amend2directdefplan.htm


     

    
      

      

    

    
 

    Exhibit
10.14

    SUMMIT
FINANCIAL GROUP, INC.

    AMENDMENT
NO. 2 TO DIRECTORS DEFERRAL PLAN

     

    This
Amendment No. 2 to The Summit Financial Group, Inc.’s Company Directors Deferral
Plan, to be effective as of December 31, 2008, provided, however, that all
provisions applicable to compliance under Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”) shall be effective as of January 1, 2005,
by and among the Summit Financial Group, Inc., or any successor corporation
(hereinafter referred to as the “Company”), Summit Community Bank, as successor
in interest to South Branch Valley National Bank, a banking corporation with its
principal place of business in West Virginia, or any successor corporation
(hereinafter refereed to as the “Trustee”) and the members of the Board of
Directors of Summit Financial Group, Inc. (hereinafter referred to both
individually and collectively as the “Director” or “Participant”).

     

    WHEREAS, the Company
established The Summit Financial Group, Inc.’s Company Directors Deferral Plan
on April 25, 2000 (the “Benefit Plan”);

     

    WHEREAS, Director is a
Participant in the Benefit Plan;

     

    WHEREAS, Subsection A of
Section XVI of the Benefit Plan allows amendment of the Benefit Plan by the
mutual written consent of the Participant, the Company and the
Trustee;

     

    WHEREAS, Summit Community
Bank, as successor in interest to South Branch Valley National Bank, is the
Trustee;

     

    WHEREAS, the parties have
previously amended said Benefit Plan by an Amendment No. 1 effective December
30, 2005;

     

    WHEREAS, the Benefit Plan
needs to be further modified to comply with provisions of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), and regulations and
guidance issued thereunder and the parties hereto intend this amendment to
comply with Transition Relief promulgated by the Internal Revenue Service
pursuant to Code Section 409A, and accordingly, notwithstanding any other
provisions of this Amendment No. 2, this amendment applies only to amounts that
would not otherwise be payable in 2006, 2007 or 2008 and shall not cause (i) an
amount to be paid in 2006 that would not otherwise be payable in such year, (ii)
an amount to be paid in 2007 that would not otherwise be payable in such year,
or (iii) an amount to be paid in 2008 that would not otherwise be payable in
such year, and to the extent necessary to qualify under Transition Relief issued
under said Code Section 409A, 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), Director, by executing this Amendment No. 2, shall be
deemed to have elected the timing and distribution provisions of this Amendment
No. 2, and to have elected the form of distribution or distributions as set
forth herein, all prior to December 31, 2008; and

     


    
      
         


      

      
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    NOW THEREFORE WITNESSETH: in accordance with the
provisions of Subsection A of Section XVI of the Benefit Plan and in
consideration of the mutual covenants set forth herein, the parties hereto agree
as follows:

     

    1.           Section
III of said Benefit Plan is hereby amended to read in full as
follows:

     

    III.           ELECTION
OF DEFERRED COMPENSATION AND INVESTMENTS

     

    The
Director shall, for any calendar year, prior to the beginning of such calendar
year, file a written statement with the Company notifying them as to the percent
(%) or dollar amount of fees as defined in Paragraph II and to be earned in that
calendar year that is to be deferred, and any such election shall be irrevocable
as of the last day of the prior calendar year with respect to the year to which
the election relates.  An election may be changed or revoked
respecting any subsequent calendar year, if so changed or revoked by written
election delivered to the Company prior to the beginning of such subsequent
calendar year, which change or revocation shall also be irrevocable as of the
last day of the prior calendar year with respect to the year to which the change
or revocation relates.

     

    Notwithstanding
the above paragraph, in the case of the first year in which a Director becomes
eligible to participate in the Benefit Plan, such election may be made with
respect to fees paid for services performed subsequent to the election within 30
days after the date the Director becomes eligible to participate in the Benefit
Plan (and if so made during such 30 day period such election shall be
irrevocable, as of the last day of such 30 day period, as to such fees paid for
services performed subsequent to the election and during the remainder of the
same calendar year in which such election has been made), provided however that
such Director meets all of the following requirements for “Initial
Eligibility”:  a Director shall only be considered as meeting the
requirements for ‘Initial Eligibility’ hereunder, if, in any instance in
which such Director is participating or has at any time participated in this
Benefit Plan or any other plan which is, under the aggregation rules of Code
Section 409A and the regulations and guidance issued thereunder, aggregated with
this Benefit Plan and with respect to which amounts deferred hereunder and under
such other plan or plans are treated as deferred under a single plan
(hereinafter sometimes referred to as the “Aggregated Plans”), (i) he or
she has been paid all amounts deferred under this Benefit Plan and he or
she has been paid all amounts deferred under any and all such Aggregated Plans,
if any, and (ii) on and before the

     


    
      
         


      

      
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    date of
the last payment to such Director under this Benefit Plan and any and all of the
Aggregated Plans, if any, as the case may be, such Director was not eligible to
continue (or to elect to continue) to participate in the Benefit Plan or
any of the Aggregated Plans, if any, for periods after such last payment (other
than through an election of a different time and form of payment with respect to
the amounts paid,) or (iii) such Director ceased being eligible to participate
(other than the accrual of earnings), in all of the following plans in which
Director has participated: (1) this Benefit Plan and (2) any of the Aggregated
Plans, if any, regardless of whether all amounts deferred under this Benefit
Plan and any of the Aggregated Plans, if any in which Director has participated,
as the case may be, have been paid, and such Director subsequently becomes
eligible to participate in this Benefit Plan and the Director has not been
eligible to participate (other than the accrual of earnings) in this Benefit
Plan or any such Aggregated Plan at any time during the 24-month period
ending on the date the Director becomes eligible to participate in this Benefit
Plan. Any election made after the thirty (30) day period specified in the
preceding sentences and any election made within such period by a Director who
does not meet the above requirements for ‘Initial Eligibility’ shall not be
effective until the calendar year following the date of said
election.

     

    Notwithstanding
any of the foregoing, for deferrals relating all or in part to services
performed on or before December 31, 2005, a written statement may be filed on or
before March 15, 2005 with the Company by the Director participating in the
Benefit Plan, notifying the Company as to the percent (%) or dollar amount of
fees as defined in Paragraph II, relating all or in part to services performed
after the date of said election and on or before December 31, 2005, that is to
be deferred.

     

    Signed
written statements, including but not limited to, modifications or revocations,
filed under this section, unless modified or revoked in writing, shall be valid
for all succeeding years and a written modification or revocation shall only be
effective as to deferral of fees beginning in the calendar year after the
calendar year in which such written modification or revocation is
delivered.

     

    In
addition, the Director may file with the Trustee quarterly investment options
setting forth the percentage that should hypothetically be invested in each
particular investment vehicle.  (A copy of said investment election
form is attached hereto, marked as Exhibit “A-1” and fully incorporated herein
by reference).  Said amounts shall not actually be invested in
said

     


    
      
         


      

      
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    investments,
and said investment options are merely for the purpose of calculating interest
and returns on the Deferred Compensation Account as set forth in Paragraph
V.  The Trustee shall not be under any duty to advise a participant or
beneficiary with respect to any said hypothetical investment.  Said
investment options must be received by the Trustee on or before the 25th day of
the month prior to the beginning of the quarter to which such options
relate.

     

    2.           Section
VII of said Benefit Plan is hereby amended to read in full as
follows:

     

    VII.           PAYMENT
OF DIRECTOR'S DEFERRED COMPENSATION

     

    Subject
to Subparagraphs VII (A) and (B) hereinbelow, the amounts in the Directors
Deferred Compensation Account shall be paid, at the election of the Director, in
a lump sum, or five (5), ten (10), fifteen (15), or twenty (20) equal annual
installments, plus or minus each year the annual interest gained or market value
lost during the year, all provided that the Director has a Separation from
Service other than by death after attaining the age of sixty-five years, which
may sometimes be referred to in this Benefit Plan or in election or other forms
related thereto as ‘retirement.’  The Director shall make said
election no later than the date prior to the first date on which services are
performed with respect to which any fees are deferred under this Benefit
Plan.  In the event the Director fails to make said election by said
date, then the Director shall be deemed to have elected, as of said date, to
receive the payments in ten (10) equal annual installments.  Any such election or deemed
election of form of distribution hereunder shall be irrevocable when made or
deemed made and may not be revoked or changed at any time.  The
amount payable would be the balance of the Director’s Deferred Compensation
Account as defined in Section IV, including all interest and returns credited
pursuant to Paragraph V.  The payments set forth herein shall commence
thirty (30) days after the end of the calendar quarter following the Director’s
Separation from Service.

     

    Notwithstanding
the foregoing, only during the period ending December 31, 2008, pursuant to Code
Section 409A Transition Relief, Directors are permitted to file elections on or
before December 31, 2008 changing any previous election of a lump sum, or five
(5), ten (10), fifteen (15), or twenty (20) equal annual installments, and any
such Transition Relief election shall be irrevocable as of December 31, 2008,
and any such Transition Relief election shall apply only to amounts that would
not

     


    
      
         


      

      
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    otherwise
be payable in 2006, 2007 or 2008 and shall not cause (i) an amount to be paid in
2006 that would not otherwise be payable in such year, (ii) an amount to be paid
in 2007 that would not otherwise be payable in such year, or (iii) an amount to
be paid in 2008 that would not otherwise be payable in such year.

     

    Notwithstanding
any other provisions of this Section VII or this Benefit Plan, in any instance
in which the Director is participating or has at any time participated in
any other plan which is, under the aggregation rules of Code Section 409A and
the regulations and guidance issued thereunder, aggregated with
this Benefit Plan and with respect to which amounts deferred hereunder and
under such other plan or plans are treated as deferred under a single plan
(hereinafter sometimes referred to as an “Aggregated Plan” or together as the
“Aggregated Plans”), then in such instance the first election made (or
deemed made) by such Director under any of the Aggregated Plans shall be deemed
to be the Director’s election under this Benefit Plan, in accordance with the
timing requirements specified herein.

     

    (A)           Separation from Service of
the Director other than by death and before attaining the age of sixty-five
years.  Subject to Subparagraph VII (B) hereinbelow, if the
Director Separates from Service other than by death and prior to attaining the
age of sixty-five years, then the Director shall receive the account balance1 in a lump sum thirty (30) days after the
end of the calendar quarter following the Director’s Separation from
Service.

     

    (B)           Six month delay for payment upon Separation from Service
other than by death of
Director.  Notwithstanding any other provision of this Benefit
Plan, no payment upon or based upon Separation from Service may be made under
this Benefit Plan before the date that is six months after the date of
Separation from Service, other than by death, of a Director if the Director is a
Specified Employee on the Director’s date of Separation from
Service.  In the event a distribution under this Benefit Plan is
delayed pursuant to this paragraph, the originally scheduled payment shall be
delayed until six months after the date of Separation from Service as
follows:  (i) if payments are scheduled under this Benefit Plan to be
made in installments, all such installment payments which would have otherwise
been paid within six (6) months after the date of a Separation from Service
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; or

     

    

      
        

      

    

      
      1
Deferrals plus credited interest and returns

       

    


    
      
         


      

      
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    (ii) if
payment is scheduled under this Benefit 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.

     

    (C)           “Specified
Employee” means, in the case of any Director meeting the requirements of Code
Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the
regulations thereunder and disregarding section 416(i)(5)) at any time during
the 12 month period ending on any Specified Employee Identification Date,
which shall be December 31 of each calendar year (or otherwise meeting the
requirements applicable to qualification as a ‘Specified Employee’ under Code
Section 409A and the regulations and guidance issued thereunder), that such
Director shall, for purposes of this Benefit Plan, thereafter be a Specified
Employee under this Benefit Plan for the period of time consisting of the entire
12-month period beginning on the Specified Employee Effective Date, and said
Specified Employee Effective Date shall be the first day of the fourth month
following the Specified Employee Identification Date.

     

    (D)            “Separation
from Service” means the good faith, complete expiration and termination of
Director’s service, as a member of the Board of Directors or
otherwise, with all of those of Company and its Affiliates, as
the case may be, with respect to which the Director serves on the Board of
Directors or otherwise, for any reason.  In addition, notwithstanding
any of the foregoing, the term “Separation from Service” shall be interpreted
under this Benefit Plan in a manner consistent with the requirements of
Code Section 409A including, but not limited to (i) an examination of the
relevant facts and circumstances, as set forth in Code Section 409A and the
regulations and guidance thereunder, in the case of any performance of services
or availability to perform services after a purported termination or Separation
from Service, (ii) in any instance in which such Director is
participating or has at any time participated in any other plan which is, under
the aggregation rules of Code Section 409A and the regulations and guidance
issued thereunder, aggregated with this Benefit Plan and with respect to
which amounts deferred hereunder and under such other plan or plans are treated
as deferred under a single plan (hereinafter sometimes referred to as an
“Aggregated Plan” or together as the “Aggregated Plans”), then in such
instance the Director shall only be considered to meet the requirements of
a Separation from Service hereunder if such Director meets (a) the
requirements of a Separation from Service under all such Aggregated Plans and
(b) the requirements of a Separation from Service under
this Benefit

     


    
      
         


      

      
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    Plan
which would otherwise apply, (iii) in any instance in which a Director is
an employee and an independent contractor of Company or any Affiliate or both
the Director must have a Separation from Service in all such capacities to
meet the requirements of a Separation from Service hereunder, although,
notwithstanding the foregoing, if a Director provides services both as an
employee and a member of the Board of Directors of Company or any Affiliate or
both or any combination thereof, the services provided as an employee
are not taken into account in determining whether the Director has had
a Separation from Service as a Director under this Benefit Plan, provided
that no plan in which such Director participates or has participated in his
or her capacity as an employee is an Aggregated Plan.

     

    3.           Section
VIII of said Benefit Plan is hereby amended to read in full as
follows:

     

    VIII.         DEATH
OF DIRECTOR PRIOR TO SEPARATION FROM SERVICE

     

    In the
event of the death of the Director prior to Separation from Service, the
Director’s account balance shall be paid in a lump sum thirty (30) days after
the end of the calendar quarter following the Director’s death and shall be made
to a beneficiary or beneficiaries designated by the Director in writing and
delivered to the Company.  In the event no designation is made, the
Director’s account balance shall be paid thirty (30) days after the end of the
calendar quarter following the Director’s death in a lump sum to the Director’s
estate.  The lump sum payment to be made under this Paragraph shall be
the Director's account
balance1 as
determined at the quarterly evaluation following the Director’s
death.

     

    4.           Section
IX of said Benefit Plan is hereby amended to read in full as
follows:

     

    IX.           DIRECTOR'S
DEATH AFTER SEPARATION FROM SERVICE BUT BEFORE RECEIVING ALL
PAYMENTS

     

    In the
event of the death of the Director after Separation from Service, but prior to
receiving all payments due under this Benefit Plan, the Director’s account
balance shall be paid in a lump sum thirty (30) days after the end of the
calendar quarter following the Director’s death and shall be made to a
beneficiary or beneficiaries designated by the Director in writing and
delivered to the Company.  In the event no designation is made, the
Director’s account balance shall be paid in a lump sum to the
Director’s

     


    
      
         


      

      
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    estate.
 The lump sum payment to be made under this Paragraph shall be the
Director’s account
balance1 as
determined at the quarterly evaluation following the Director’s
death.

     

    5.           Section
XV of said Benefit Plan is hereby amended to read in full as
follows:

     

    XV.           CLAIMS
PROCEDURE AND ARBITRATION

     

    Any
person claiming a benefit under the Benefit Plan (a “Claimant”) shall present
the claim, in writing, to the Company or the Plan Fiduciary and Administrator
and the Company or the Plan Fiduciary and Administrator shall respond in
writing.  If the claim is denied in whole or in part, the written notice of
denial shall state, in a manner calculated to be understood by the
Claimant:

     

    (a)           The
specific reason or reasons for denial, with specific references to the Benefit
Plan provisions on which the denial is based;

     

    (b)           A
description of any additional material or information necessary for the Claimant
to perfect his or her claim and an explanation of why such material or
information is necessary; and

     

    (c)           An
explanation of the Benefit Plan’s claims review procedure and the time limits
applicable to such procedures, including a statement of the Claimant’s right to
bring a civil action under Section 502(a) of ERISA following an adverse benefit
determination on review.

     

    The
written notice denying or granting the Claimant’s claim shall be provided to the
Claimant within ninety (90) days after the Company or the Plan Fiduciary and
Administrator’s receipt of the claim, unless special circumstances require an
extension of time for processing the claim.  If such an extension is
required, written notice of the extension shall be furnished by the Company or
the Plan Fiduciary and Administrator to the Claimant within the initial ninety
(90) day period and in no event shall such an extension exceed a period of
ninety (90) days from the end of the initial ninety (90) day period.  Any
extension notice shall indicate the special circumstances requiring the
extension and the date on which the Company or the Plan Fiduciary and
Administrator expects to render a decision on the claim.  Any claim not
granted or denied within the period noted above shall be deemed to have been
denied on the last day of the applicable period. In the case of any
extension hereunder, the notice of extension shall specifically explain the
standards on which entitlement to a benefit is based,

     


    
      
         


      

      
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    the
unresolved issues that prevent a decision on the claim, and the additional
information needed to resolve those issues, and the Claimant shall be afforded
at least 45 days within which to provide the specified information.

     

    Any
Claimant whose claim is denied in whole or in part, or deemed to be denied under
the preceding sentences, (or such Claimant’s authorized representative,) may,
within sixty (60) days after the Claimant’s receipt of notice of the denial, or
after the date of the deemed denial, request a review of the denial by notice
given, in writing, to the Company or the Plan Fiduciary and Administrator.
 Upon such a request for review, the claim shall be fully and fairly
reviewed by the Company or the Plan Fiduciary and Administrator (or its
designated representative) which may, but shall not be required to, grant the
Claimant a hearing.  In connection with the review, the Claimant may have
representation, may, upon request and free of charge, be provided reasonable
access to and copies of pertinent documents, records, and information, and may
submit documents, records, issues and comments in writing.

     

    The
decision on review normally shall be made within sixty (60) days of the Company
or the Plan Fiduciary and Administrator’s receipt of the request for review.
 If an extension of time is required due to special circumstances, the
Claimant shall be notified, in writing, by the Company or the Plan Fiduciary and
Administrator prior to the end of the sixty (60) day period, and the time limit
for the decision on review shall be extended to one hundred twenty (120) days.
 The decision on review shall be in writing and shall state, in a manner
calculated to be understood by the Claimant, the specific reasons for the
decision and shall include references to the relevant Benefit Plan provisions on
which the decision is based.  The written decision on review shall be given
to the Claimant within the sixty (60) day (or, if applicable, the one hundred
twenty (120) day) time limit discussed above.  If the decision on review is
not communicated to the Claimant within the sixty (60) day (or, if applicable,
the one hundred twenty (120) day) period discussed above, the claim shall be
deemed to have been denied upon review. All decisions on review shall be final
and binding with respect to all concerned parties, provided, however, that if
Claimants continue to dispute the benefit denial based upon completed
performance of this Benefit Plan or the meaning and effect of the terms and
conditions thereof, then Claimants may submit the dispute to a Board of
Arbitration for final arbitration.   Said Board shall consist of
one member selected by the Claimant, one member selected by the Company, one
member selected by the first two members.  The Board shall operate under
any generally

     


    
      
         


      

      
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    recognized
set of arbitration rules.  The parties hereto agree that they and their
heirs, personal representatives, successors and assigns shall be bound by the
decision of such Board with respect to any controversy properly submitted to it
for determination.

     

    All
actions permitted in this Section XV to be taken by the Claimant may likewise be
taken by a representative of the Claimant duly authorized to act in such matters
on the Claimant’s behalf.  The Company or the Plan Fiduciary and
Administrator may require such evidence of the authority to act of any such
representative as it may reasonably deem necessary or advisable.

     

    6.           Any
additions or modifications to the Benefit Plan must be in writing and signed by
the parties, all provided that (i) no such amendment shall be effective if
it would, if effective, cause this Benefit Plan to violate Code Section 409A and
the regulations and guidance thereunder or cause any amount of compensation or
payment hereunder to be subject to a penalty tax under Code Section 409A and the
regulations and guidance issued thereunder, which amount of compensation or
payment would not have been subject to a penalty tax under Code Section 409A and
the regulations and guidance thereunder in the absence of such amendment and
(ii) the provisions of subparagraph (i) above are irrevocable.  This
Amendment No. 2 may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all of which shall together
constitute  only one agreement.

     

    IN WITNESS WHEREOF the parties
hereto acknowledge that each has carefully read this Amendment No. 2 and
executed the original thereof, individually, in the case of Director, or by its
respective duly authorized officer in the case of Trustee and Company, all on
the _9th___ day
of _October__,
2008.

     





    
      
        
          
            
              
                
                  
                    
                      	 
      	 
      	
                              COMPANY:

                               

                            
	
                              /s/ Teresa D.
      Ely_________________

                            	 
      	
                              /s/ H.
      Charles Maddy, III_________

                            
	
                              Witness

                               

                            	 
      	
                              Title:_President
      & CEO__________

                            
	 
      	 
      	
                              TRUSTEE:

                               

                            
	
                              
                                /s/ Teresa D.
      Ely_________________

                              

                            	 
      	
                              /s/ H. Charles Maddy,
      III_________

                            
	
                              Witness

                               

                            	 
      	
                              Title:_President
      & CEO__________

                            
	
                              
                                /s/ Teresa D.
      Ely_________________

                              

                            	 
      	
                              /s/ H. Charles Maddy,
      III_________

                            
	
                              Witness

                               

                            	 
      	
                              Director

                            
	
                              
                                /s/ Teresa D.
      Ely_________________

                              

                            	 
      	
                              /s/ Oscar
      M. Bean_______________

                            
	
                              Witness

                               

                            	 
      	
                              Director

                            
	
                              
                                /s/ Teresa D.
      Ely_________________

                              

                            	 
      	
                              /s/ Gary L.
      Hinkle_______________

                            
	
                              Witness

                            	 
      	
                              Director

                            


                    

                  

                

              

            

          

        

      

    

     

    
 

    
      
        
        

      

      
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                                  /s/ Teresa D.
      Ely_________________

                                

                              	 
      	
                                /s/ Dewey F. Bensenhaver,
      MD            
      

                              
	
                                Witness

                                 

                              	 
      	
                                Director

                              
	
                                
                                  /s/ Teresa D.
      Ely_________________

                                

                              	 
      	
                                /s/ James P. Geary,
      II   ___________

                              
	
                                Witness

                                 

                              	 
      	
                                Director

                              
	
                                
                                  /s/ Teresa D.
      Ely_________________

                                

                              	 
      	
                                /s/
      Gerald
      Huffman_______________

                              
	
                                Witness

                                 

                              	 
      	
                                Director

                              
	
                                
                                  /s/ Teresa D.
      Ely_________________

                                

                              	 
      	
                                /s/
      Phoebe Fisher Heishman _______

                              
	
                                Witness

                                 

                              	 
      	
                                Director

                              
	
                                
                                  /s/ Teresa D.
      Ely_________________

                                

                              	 
      	
                                /s/ James
      M. Cookman ___________

                              
	
                                Witness

                                 

                              	 
      	
                                Director

                              
	
                                
                                  /s/ Teresa D.
      Ely_________________

                                

                              	 
      	
                                /s/ Thomas J. Hawse,
      III_____________

                              
	
                                Witness

                                 

                              	 
      	
                                Director

                              
	
                                
                                  /s/ Teresa D.
      Ely_________________

                                

                              	 
      	
                                /s/  John W.
      Crites__________________

                              
	
                                Witness

                                 

                              	 
      	
                                Director

                              
	
                                
                                  /s/ Teresa D.
      Ely_________________

                                

                              	 
      	
                                /s/  Charles
      S. Piccirillo_______________

                              
	
                                Witness

                                 

                              	 
      	
                                Director

                              
	
                                /s/ Pamela J.
      Newman____________

                              	 
      	
                                /s/  Frank
      A. Baer, III_______________

                              
	
                                Witness

                              	 
      	
                                Director

                              


                      

                    

                  

                

              

            

          

        

      

    

    

 

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