exhibit4-2prefstkcert.htm


    

      



      EXHIBIT
4.2

       

       

      
        
          SPECIMEN OF PREFERRED
STOCK CERTIFICATE

 

      

      
        Number                                                              SHARES

        P_______                                                                                _______

      

      
         

      

      

       

                          SUMMIT FINANCIAL GROUP,
INC.              CUSIP 86606G 20
0

       

      SEE REVERSE FOR CERTAIN
DEFINITIONS 

       

      ORGANIZED
UNDER THE LAWS OF THE STATE OF WEST VIRGINIA

      8%
NON-CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES 2009

      THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS.  SEE REVERSE SIDE.

       

      THIS
CERTIFIES that

       

       is
the owner of

       

      FULLY
PAID AND NON-ASSESSABLE SHARES OF THE 8% NON-CUMULATIVE CONVERTIBLE PREFERRED
STOCK, SERIES 2009, PAR VALUE $1.00 PER SHARE OF

       

      SUMMIT
FINANCIAL GROUP, INC.

       

      transferable
only on the books of the Corporation by the holder hereof in person or by
Attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar. IN WITNESS WHEREOF, the said Corporation has caused this Certificate
to be signed by the facsimile signatures of its duly authorized officers and its
Corporate seal to be hereunto affixed.

       

      
        


         

        DATED:

         

         

         

                                       


                     SECRETARY

      

       

       

               

      COUNTERSIGNED
AND
REGISTERED          REGISTRAR
AND TRANSFER COMPANY TRANSFER AGENT AND REGISTRAR
BY  ___________________  (AUTHORIZED SIGNATURE)

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

       

      SPECIMEN
OF PREFERRED STOCK CERTIFICATE (cont)


       

      


      SUMMIT FINANCIAL GROUP,
INC.

       

       

      THE
CORPORATION IS AUTHORIZED TO ISSUE PREFERRED STOCK.  THE BOARD OF
DIRECTORS OF THE CORPORATION HAS THE AUTHORITY TO AMEND THE ARTICLES OF
INCORPORATION OF THE CORPORATION, WITHOUT SHAREHOLDER APPROVAL, TO ESTABLISH ONE
OR MORE CLASSES OF PREFERRED STOCK AND TO FIX THE PREFERENCES, LIMITATIONS AND
RELATIVE RIGHTS OF THE SHARES OF ANY CLASS OF PREFERRED STOCK AND TO ESTABLISH,
AND FIX VARIATIONS IN RELATIVE RIGHTS AS BETWEEN, SERIES OF ANY PREFERRED
CLASS.  THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST
AND WITHOUT CHARGE, A SUMMARY OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES
AND LIMITATIONS OF THE SHARES OF EACH CLASS AND OF EACH SERIES OF EACH CLASS OF
PREFERRED STOCK, SO FAR AS THE SAME HAVE BEEN FIXED.

      


      THE
HOLDERS OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL HAVE NO PREEMPTIVE
RIGHTS TO PURCHASE OR SUBSCRIBE TO ANY UNISSUED SHARES OF STOCK OF THE
CORPORATION.

       

      The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

       

      TEN COM
-as tenants in
common                                                                                           UNIF
GIFT MIN ACT- .................Custodian............

      TEN ENT
-as tenants by the
entireties                                                                                                                               (Cust)              (Minor)

      JT TEN
-as joint tenants with right
of                                                                                                                             under
Uniform Gifts to Minors

                       survivorship
and not as
tenants                                                                                                                            Act
..............................................

                              in
common                                                       (State)

      Additional
abbreviations may also be used though not in the above list.

       

       

      For Value Received,
______________________do hereby sell, assign and transfer
unto

       

      
        	
                 
      

              	
                PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
    ASSIGNEE

              


      

       

      
         

            _____________________________________




      

      


       

      


       

      _________________________________________________________________________________________________________________________________________________________________

      (PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE)

       

      _________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________Shares
of the 8% Non-Cumulative Convertible Preferred Stock, Series 2009 represented by
the within Certificate, and do hereby irrevocably constitute and
appoint____________________________________________________________________________________________________

      ________________________________________________________________________________________________Attorney
to

       transfer
the said Shares on the books of the within named Corporation with full power of
substitution in the premises.

       

      Dated:

       

      X___________________________________________

       

      X___________________________________________

      THE
SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON

      
        	
                 
      

              	
                     
      NOTICE:
      THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT
      ALTERATION OR

                      ENLARGEMENT
      OR ANY CHANGE WHATEVER

              


      

      Signature(s)
Guaranteed

       

      By:
_________________________________________________________________________________

       

      THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS,

      STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN

      APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.