federal, state
      or local tax laws, including without limitation under Section 409A of the Code
      and regulations thereunder, from the benefits provided under this
      Agreement.  The Executive acknowledges that the Bank’s sole liability
      regarding taxes is to forward any amounts withheld to the appropriate taxing
      authority(ies).

     

    
      	
               

            	
              J.

            	
              Opportunity
                to Consult with Independent
                Advisors:

            


    

     

    The
      Executive acknowledges that he has been afforded the opportunity to consult
      with
      independent advisors of his choosing including, without limitation, accountants
      or tax advisors and counsel regarding both the benefits granted to him under
      the
      terms of this Agreement and the:  (i) terms and conditions which may
      affect the Executive’s right to these benefits; and (ii) personal tax effects of
      such benefits including, without limitation, the effects of any federal or
      state
      taxes, Section 280G of the Code, Section 409A of the Code and guidance or
      regulations thereunder, and any other taxes, costs, expenses or liabilities
      whatsoever related to such benefits, which in any of the foregoing instances
      the
      Executive acknowledges and agrees shall be the sole responsibility of the
      Executive notwithstanding any other term or provision of this
      Agreement.  The Executive further acknowledges and agrees that the
      Bank shall have no liability whatsoever related to any such personal tax effects
      or other personal costs, expenses, or liabilities applicable to the Executive
      and further specifically waives any right for himself or herself, and his or
      her
      heirs, beneficiaries, legal representative, agents, successor and assign to
      claim or assert liability on the part of the Bank related to the matters
      described above in this paragraph.  The Executive further acknowledges
      that he has read, understands and consents to all of the terms and conditions
      of
      this Agreement, and that he enters into this Agreement with a full understanding
      of its terms and conditions.

     

    
      	
               

            	
              K.

            	
              Permissible
                Acceleration Provision:

            


    

     

    Under
      Section 409A(a)(3), a payment of deferred compensation may not be accelerated
      except as provided in regulations by the Code.  Certain permissible
      payment accelerations include payments necessary to comply with a domestic
      relations order, payments necessary to comply with certain conflict of interest
      rules, payments intended to pay employment taxes, and certain de minimis
      payments related to the Executive’s termination of the Executive’s interest in
      the plan.

     

    
      	
               

            	
              L.

            	
              Supersede
                and Replace Entire Agreement:

            


    

     

    This
      Agreement shall supersede the Executive Supplemental Retirement Plan Agreement
      effective the 25th day of January, 2002, and shall replace
      the entire Agreement of the parties pertaining to this particular Executive
      Supplemental Retirement Plan Agreement.

     

    
      	
              XIII.  

            	
                     
                ADMINISTRATIVE AND CLAIMS
                PROVISION

            


    

     

    
      	
               

            	
              A.

            	
              Plan
                Administrator:

            


    

     

    The
“Plan
      Administrator” of this Executive Plan shall be Summit Financial
      Group.  As Plan Administrator, the Bank shall be responsible for the
      management, control and administration of the Executive Plan.  The
      Plan Administrator may delegate to others certain aspects of the management
      and
      operation responsibilities of the Executive Plan including the employment of
      advisors and the delegation of ministerial duties to qualified
      individuals.

     

    B.           Claims
      Procedure:

     

    a.           Filing
      a Claim for Benefits:

     

    Any
      insured, beneficiary, or other individual, (“Claimant”) entitled to benefits
      under this Executive Plan will file a claim request with the Plan
      Administrator.  The Plan Administrator will, upon written request of a
      Claimant, make available copies of all forms and instructions necessary to
      file
      a claim for benefits or advise the Claimant where such forms and instructions
      may be obtained.  If the claim relates to disability benefits, then
      the Plan Administrator shall designate a sub-committee to conduct the initial
      review of the claim (and applicable references below to the Plan Administrator
      shall mean such sub-committee).

     

    b.           Denial
      of Claim:

     

    A
      claim
      for benefits under this Executive Plan will be denied if the Bank determines
      that the Claimant is not entitled to receive benefits under the Executive
      Plan.  Notice of a denial shall be furnished the Claimant within a
      reasonable period of time after receipt of the claim for benefits by the Plan
      Administrator.  This time period shall not exceed more than ninety
      (90) days after the receipt of the properly submitted claim.  In the
      event that the claim for benefits pertains to disability, the Plan Administrator
      shall provide written notice within forty-five (45) days.  However, if
      the Plan Administrator determines, in its discretion, that an extension of
      time
      for processing the claim is required, such extension shall not exceed an
      additional ninety (90) days.  In the case of a claim for disability
      benefits, the forty-five (45) day review period may be extended for up to thirty
      (30) days if necessary due to circumstances beyond the Plan Administrator’s
      control, and for an additional thirty (30) days, if necessary.  Any
      extension notice shall indicate the special circumstances requiring an extension
      of time and the date by which the Plan Administrator expects to render the
      determination on review.

     

    c.           Content
      of Notice:

     

    
      	
               

            	
              The
                Plan Administrator shall provide written notice to every Claimant
                who is
                denied a claim for benefits which notice shall set forth the
                following:

            


    

    


    
      	
               

            	
              (i.)

            	
              The
                specific reason or reasons for the
                denial;

            


    

    


    
      	
               

            	
              (ii.)

            	
              Specific
                reference to pertinent Executive Plan provisions on which the denial
                is
                based;

            


    

    


    
      	
               

            	
              (iii.)

            	
              A
                description of any additional material or information necessary for
                the
                Claimant to perfect the claim, and any explanation of why such material
                or
                information is necessary; and

            


    

    


    
      	
               

            	
              (iv.)

            	
              Any
                other information required by applicable regulations, including with
                respect to disability benefits.

            


    

    


    
      	
               

            	
              d.

            	
              Review
                Procedure:

            


    

    


    
      	
               

            	
              The
                purpose of the Review Procedure is to provide a method by which a
                Claimant
                may have a reasonable opportunity to appeal a denial of a claim to
                the
                Plan Administrator for a full and fair review.  The Claimant, or
                his duly authorized representative,
                may:

            


    

    


    
      	
               

            	
              (i.)

            	
              Request
                a review upon written application to the Plan Administrator. Application
                for review must be made within sixty (60) days of receipt of written
                notice of denial of claim.  If the denial of claim pertains to
                disability, application for review must be made within one hundred
                eighty
                (180) days of receipt of written notice of the denial of
                claim;

            


    

    


    
      	
               

            	
              (ii.)

            	
              Review
                and copy (free of charge) pertinent Executive Plan documents, records
                and
                other information relevant to the Claimant’s claim for
                benefits;

            


    

    


    
      	
               

            	
              (iii.)

            	
              Submit
                issues and concerns in writing, as well as documents, records, and
                other
                information relating to the claim.

            


    

    


    
      	
               

            	
              e.

            	
              Decision
                on Review:

            


    

    


    
      	
               

            	
              A
                decision on review of a denied claim shall be made in thefollowing
                manner:

            


    

    


    
      	
               

            	
              (i.)

            	
              The
                Plan Administrator may, in its sole discretion, hold a hearing on
                the
                denied claim.  If the Claimant’s initial claim is for disability
                benefits, any review of a denied claim shall be made by members of
                the
                Plan Administrator other than the original decision maker(s) and
                such
                person(s) shall not be a subordinate of the original decision
                maker(s).  The decision on review shall be made promptly, but
                generally not later than sixty (60) days after receipt of the application
                for review.  In the event that the denied claim pertains to
                disability, such decision shall not be made later than forty-five
                (45)
                days after receipt of the application for review.  If the Plan
                Administrator determines that an extension of time for processing
                is
                required, written notice of the extension shall be furnished to the
                Claimant prior to the termination of the initial sixty (60) day
                period.  In no event shall the extension exceed a period of
                sixty (60) days from the end of the initial period.  In the
                event the denied claim pertains to disability, written notice of
                such
                extension shall be furnished to the Claimant prior to the termination
                of
                the initial forty-five (45) day period.  In no event shall the
                extension exceed a period of thirty (30) days from the end of the
                initial
                period.  The extension notice shall indicate the special
                circumstances requiring an extension of time and the date by which
                the
                Plan Administrator expects to render the determination on
                review.

            


    

    


    
      	
               

            	
              (ii.)

            	
              The
                decision on review shall be in writing and shall include specific
                reasons
                for the decision written in an understandable manner with specific
                references to the pertinent Executive Plan provisions upon which
                the
                decision is based.

            


    

    


    
      	
               

            	
              (iii.)

            	
              The
                review will take into account all comments, documents, records and
                other
                information submitted by the Claimant relating to the claim without
                regard
                to whether such information was submitted or considered in the initial
                benefit determination.  Additional considerations shall be
                required in the case of a claim for disability benefits.  For
                example, the claim will be reviewed without deference to the initial
                adverse benefits determination and, if the initial adverse benefit
                determination was based in whole or in part on a medical judgment,
                the
                Plan Administrator will consult with a health care professional with
                appropriate training and experience in the field of medicine involving
                the
                medical judgment.  The health care professional who
                is consulted on appeal will not be the same individual who was
                consulted during the initial determination or the subordinate of
                such
                individual.  If the Plan Administrator obtained the advice of
                medical or vocational experts in making the initial adverse benefits
                determination (regardless of whether the advice was relied upon),
                the Plan
                Administrator will identify such
                experts.

            


    

    


    
      	
               

            	
              (iv.)

            	
              The
                decision on review will include a statement that the Claimant is
                entitled
                to receive, upon request and free of charge, reasonable access to,
                and
                copies of, all documents, records or other information relevant to
                the
                Claimant’s claim for benefits.

            


    

    


    
      	
               

            	
              f.

            	
              Exhaustion
                of Remedies:

            


    

    


    
      	
               

            	
              A
                Claimant must follow the claims review procedures under this Executive
                Plan and exhaust his or her administrative remedies before taking
                any
                further action with respect to a claim for
                benefits.

            


    

    


    
      	
              C.  

            	
              Arbitration:

            


    

    


    If
      claimants continue to dispute the benefit denial based upon completed
      performance of this Executive Plan or the meaning and effect of the terms and
      conditions thereof, then claimants may submit the dispute to an Arbitrator
      in
      West Virginia for final arbitration.  The Arbitrator shall be selected
      by mutual agreement of the Bank and the claimants.  The Arbitrator
      shall operate under the rules then in effect of the American Arbitration
      Association.  The parties hereto agree that they and their heirs,
      personal representatives, successors and assigns shall be bound by the decision
      of such Arbitrator with respect to any controversy properly submitted to it
      for
      determination.

    


    Where
      a
      dispute arises as to the Bank’s discharge of the Executive “for cause,” such
      dispute shall likewise be submitted to arbitration as above described and the
      parties hereto agree to be bound by the decision thereunder.

     

    XIV.                      TERMINATION
      OR MODIFICATION OF AGREEMENT BY REASON OFCHANGES IN THE LAW, RULES OR
      REGULATIONS

     

    The
      Bank
      is entering into this Agreement upon the assumption that certain existing tax
      laws, rules and regulations will continue in effect in their current
      form.  If any said assumptions should change and said change has a
      detrimental effect on this Executive Plan, then the Bank reserves the right
      to
      terminate or modify this Agreement accordingly, but only to the extent necessary
      to conform this Agreement to the provisions and requirements of any applicable
      law (including ERISA and the Code, including, but not limited to Section 409A
      of
      the Code and regulations thereunder).

    


    Upon
      a
      Change of Control, the provisions of Paragraph IX respecting assumption of
      the
      obligations of this Agreement by the successor entity shall apply.

     

    IN
      WITNESS WHEREOF, the parties hereto acknowledge that each has carefully
      read this Agreement and executed the original thereof on the first day set
      forth
      hereinabove, and that, upon execution, each has received a conforming
      copy.

     

    SUMMIT
      COMMUNITY BANK

     

    Moorefield,
      West Virginia

    


                                                                                                    
      By:                                                                    
                     

    Witness                                                                              
        (Bank Officer other
      than
      Insured)                             Title

     

     

     

     

                                                                                                                                                     

    Witness

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    SCHEDULE
      A

    to

    EXECUTIVE
      SALARY CONTINUATION AGREEMENT

    BETWEEN
      SUMMIT COMMUNITY BANK

    AND
      _______________

     

    


    This
      Schedule A to the Executive Salary
      Continuation Agreement between Summit Community Bank and _____________________
      sets forth the rate of interest under Section VI of the Agreement for purposes
      of determining the accrued liability reserve and is incorporated as a part
      of
      the Agreement.  This Schedule A is effective January 1, 2006, and
      shall remain in effect unless amended or revised according to the provisions
      set
      forth in Section VI of the Agreement.

    


    Interest
      Rate                                           6.28%


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    BENEFICIARY
      DESIGNATION FORM

     

    FOR
      THE EXECUTIVE SALARY CONTINUATION

     

    AGREEMENT
      THAT SUPERSEDES AND REPLACES THE EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
      AGREEMENT EFFECTIVE JANUARY 25, 2002, AS AMENDED

     

    


    
      	
              I.

            	
              PRIMARY
                DESIGNATIONS

            
	 	 	 	 	 
	 	
              A.

            	
              Person(s)
                as a Primary Designation:

              (Please
                indicate the percentage for each beneficiary.)

            
	 	
               

              1.

            	
               

              Name:

            	
               

              Relationship:

            	
               

              SS#:

            	
               

                                 %

            
	 	 	
               

              Address:

            
	 	 	 	
              (Street)

            	
                  (City)

            	
              (State)

            	
              (Zip)

            
	 	 	 
	 	
               

              2.

            	
               

              Name:

            	
               

              Relationship:

            	
               

              SS#:

            	
               

                                 %

            
	 	 	
               

              Address:

            
	 	 	 	
              (Street)

            	
                  (City)

            	
              (State)

            	
              (Zip)

            
	 	 	 
	 	
               

              3.

            	
               

              Name:

            	
               

              Relationship:

            	
               

              SS#:

            	
               

                                 %

            
	 	 	
               

              Address:

            
	 	 	 	
              (Street)

            	
                  (City)

            	
              (State)

            	
              (Zip)

            
	 	 	 
	 	
               

              4.

            	
               

              Name:

            	
               

              Relationship:

            	
               

              SS#:

            	
               

                                 %

            
	 	 	
               

              Address:

            
	 	 	 	
              (Street)

            	
                  (City)

            	
              (State)

            	
              (Zip)

            
	 	 
	
              II.

            	
              ESTATE
                AND/OR TRUST AS PRIMARY DESIGNATIONS

            
	 	 	 	 	 
	 	
              A.

            	
              Estate
                as a Primary Designation:

              An
                Estate can still be listed even if there is no
                will.

            
	 	 	
               

              My
                Primary Beneficiary is The Estate of

            	 	
               

              as
                set forth in the Last Will and

            
	 	 	 	
              (Insert
                full name)

            	 	 
	 	 	
              Testament
                dated the

            	 	
              day
                of

            	 	 	
              ,
                200

            	
              and
                any codicils thereto.

            
	 	 	 
	 	
              B.

            	
              Trust
                as a Primary Designation:

            
	 	 	
               

              Name
                of the Trust:

            
	 	 	
               

              Execution
                Date of the Trust:

            	
               

              Name
                of the Trustee:

            
	 	 	
               

              Beneficiary
                of the Trust:

              (please
                indicate the
                percentage for each beneficiary):

            
	 	 	
               

              Name(s):

            
	 	 	
               

              Name(s):

            
	 	 	
               

              Is
                this an Irrevocable Life
                Insurance Trust?        □
                Yes                                                                                                
                □ No

            
	 	 	
              (If
                yes and this designation is for a Joint Beneficiary Designation Agreement,
                an Assignment of Rights form must be
                completed.)

            


    

    


    
      	
              III.

            	
              SECONDARY
                (CONTINGENT) DESIGNATIONS

            
	 	 	 	 	 
	 	
              A.

            	
              Person(s)
                as a Secondary (Contingent) Designation:

              (Please
                indicate the percentage for each beneficiary in the event of the
                Primary’s
                Death.)

            
	 	
               

              1.

            	
               

              Name:

            	
               

              Relationship:

            	
               

              SS#:

            	
               

                                 %

            
	 	 	
               

              Address:

            
	 	 	 	
              (Street)

            	
                  (City)

            	
              (State)

            	
              (Zip)

            
	 	 	 
	 	
               

              2.

            	
               

              Name:

            	
               

              Relationship:

            	
               

              SS#:

            	
               

                                 %

            
	 	 	
               

              Address:

            
	 	 	 	
              (Street)

            	
                  (City)

            	
              (State)

            	
              (Zip)

            
	 	 	 
	 	
               

              3.

            	
               

              Name:

            	
               

              Relationship:

            	
               

              SS#:

            	
               

                                 %

            
	 	 	
               

              Address:

            
	 	 	 	
              (Street)

            	
                  (City)

            	
              (State)

            	
              (Zip)

            
	 	 	 
	 	
               

              4.

            	
               

              Name:

            	
               

              Relationship:

            	
               

              SS#:

            	
               

                                 %

            
	 	 	
               

              Address:

            
	 	 	 	
              (Street)

            	
                  (City)

            	
              (State)

            	
              (Zip)

            
	 	 	 
	
              IV.

            	
              ESTATE
                AND/OR TRUST AS SECONDARY (CONTINGENT)
                DESIGNATIONS

            
	 	 	 	 	 
	 	
              A.

            	
              Estate
                as a Secondary (Contingent) Designation:

            
	 	 	
               

              My
                Primary Beneficiary is The Estate of

            	 	
               

              as
                set forth in the last will and

            
	 	 	
              Testament
                dated the

            	 	
              day
                of

            	 	 	
              ,
                200

            	
              and
                any codicils thereto.

            
	 	 	 
	 	
              B.

            	
              Trust
                as a Secondary (Contingent) Designation:

            
	 	 	
               

              Name
                of the Trust:

            
	 	 	
               

              Execution
                Date of the Trust:

            	
               

              Name
                of the Trustee:

            
	 	 	
               

              Beneficiary
                of the Trust:

              (please
                indicate the
                percentage for each beneficiary):

            
	 	 	
               

              Name(s):

            
	 	 	
               

              Name(s):

            
	 	 	
               

              Is
                this an Irrevocable Life
                Insurance Trust?        □
                Yes                                                                                                
                □ No

            
	 	 	
              (If
                yes and this designation is for a Joint Beneficiary Designation Agreement,
                an Assignment of Rights form must be
                completed.)

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              V.

            	
              SIGN
                AND DATE

            


    

    


    This
      Beneficiary Designation Form is valid until the participant notifies the bank
      in
      writing.

    


    


    


                                                                                                                           
   

    Executive                                                                                            Date