SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          SUMMIT FINANCIAL GROUP, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)

            West Virginia                                   55-0672148
            -------------                                ------------------
    (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                       Identification No.)

         223 North Main Street
        Moorefield, West Virginia                              26836
                                                               -----
  (Address of Principal Executive Offices)                   Zip Code

       Registrant's Telephone Number,
           including Area Code:                            (304) 538-7233
                                                           --------------




                  --------------------------------------------

                            OFFICER STOCK OPTION PLAN

                  --------------------------------------------


                         H. Charles Maddy, President and
                             Chief Executive Officer
                              223 North Main Street
                         Moorefield, West Virginia 26836
                                 (304) 538-7233

                         Calculation of Registration Fee
--------------------------------------------------------------------------------

 Title of                        Proposed          Proposed
securities          Amount       maximum            maximum         Amount of
   to be             to be    offering price       aggregate       registration
registered        registered    per share*      offering price*        fee*
----------        ----------   ----------       ---------------   ------------

Common Stock
$2.50 par value     240,000      $20.83         $4,999,200.00      $1,194.80

--------------------------------------------------------------------------------


*Pursuant to Rule  457(h)(1)  under the Securities and Exchange Act of 1933, the
registration is based on the exercise price of options granted under the Officer
Stock Option Plan of Summit  Financial  Group,  Inc.  and computed  based on the
maximum number of shares (240,000) that may be granted.


<PAGE>


SUMMIT FINANCIAL GROUP, INC.
FORM S-8, PART I

223 North Main Street
Moorefield, West Virginia 26836
(304) 538-7233



     The  documents  containing  the  information  required  by  Part  I of  the
Registration  Statement  will be  provided to each  participant  in the Plans as
required  by Rule 428  (b)(i).  Such  documents  are not  being  filed  with the
Securities  and  Exchange  Commission  (the  "Commission")  in  accordance  with
instructions to Form S-8.


                                       2
<PAGE>

SUMMIT FINANCIAL GROUP, INC.
FORM S-8, PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3 - INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The proxy  statement of Summit  Financial  Group,  Inc.  ("Summit") for the
Annual  Meeting of  Shareholders  held May 16, 2002, the Annual Report of Summit
Form 10-K for the year ended  December 31, 2001,  and all other reports filed by
Summit  pursuant to Section 13 or 15(d) of the  Securities  Exchange Act of 1934
since the end of the fiscal year  covered by the Annual  Report on Form 10-K for
the year ended  December 31, 2001,  are  incorporated  herein by reference.  All
reports and other  documents  filed by Summit  pursuant  to Sections  13, 14, or
15(d) of the Securities Exchange Act of 1934, as amended,  after the date hereof
and prior to the  termination  of the  offering of  securities  hereby  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of  filing  of such  documents,  prior to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters all securities then remaining unsold.

ITEM 4 - DESCRIPTION OF SECURITIES

                           Not Applicable

ITEM 5 - INTERESTS OF NAMED EXPERTS AND COUNSEL

LEGAL OPINION

     The validity of the Common Stock which may be issued  pursuant to the Plans
has been passed  upon by Bowles Rice  McDavid  Graff & Love PLLC,  600  Quarrier
Street, P.O. Box 1386, Charleston, West Virginia 25325-1386.

ITEM 6 - INDEMNIFICATION OF DIRECTORS AND OFFICERS.

  A. Excerpts from Article X. (I.) of the Articles of Incorporation of Summit:

     Director and Officer  Indemnification.  Unless otherwise prohibited by law,
each director and officer of the corporation  now or hereafter  serving as such,
and each director and officer of any majority or wholly owned  subsidiary of the
corporation  that  has  been  designated  as  entitled  to   indemnification  by
resolution of the board of directors of the  corporation  as may be from time to
time determined by said board,  shall be indemnified by the corporation  against
any and all claims and  liabilities  (other than an action by or in the right of
the corporation or any majority or wholly owned  subsidiary of the  corporation)
including  expenses of defending  such claim of liability to which he or she has
or shall  become  subject  by reason of any action  alleged to have been  taken,
omitted,  or  neglected by him or her as such  director or officer  provided the
director or officer  acted in good faith and in a manner  which the  director or
officer reasonably believed to be in or not opposed to the best interests of the
corporation.  With  respect to any  criminal  proceeding,  a director or officer
shall be entitled to  indemnification  if such person had no reasonable cause to
believe his or her conduct was unlawful.  The  corporation  shall reimburse each
such person as provided above in connection with any claim or liability  brought
or arising by or in the right of the corporation or any majority or wholly owned
subsidiary of the corporation  provided,  however, that such person shall be not
indemnified  in  connection  with,  any claim or liability  brought by or in the
right of the  corporation  or any  majority or wholly  owned  subsidiary  of the
corporation  as to which the director or officer  shall have been adjudged to be
liable for negligence or misconduct in the performance of his or her duty to the
corporation or any majority or wholly owned subsidiary of the corporation unless
and only to the extent  that the court in which such  action or  proceeding  was
brought shall  determine upon  application  that,  despite the  adjudication  of
liability but in view of all  circumstances  of the case,  such person is fairly
and  reasonably  entitled to indemnify for such expenses  which such court shall
deem proper.


                                       3
<PAGE>

     The determination of eligibility for indemnification shall be made by those
board  members not party to the action or  proceeding  or in the absence of such
board members by a panel of independent  shareholders appointed for such purpose
by a majority of the  shareholders  of the  corporation  or in any other  manner
provided by law.

     The  right  of  indemnification  hereinabove  provided  for  shall  not  be
exclusive of any rights to which any director or officer of the  corporation may
otherwise be entitled by law.

     The board of directors  may by  resolution,  by law or other lawful  manner
from time to time as it shall  determine  extend  the  indemnification  provided
herein to agents and  employees  of the  corporation,  to  directors,  officers,
agents or employees of other  corporations or entities owned in whole or in part
by the corporation.  The corporation may purchase and maintain insurance for the
purposes hereof.

  B. West Virginia Corporation Law, W. Va. Codess.31-1-9:

Section 31-1-9. Indemnification of officers, directors, employees and agents.

     (a) A corporation  shall have power to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or proceeding,  whether  civil,  criminal,  administrative  or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines, taxes and penalties and interest thereon, and amounts
paid in settlement  actually and reasonably  incurred by him in connection  with
such  action  or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action or proceeding by judgment, order, settlement,  conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good  faith and in a manner  which he  reasonably
believed to be in or not opposed to the best interest of the  corporation,  and,
with respect to any  criminal  action or  proceeding,  that such person did have
reasonable cause to believe that his conduct was unlawful.

     (b) A corporation  shall have power to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or proceeding by or in the right of the corporation to procure
judgment  in its  favor  by  reason  of the fact  that he is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust or other  enterprise  against
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection  with the defense or  settlement  of such action or  proceeding if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made in  respect  of any claim,  issue or  matter,  including,  but not
limited to, taxes or any interest or penalties thereon,  as to which such person
shall  have been  adjudged  to be liable for  negligence  or  misconduct  in the
performance  of his duty to the  corporation  unless and only to the extent that
the court in which such action or proceeding  was brought shall  determine  upon
application  that,  despite the  adjudication  of  liability  but in view of all
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses which such court shall deem proper.

     (c)  To the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action or proceeding  referred to in subsection (a) or (b), or in defense of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith.

     (d) Any  indemnification  under  subsection (a) or (b) (unless ordered by a
court) shall be made by the corporation  only as authorized in the specific case
upon a determination that indemnification of the director,  officer, employee or
agent is proper in the circumstances  because he has met the applicable standard
of conduct set forth in subsection (a) or (b). Such determination  shall be made
(1) by the board of  directors  by a  majority  vote of a quorum  consisting  of

                                       4
<PAGE>

directors  who were not parties to such action or  proceeding,  or (2) if such a
quorum  is not  obtainable,  or even if  obtainable  a quorum  of  disinterested
directors so directs,  by independent legal counsel in a written opinion, or (3)
by the shareholders or members.

     (e) Expenses  (including  attorney's fees) incurred in defending a civil or
criminal  action or proceeding may be paid by the  corporation in advance of the
final  disposition  of such action or  proceeding  as  authorized  in the manner
provided in Subsection (d) upon receipt of an undertaking by or on behalf of the
director,  officer,  employee  or agent to repay  such  amount  unless  it shall
ultimately  be  determined  that  he  is  entitled  to  be  indemnified  by  the
corporation as authorized in this section.

     (f) The  indemnification  provided  by this  section  shall  not be  deemed
exclusive of any other rights to which any shareholder or member may be entitled
under any bylaw,  agreement,  vote of  shareholders,  members  or  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a  director,  officer,  employee  or agent and shall
inure to the  benefit  of the heirs,  executors,  and  administrators  of such a
person.

     (g) A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
partnership,  joint  venture,  trust or other  enterprise  against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his  status as such,  whether  or not the  corporation  would  have the power to
indemnify  him against such  liability  under the  provisions  of this  section.
(1961,c.15; 1974,c.13; 1975,c.118.)

Summit does provide  indemnity  insurance to its  officers and  directors.  Such
insurance  will not,  however,  indemnify  officers  or  directors  for  willful
misconduct or gross negligence in the performance of a duty to South Branch.

ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable

ITEM 8 - EXHIBITS

                  See Exhibit Index attached hereto.

ITEM 9 - UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

             (i) To include any prospectus  required by section  10(a)(3) of the
Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
the  effective  date  of  the   registration   statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represents a fundamental change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;


                                       5
<PAGE>


             (iii)To include any material  information  with respect to the plan
of distribution not previously  disclosed in the  registration  statement or any
material  change to such  information in the  registration  statement;  provided
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
registration  statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) The undersigned  registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934; and, where interim financial  information required to presented by Article
3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.

     (d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer  or  controlling  in  connection  with the  securities  being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification by its is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       6
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized,  in the City of Moorefield,  State of West Virginia, on this 5th day
of September, 2002.



                                SUMMIT FINANCIAL GROUP, INC.
                                 (Registrant)



                                By:      /s/ H. Charles Maddy, III
                                         -----------------------------------
                                         H. Charles Maddy, III
                                         President and Chief Executive Officer

                                Dated:   September 5, 2002
                                         -----------------


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.


/s/ Oscar M. Bean                                                     9/5/2002
-----------------------------------------------                       --------
Oscar Bean, Chairman of the Board                                     Date


/s/ H. Charles Maddy, III                                             9/5/2002
-----------------------------------------------                       --------
H. Charles Maddy, III                                                 Date
President, Chief Executive Officer and Director


/s/ Robert S. Tissue                                                  9/5/2002
-----------------------------------------------                       --------
Robert S. Tissue, Senior Vice President                               Date
and Chief Financial Officer


-----------------------------------------------                       --------
Frank A. Baer, III, Director                                          Date


/s/ Dewey Bensenhaver, M. D.                                          9/5/2002
-----------------------------------------------                       --------
Dewey Bensenhaver, M. D., Director                                    Date



-----------------------------------------------                       --------
James M. Cookman, Director                                            Date


                                       7
<PAGE>

/s/ John W. Crites                                                    9/5/2002
-----------------------------------------------                       --------
 John W. Crites, Director                                             Date



/s/ Patrick N. Frye                                                   9/5/2002
-----------------------------------------------                       --------
Patrick N. Frye, Director                                             Date



/s/ James Paul Geary                                                  9/5/2002
-----------------------------------------------                       --------
James Paul Geary, Director                                            Date



/s/ Thomas J. Hawse, III                                              9/5/2002
-----------------------------------------------                       --------
 Thomas J. Hawse, III, Director                                       Date


/s/ Phoebe F. Heishman                                                9/5/2002
------------------------------------------------                      --------
Phoebe F. Heishman, Director                                          Date



/s/ Gary L. Hinkle                                                    9/5/2002
------------------------------------------------                      --------
Gary L. Hinkle, Director                                              Date



/s/ Gerald W. Huffman                                                 9/5/2002
------------------------------------------------                      --------
Gerald W. Huffman , Director                                          Date



/s/ Duke A. McDaniel                                                  9/5/2002
------------------------------------------------                      --------
Duke A. McDaniel, Director                                            Date



------------------------------------------------                      --------
Harold K. Michael, Director                                           Date



------------------------------------------------                      --------
Ronald F. Miller, Director                                            Date


/s/ G. R. Ours,  Jr.                                                  9/5/2002
------------------------------------------------                      --------
G. R. Ours, Jr., Director                                             Date



------------------------------------------------                      --------
Charles S. Piccirillo, Director                                       Date


                                       8
<PAGE>


                          SUMMIT FINANCIAL GROUP, INC.
                                    FORM S-8

                                 EXHIBITS INDEX


          Item 601
          Paragraph (b)
          Reference
          ---------

          No. 4             South Branch Valley Bancorp, Inc.*
                            1998 Officer Stock Option Plan

          No. 5             Opinion of Bowles Rice McDavid Graff & Love
          No. 23.1          PLLC, regarding the validity of the securities being
                            offered, and Consent of Bowles Rice McDavid
                            Graff & Love PLLC

          No. 23.2          Consent of  Arnett & Foster, PLLC



               * Since the adoption of the 1998 Officer Stock Option Plan, South
               Branch  Valley  Bancorp,  Inc.  had  changed  its name to  Summit
               Financial Group, Inc.

                                       9
<PAGE>
                                                                   Exhibit 4

                        SOUTH BRANCH VALLEY BANCORP, INC.
                         1998 OFFICER STOCK OPTION PLAN


Witnesseth  this 1998 OFFICER  STOCK OPTION PLAN dated as of the 5th day of May,
1998,  by SOUTH BRANCH VALLEY  BANCORP,  INC.  ("Corporation"),  a West Virginia
corporation:

     PURPOSE  OF PLAN.  The  purpose  of this 1998  Officer  Stock  Option  Plan
     ("Plan") is to further the success of the Corporation and its  subsidiaries
     by making stock of the  Corporation  available  for purchase by officers of
     the Corporation or its subsidiaries  through stock option grants.  The Plan
     provides  an  additional  incentive  to such  officers  to  continue in the
     Corporation's  service and give them a greater  interest as stockholders in
     the success of the Corporation.

     REFERENCE,  CONSTRUCTION, AND DEFINITIONS.  Unless otherwise indicated, all
     references made in this Plan shall be to articles,  sections and subsection
     of this Plan.  This Plan shall be construed in accordance  with the laws of
     the state of West Virginia.  The headings and subheadings in this Plan have
     been inserted for  convenience  of reference  only and are to be ignored in
     construction  of the  provision of this Plan. In the  construction  of this
     Plan,  the  masculine  shall  include the feminine and singular the plural,
     wherever appropriate. The following terms shall have the meanings set forth
     opposite such terms:

               "Board" means the Board of Directors of the Corporation.

               "Business Day" means each Monday,  Tuesday,  Wednesday,  Thursday
               and Friday on which the  Corporation's  Common Stock is available
               for purchase or sale.

               "Change  of  Control"  means  (a) a  report  is  filed  with  the
               Securities and Exchange Commission (the "SEC") on Schedule 13D or
               Schedule 14D-1 (or any successor schedule,  form or report), each
               as promulgated  pursuant to the Exchange Act, disclosing that any
               "person",  as such  term is used in  section  13(d)  and  Section
               14(d)(2)  of the  Exchange  Act,  other  than the  company or any
               company  employee  benefit  plan,  is or has become a  beneficial
               owner,  directly  or  indirectly,  of  securities  of the Company
               representing  twenty-five  percent  (25%) or more of the combined
               voting power of the Company's then  outstanding  securities;  (b)
               the  Company  files a  report  or  proxy  statement  with the SEC
               pursuant to the Exchange Act  disclosing in response to Item 1 of
               Form 8-K thereunder or Item 6(e) of Schedule 14A thereunder  that
               a Change in Control of the  Company  has or may have  occurred or
               will or may occur in the  future  pursuant  to any  then-existing
               contract   or   transaction;   (c)  the   Company  is  merged  or
               consolidated  with another  corporation and, as a result thereof,
               securities  representing  less than  fifty  percent  (50%) of the
               combined voting power of the surviving or resulting corporation's
               securities (or of the securities of a parent  corporation in case

                                       10
<PAGE>

               of a merger  in which  the  surviving  or  resulting  corporation
               becomes a wholly owned subsidiary of the parent  corporation) are
               owned in the  aggregate  by holders of the  Company's  securities
               immediately  prior to such  merger or  consolidation;  (d) all or
               substantially  all of the  assets  of the  Company  are sold in a
               single  transaction  or a series  of  related  transactions  to a
               single  purchaser  or a group of  affiliated  purchasers;  or (e)
               during  any  period  of  twenty-four  (24)  consecutive   months,
               individuals who were Directors of the Company at the beginning of
               such  period  cease  to  constitute  at least a  majority  of the
               Company's  board unless the election,  or nomination for election
               by the Company's  shareholders,  of more than one-half of any new
               Directors  of the  Company  was  approved  by a vote of at  least
               two-thirds  of the  Directors of the Company then still in office
               who  were  Directors  of the  Company  at the  beginning  of such
               twenty-four  (24)  month  period,  either  actually  or by  prior
               operation  of this  clause  (e).  A Change in  Control  shall not
               include any transaction  described in the definition of Change in
               Control  in  connection  with  which the  Corporation  executes a
               letter of intent or similar agreement with another company within
               one  year  from the  effective  date of the  Plan.  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 Corporation involving a transaction deemed to be
               a Change in Control; .

               "Code" means the Internal  Revenue Code of 1986,  as amended from
               time to time.

               "Committee"  means the  Committee  of the Board  appointed by the
               Board to administer the Plan as constituted  from time to time in
               accordance  with Section  4(a);  provided,  however,  that if the
               Committee shall not be in existence,  the term "Committee"  shall
               mean the Board.

               "Common  Stock"  means the common  stock ($2.50 par value) of the
               Corporation.

               "Corporation"  means South Branch  Valley  Bancorp,  Inc., a West
               Virginia banking corporation.

               "Date of Grant"  means  the date on which an  option  is  granted
               under the Plan.

               "Effective Date" means the date on which the Plan is approved and
               adopted by the shareholders of the Corporation.

               "Fair Market Value" means the value of Common Stock (i) if listed
               on an  established  stock  exchange,  based on its  price on such
               exchange at the close of business on the date in  question;  (ii)
               if  traded on a  reasonably  active  basis  but not  listed on an
               established  stock  exchange,  based on its price as reflected on
               the  NASDAQ   Inter-dealer   Quotation  System  of  the  National
               Association of Securities Dealers,  Inc. at the close of business
               on the date in question;  (iii) if the Common Stock is not traded
               on any United  States  securities  exchange  but is traded on any
               formal  over-the-counter  quotation  system in general use in the
               United  States,  the  value  per  share  shall be the mean of the
               closing  prices  reported on the last five (5)  Business  Days on
               which the common stock traded prior to the date of grant.

                                       11
<PAGE>

               "Non Qualified  Stock Option" means an Option which is not of the
               type described in Section 422(b) or 423(b) of the Code.

               "Option"  means an  option to  purchase  a share or shares of the
               Corporation's par value Common Stock.

               "Option Agreement" means the written agreement to be entered into
               by the Corporation and the Participant,  as provided in Section 6
               hereof.

               "Participant"  means  any  officer  of  the  Corporation  or  its
               subsidiaries  designated  by the  Committee  and  approved by the
               Board to receive a stock option grant pursuant to this Plan.

               "Plan" means this 1998 Officer Stock Option Plan.

               "Retirement"   shall  mean   termination  of  employment  by  the
               Participant  (i)  at  the  age  of  65 or  more,  or  (ii)  after
               twenty-five years of service with the Corporation.

               "Term" means the period  during which a particular  Option may be
               exercised in accordance with Section 8(b) hereof.

               "Vest" or "Vesting" means the date,  event, or act prior to which
               an  Option,  in whole or in part,  is not  exercisable,  and as a
               consequence  of which the  Option,  in whole or in part,  becomes
               exercisable for the first time.

     STOCK SUBJECT TO PLAN.  Subject to the  provisions of Sections 6, 7, and 8,
     there shall be reserved  for  issuance  or  transfer  upon the  exercise of
     Options to be granted  from time to time under the Plan an aggregate of one
     hundred twenty thousand  (120,000) shares of Common Stock, which shares may
     be in whole or in part,  as the Board  shall  from time to time  determine,
     authorized and unissued  shares of Common Stock, or issued shares of Common
     Stock which shall have been  reacquired by the  Corporation.  If any Option
     granted  under the Plan shall  expire,  terminate,  or be canceled  for any
     reason  without  having been  exercised  in full,  the  unpurchased  shares
     subject thereto shall again be available for the purpose of the Plan.

                                       12
<PAGE>

     ADMINISTRATION. The Plan shall be administered by the Committee. Actions by
     the  Committee  for  purposes  of this  Plan  shall be by not  less  than a
     majority of its members.  Any decision or determination  reduced to writing
     and signed by all  Committee  members  shall be fully as effective as if it
     had been made by a majority  vote at a meeting  duly  called and held.  The
     Committee shall report all action taken by it to the Board.

     The Board may authorize the Committee to administer  the Plan. In the event
     the Board elects to administer the Plan, the Board shall have the power and
     authority  otherwise  delegated to the Committee in the Plan  documents and
     all acts  performed by the  Committee  under the Plan shall be performed by
     the Board.

     The Committee  shall have authority in its  discretion,  but subject to the
     express provisions of the Plan:

          1. to determine Participants to whom Option may be granted;

          2. to determine the time or times when Option may be granted;

          3. to determine the purchase price of the Common Stock covered by each
          Option grant;

          4. to determine  the number of shares of Common Stock to be subject to
          each Option;

          5. to determine  when an Option can be exercised  and whether in whole
          or in  installments as the result of a Vesting  schedule  triggered by
          the passage of time or the attainment of performance  goals set by the
          Committee and approved by the Board;

          6. to prescribe,  amend, or rescind rules and regulations  relating to
          the Plan;

          7. to  determine  any  other  terms  and  provisions  and any  related
          amendments  to the  individual  Option  Agreements,  which need not be
          identical for each  Participant,  including  such terms and provisions
          and  amendments as shall be required in the judgement of the Committee
          to conform to any change in any law or regulation  applicable thereto,
          and with particular regard to any changes in or effect of the Code and
          the regulations thereunder; and


                                       13
<PAGE>

          8. to make all other determinations  deemed necessary or advisable for
          the administration of the Plan.

     PARTICIPATION.   Options  may  be  granted  to  officers  employed  by  the
     Corporation  or its  subsidiaries.  In  determining  the  officers  to whom
     Options  may be  granted  and the  number of shares to be  covered  by each
     grant,  the  Committee  may take into  account  the nature of the  services
     rendered  by  the   respective   officers,   their  present  and  potential
     contributions to the Corporation's  success,  and such other factors as the
     Committee in its discretion shall deem relevant.  Options may be granted to
     officers  who  currently  hold  Corporate  stock or who  hold or have  held
     Options under this Plan.

     OPTION  GRANTS  AND  LIMITS.  Nothing  contained  in  this  Plan  or in any
     resolution  adopted  or to be  adopted by the Board  shall  constitute  the
     granting of any Option hereunder. The granting of an Option pursuant to the
     Plan shall take place only when a written Option  Agreement shall have been
     duly  executed  and  delivered by or on behalf of the  Corporation  and the
     officer (or his duly authorized attorney-in-fact) in whom such Option is to
     be granted.

     During the Participant's lifetime, any Option granted under this Plan shall
     be  exercisable   only  by  the   Participant  or  any  guardian  or  legal
     representation of the Participant, and the Option shall not be transferable
     except,  in case of the death of the death of the  Participant,  by will or
     the laws of descent  and  distribution,  nor shall the Option be subject to
     attachment,  execution,  or other similar process.  In the event of (i) any
     attempt by the Participant to alienate,  assign,  pledge,  hypothecate,  or
     otherwise  dispose of the Option,  except as provided in this Plan, or (ii)
     the levy of any attachment,  execution,  or similar process upon the rights
     or interests  conferred by the Option,  the  Corporation  may terminate the
     Option by notice to the  Participant  and upon such notice the Option shall
     become null and void.

     Each Option  Agreement shall include a Vesting  schedule  describing the
     date,  event,  or act upon which an Option shall Vest, in whole or in part,
     with  respect to all or a specified  portion of the shares  covered by such
     Option. This condition shall not impose upon the Corporation any obligation
     to retain the Participant in its employ for any period.

     Options shall be limited to Non Qualified Stock Options.


                                       14
<PAGE>

     OPTION  PRICES.  The  Option  price to be paid by the  Participants  to the
     Corporation  for each share purchased upon the exercise of the Option shall
     be not less than the Fair Market  Value of the share on the date the Option
     is  granted.  In no event may an Option  be  granted  under the Plan if the
     Option price per share is less than the par value of a share.

     EXERCISE OF OPTIONS.  A Participant  may exercise any Option  granted under
     this  Plan with  respect  to all or any part of the  number of shares  then
     exercisable  under the terms of this written Option Agreement by giving the
     Committee  written  notice of intent to  exercise.  The notice of  exercise
     shall specify the number of shares to be purchased under the Option and the
     date of exercise.

     Each Option granted under the Plan shall be exercisable  only during a Term
     established  by  the  Committee  as set  forth  in  the  applicable  Option
     Agreement.  In no event shall the Term of the Option extend beyond ten (10)
     years from the date of grant of the Option.

     Full payment of the option price for the shares  purchased shall be made by
     the  Participant  on or before the exercise date specified in the notice of
     exercise. Payment of the purchase price of any shares with respect to which
     the Option is being  exercised  shall be (i) cash,  (ii) certified check to
     the  order of the  Corporation,  or (iii)  shares  of  Common  Stock of the
     Corporation  valued at the Fair Market  Value on such  Business  Day as the
     Option or portion thereof is exercised.

     The  Corporation  shall not be  required to deliver  certificates  for such
     shares until full payment of the Option price has been made.  On or as soon
     as is practicable  after the exercise date  specified in the  Participant's
     notice and upon full payment of the Option  price,  the  Corporation  shall
     cause to be delivered to the Participant a certificate or certificates  for
     the shares then being purchased (out of previously unissued Common Stock or
     reacquired Common Stock, as the Corporation may elect). The exercise of the
     Option and the resulting  obligation of the  Corporation  to deliver Common
     Stock  shall,  however,  be  subject  to the  condition  that the  listing,
     registration,  or  qualification  of the  Option  or the  shares  upon  any
     securities  exchange or under any state or federal law, or the consent,  or
     approval of any  governmental  regulatory  body shall have been effected or
     obtained free of any conditions not acceptable to the Committee.

     If the  Participant  fails to pay for any of the shares  specified  in such
     notice or fails to accept  delivery  of the  shares,  his right to purchase
     such shares may be terminated by the Corporation. The date specified in the
     Participant's  notice as the date of  exercise  shall be deemed the date of
     exercise of the Option,  provided that payment in full for the shares to be
     purchased upon such exercise shall have been received by such date.

                                       15
<PAGE>

     The holder of an Option  shall not have any of the rights of a  stockholder
     with respect to the shares subject to the Option until such shares shall be
     issued or transferred to him upon the exercise of his Option.

     Notwithstanding  the foregoing,  any shares that may be purchased as of the
     Effective  Date,  pursuant to the terms of any Option  granted prior to the
     Effective Date, shall continue thereafter to be purchasable pursuant to the
     exercise of such Option.

     TERMINATION, DISABILITY, OR DEATH OF OPTION HOLDER. The ability to exercise
     Options under this Plan shall be conditioned as follows:

     Exercise  During and After  Employment.  Unless  otherwise  provided in the
     terms of an Option,  an Option may be exercised by the Participant while he
     is an employee and has maintained since the date of the grant of the Option
     continuous status as an employee.

          In the event of  termination  of the  employment of a  Participant  by
          either the  Participant or the  Corporation to whom an Option has been
          granted  under  the  Plan,  other  than a  termination  by  reason  of
          retirement,   permanent  disability,  or  death  (all  as  more  fully
          described below),  the Participant may (unless  otherwise  provided in
          his or her Option  Agreement)  exercise  his or her option at any time
          within six months  after such  termination,  or such other time as the
          Committee may authorize, but in no event after ten years from the date
          of the granting thereof, with respect to, the number of shares covered
          by his or her Option which were Vested at the date of  termination  of
          employment.

     Exercise  Upon  Retirement.  Unless  otherwise  provided in the terms of an
     Option, if a Participant's  continuous employment shall terminate by reason
     of his retirement,  at a retirement date authorized by the Committee,  from
     the Corporation or its  subsidiaries,  a retired  Participant shall be come
     one hundred  percent  (100%) Vested in any Option he has been granted under
     the Plan as of that date,  and he may  exercise the  otherwise  exercisable
     Option anytime within one year of his retirement date.

     Exercise Upon Permanent Disability.  Unless otherwise provided in the terms
     of an Option, if a Participant's  continuous  employment shall terminate by
     reason  of a  permanent  disability  (as  determined  by the  Participant's
     establishing  to the  Committee  his  disability as defined in Code Section
     22(e))(3) of the Code,  as amended from time to time),  then such Option of
     the disabled  Participant  may be  exercised  with respect to the number of
     shares  covered by the  Participant's  Option that were Vested  immediately
     prior  to  that  disability.   Such  Option  of  the  permanently  disabled
     Participant  may be exercised  during the period the Option would have been
     exercisable  if  the   permanently   disabled   Participant  had  not  been
     permanently disabled and had remained in employment.


                                       16
<PAGE>

     Exercise Upon Death.  Unless otherwise  provided in the terms of an Option,
     if a Participant's  continuous  employment shall terminate by reason of his
     death,  then to the extent that the Participant would have been entitled to
     exercise  the Option  immediately  prior to his death.  Such  Option of the
     deceased  Participant  may be exercised  during the period the Option would
     have been  exercisable  if the  deceased  Participant  had not died and had
     remained in employment,  by the person or persons (including his estate) to
     whom his rights  under such Option  shall have passed by will or by laws of
     descent and distribution.

     ADJUSTMENTS.  In the event that the outstanding  shares of Common Stock are
     hereafter  increased  or  decreased  or  changed  into or  exchanged  for a
     different  number or kind of shares or other  securities of the Corporation
     or   of   another   corporation,   by   reason   of   a   recapitalization,
     reclassification,  stock  split-up,  combination  of shares or  dividend or
     other distribution payable in capital stock,  appropriate  adjustment shall
     be made by the Committee in the number and kind of shares for which Options
     may be  granted  under the Plan.  In  addition,  the  Committee  shall make
     appropriate  adjustment  in the  number  and  kind of  shares  as to  which
     outstanding  Options,  or  portions  thereof  then  unexercised,  shall  be
     exercisable,  to the end that the  proportionate  interest of the holder of
     the Option shall,  to the extent  practicable,  be maintained as before the
     occurrence of such event.  Such adjustment in outstanding  Options shall be
     made  without  change  in the total  price  applicable  to the  unexercised
     portion  of the Option but with a  corresponding  adjustment  in the Option
     price per share.

     In the event of a Change  in  Control,  any  Option  under  the Plan  shall
     terminate as of a date to be fixed by the Committee, provided that not less
     than ninety (90) days'  written  notice of the date so fixed shall be given
     to each Participant,  and each such Participant shall have the right during
     such period to exercise  any of his or her Options as to all or any part of
     the shares covered thereby  including shares as to which such Options would
     not otherwise be exercisable by reason of any insufficient lapse of time.

     Adjustment  and  determinations  under this Section 10 shall be made by the
     Committee,  whose decisions as to what adjustments or determinations  shall
     be made, and the extent thereof, shall be final, binding, and conclusive.

     CHANGE OF CONTROL. Notwithstanding any other Plan provisions or grant term,
     in the event of a Change of Control,  all Options  granted  hereunder shall
     become Vested and  exercisable  regardless of the number of years that have
     passed since the Date of Grant.

                                       17
<PAGE>


     AMENDMENT  AND  TERMINATION.  Unless the Plan shall  theretofore  have been
     terminated as hereinafter  provided,  it shall  terminate on, and no Option
     shall be  granted  thereunder  after the tenth  (10th)  anniversary  of the
     Effective Date. The Board may terminate the Plan or make such modifications
     or  amendments  thereof  as it shall deem  advisable,  or to conform to any
     change  in  any  law  or  regulation  applicable  thereto,   including  (a)
     increasing  the  maximum  number of shares to which  Options may be granted
     under the Plan, subject to shareholder approval,  (b) changing the class of
     employees  eligible  to be  granted  or Options  may be  exercised,  or (d)
     providing for the  administration  of the Plan in a manner which may avoid,
     without the consent of the Participant to whom any Option shall theretofore
     have been granted, adversely affecting the rights of such Participant under
     such grant.

     RESTRICTIONS  ON ISSUING  SHARES.  The  transfer of a share of Common Stock
     upon the exercise of each Option shall be subject to the condition  that if
     at any time the  Corporation  shall  determine in its  discretion  that the
     satisfaction of withholding tax or other withholding  liabilities,  or that
     the  listing,   registration  or  qualification  of  any  shares  otherwise
     deliverable upon any securities exchange or under any state or federal law,
     or that the consent or approval of such  regulatory  body,  is necessary or
     desirable as a  condition,  of, or in  connection  with,  such  transfer of
     shares pursuant thereto, then in any such event, such transfer shall not be
     effective unless such withholding,  listing,  registration,  qualification,
     consent,  or approval shall have been effected or obtained under conditions
     acceptable to the Corporation.

     USE OF  PROCEEDS.  The  proceeds  received  from the sale of  Common  Stock
     pursuant to the exercise of Options  granted  under the Plan shall be added
     to the Corporation's general funds and used for general corporate purposes.

     INDEMNIFICATION  OF  COMMITTEE.   In  addition  to  such  other  rights  of
     indemnification  as they may have as  members of the Board or as members of
     the  Committee,  the members of the Committee  shall be  indemnified by the
     Corporation  against all costs and expenses  reasonable incurred by them in
     connection  with any action,  suit,  or  proceeding to which they or any of
     them may be party by reason of any action  taken or failure to act under or
     in connection  with the Plan, or any Option and against all amounts paid by
     them in settlement  thereof  (provided such settlement is approved by legal
     counsel  selected by the  Corporation) or paid by them in satisfaction of a
     judgment in any such action,  suit, or proceeding,  except a judgment based
     upon a finding of bad faith. Upon the institution of any such action, suit,
     or proceeding,  a Committee member shall notify the Corporation in writing,
     giving an  opportunity,  at its own expense,  to handle and defend the same
     before such Committee member undertakes to handle it on his own behalf.

     EFFECTIVENESS  OF THE  PLAN.  The Plan  shall  become  effective  as of the
     Effective Date.  Options may be granted to Participants prior to such date,
     but the  ability to  exercise  all such  Options  from such grant  shall be
     conditioned upon such approval and advice.

                                       18
<PAGE>

     MISCELLANEOUS.  Employment Not Affected.  Neither the granting of an Option
     nor its  exercise  shall be construed  as granting to the  Participant  any
     right with respect to continuance of his employment with the Corporation or
     its subsidiaries. Except as may otherwise be limited by a written agreement
     between the Corporation or its subsidiaries and the Participant,  the right
     of  the   Corporation  or  its   subsidiaries  to  terminate  at  will  the
     Participant's  employment  with  it at  any  time  (whether  by  dismissal,
     discharge,  retirement,  or  otherwise)  is  specifically  reserved  by the
     Corporation  or  its  subsidiaries  as the  employer  or on  behalf  of the
     employer (whichever the case may be) and acknowledged by the Participant.

     Notice. Any notice to the Corporation provided for in this instrument shall
     be addressed to it in care of its President at its principal office in West
     Virginia,  and any  notice to the  Participant  shall be  addressed  to the
     Participant  at the current  address  shown on the  payroll  records of the
     Corporation.  Any  notice  shall  be  deemed  to be duly  given if and when
     properly  addressed  and posed by  registered  or certified  mail,  postage
     prepaid.


     SOUTH BRANCH VALLEY BANCORP, INC.


     By: /s/ H. Charles Maddy, III
     -----------------------------
     H. Charles Maddy, III
     President



                                              Attest: /s/ Carol A. Riggleman
                                                      ----------------------

                                              Title:  Assistant Secretary
                                                      ---------------------









<PAGE>
                                                                Exhibit 5
                                                                Exhibit 23.1



             [BOWLES RICE MCDAVID GRAFF & LOVE P.L.L.C Letterhead]

                               September 5, 2002


H. Charles Maddy, III, President
Summit Financial Group, Inc.
310 North Main Street
Moorefield, West Virginia  26836

     Re:      Form S-8 Registration Statement

Ladies and Gentlemen:

     This  opinion is  rendered  in  connection  with the Form S-8  Registration
Statement (the  "Registration  Statement") filed by Summit Financial Group, Inc.
(the  "Registrant")  with the  Securities  and  Exchange  Commission  under  the
Securities Act of 1933, as amended,  with respect to the registration of 240,000
shares of common stock of Registrant,  $2.50 par value ("Common Stock") issuable
in connection with Registrant's  Officer Stock Option Plan (the "Plan"),  all as
set forth in the Registration Statement.

     We are of the opinion that if all the  conditions set forth in the Plan are
satisfied,  the  Common  Stock,  when  issued  in  connection  with  the Plan in
accordance  with the terms set forth  therein will be duly  authorized,  validly
issued,  fully paid and nonassessable and will not be issued in violation of any
preemptive rights of any shareholder of Registrant.

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
Registration Statement and to the reference to our firm therein.

                                         Very truly yours,

                                         BOWLES RICE McDAVID GRAFF & LOVE PLLC


                                         By:      /s/ Sandra M. Murphy
                                                  --------------------
                                                  Sandra M. Murphy


<PAGE>
                                                                Exhibit 23.2



                     [ARNETT & FOSTER, P.L.L.C. Letterhead]




                          INDEPENDENT AUDITOR'S CONSENT


We consent to the incorporation by reference in this  Registration  Statement of
Summit Financial Group, Inc. on Form S-8 of our report,  dated February 8, 2002,
included in and  incorporated  by reference in the Annual Report on Form 10-K of
Summit Financial Group, Inc. for the year ended December 31, 2001.



                                            ARNETT & FOSTER, P.L.L.C.

                                            /s/ Arnett & Foster, P.L.L.C.



Charleston, WV
September 5, 2002
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "secsgml_size_bytes": 58536}]
{"company-data": {"conformed-name": "SUMMIT FINANCIAL GROUP INC", "cik": "0000811808", "assigned-sic": "6021", "irs-number": "550672148", "state-of-incorporation": "WV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-99291", "film-number": "02758866"}, "business-address": {"street1": "223 NORTH MAIN STREET", "city": "MOOREFIELD", "state": "WV", "zip": "26836", "phone": "3045382353"}, "mail-address": {"street1": "PO BOX 680", "city": "MOOREFIELD", "state": "WV", "zip": "26836"}, "former-company": {"former-conformed-name": "SOUTH BRANCH VALLEY BANCORP INC", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          SUMMIT FINANCIAL GROUP, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)

            West Virginia                                   55-0672148
            -------------                                ------------------
    (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                       Identification No.)

         223 North Main Street
        Moorefield, West Virginia                              26836
                                                               -----
  (Address of Principal Executive Offices)                   Zip Code

       Registrant's Telephone Number,
           including Area Code:                            (304) 538-7233
                                                           --------------

                  --------------------------------------------

                            OFFICER STOCK OPTION PLAN

                  --------------------------------------------

                         H. Charles Maddy, President and
                             Chief Executive Officer
                              223 North Main Street
                         Moorefield, West Virginia 26836
                                 (304) 538-7233

                         Calculation of Registration Fee
--------------------------------------------------------------------------------

 Title of                        Proposed          Proposed
securities          Amount       maximum            maximum         Amount of
   to be             to be    offering price       aggregate       registration
registered        registered    per share*      offering price*        fee*
----------        ----------   ----------       ---------------   ------------

Common Stock
$2.50 par value     240,000      $20.83         $4,999,200.00      $1,194.80

--------------------------------------------------------------------------------

*Pursuant to Rule  457(h)(1)  under the Securities and Exchange Act of 1933, the
registration is based on the exercise price of options granted under the Officer
Stock Option Plan of Summit  Financial  Group,  Inc.  and computed  based on the
maximum number of shares (240,000) that may be granted.
SUMMIT FINANCIAL GROUP, INC.
FORM S-8, PART I

223 North Main Street
Moorefield, West Virginia 26836
(304) 538-7233

     The  documents  containing  the  information  required  by  Part  I of  the
Registration  Statement  will be  provided to each  participant  in the Plans as
required  by Rule 428  (b)(i).  Such  documents  are not  being  filed  with the
Securities  and  Exchange  Commission  (the  "Commission")  in  accordance  with
instructions to Form S-8.

                                       2
SUMMIT FINANCIAL GROUP, INC.
FORM S-8, PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3 - INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The proxy  statement of Summit  Financial  Group,  Inc.  ("Summit") for the
Annual  Meeting of  Shareholders  held May 16, 2002, the Annual Report of Summit
Form 10-K for the year ended  December 31, 2001,  and all other reports filed by
Summit  pursuant to Section 13 or 15(d) of the  Securities  Exchange Act of 1934
since the end of the fiscal year  covered by the Annual  Report on Form 10-K for
the year ended  December 31, 2001,  are  incorporated  herein by reference.  All
reports and other  documents  filed by Summit  pursuant  to Sections  13, 14, or
15(d) of the Securities Exchange Act of 1934, as amended,  after the date hereof
and prior to the  termination  of the  offering of  securities  hereby  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of  filing  of such  documents,  prior to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters all securities then remaining unsold.

ITEM 4 - DESCRIPTION OF SECURITIES

                           Not Applicable

ITEM 5 - INTERESTS OF NAMED EXPERTS AND COUNSEL

LEGAL OPINION

     The validity of the Common Stock which may be issued  pursuant to the Plans
has been passed  upon by Bowles Rice  McDavid  Graff & Love PLLC,  600  Quarrier
Street, P.O. Box 1386, Charleston, West Virginia 25325-1386.

ITEM 6 - INDEMNIFICATION OF DIRECTORS AND OFFICERS.

  A. Excerpts from Article X. (I.) of the Articles of Incorporation of Summit:

     Director and Officer  Indemnification.  Unless otherwise prohibited by law,
each director and officer of the corporation  now or hereafter  serving as such,
and each director and officer of any majority or wholly owned  subsidiary of the
corporation  that  has  been  designated  as  entitled  to   indemnification  by
resolution of the board of directors of the  corporation  as may be from time to
time determined by said board,  shall be indemnified by the corporation  against
any and all claims and  liabilities  (other than an action by or in the right of
the corporation or any majority or wholly owned  subsidiary of the  corporation)
including  expenses of defending  such claim of liability to which he or she has
or shall  become  subject  by reason of any action  alleged to have been  taken,
omitted,  or  neglected by him or her as such  director or officer  provided the
director or officer  acted in good faith and in a manner  which the  director or
officer reasonably believed to be in or not opposed to the best interests of the
corporation.  With  respect to any  criminal  proceeding,  a director or officer
shall be entitled to  indemnification  if such person had no reasonable cause to
believe his or her conduct was unlawful.  The  corporation  shall reimburse each
such person as provided above in connection with any claim or liability  brought
or arising by or in the right of the corporation or any majority or wholly owned
subsidiary of the corporation  provided,  however, that such person shall be not
indemnified  in  connection  with,  any claim or liability  brought by or in the
right of the  corporation  or any  majority or wholly  owned  subsidiary  of the
corporation  as to which the director or officer  shall have been adjudged to be
liable for negligence or misconduct in the performance of his or her duty to the
corporation or any majority or wholly owned subsidiary of the corporation unless
and only to the extent  that the court in which such  action or  proceeding  was
brought shall  determine upon  application  that,  despite the  adjudication  of
liability but in view of all  circumstances  of the case,  such person is fairly
and  reasonably  entitled to indemnify for such expenses  which such court shall
deem proper.

                                       3
The determination of eligibility for indemnification shall be made by those
board  members not party to the action or  proceeding  or in the absence of such
board members by a panel of independent  shareholders appointed for such purpose
by a majority of the  shareholders  of the  corporation  or in any other  manner
provided by law.

     The  right  of  indemnification  hereinabove  provided  for  shall  not  be
exclusive of any rights to which any director or officer of the  corporation may
otherwise be entitled by law.

     The board of directors  may by  resolution,  by law or other lawful  manner
from time to time as it shall  determine  extend  the  indemnification  provided
herein to agents and  employees  of the  corporation,  to  directors,  officers,
agents or employees of other  corporations or entities owned in whole or in part
by the corporation.  The corporation may purchase and maintain insurance for the
purposes hereof.

  B. West Virginia Corporation Law, W. Va. Codess.31-1-9:

Section 31-1-9. Indemnification of officers, directors, employees and agents.

     (a) A corporation  shall have power to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or proceeding,  whether  civil,  criminal,  administrative  or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines, taxes and penalties and interest thereon, and amounts
paid in settlement  actually and reasonably  incurred by him in connection  with
such  action  or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action or proceeding by judgment, order, settlement,  conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good  faith and in a manner  which he  reasonably
believed to be in or not opposed to the best interest of the  corporation,  and,
with respect to any  criminal  action or  proceeding,  that such person did have
reasonable cause to believe that his conduct was unlawful.

     (b) A corporation  shall have power to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or proceeding by or in the right of the corporation to procure
judgment  in its  favor  by  reason  of the fact  that he is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust or other  enterprise  against
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection  with the defense or  settlement  of such action or  proceeding if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made in  respect  of any claim,  issue or  matter,  including,  but not
limited to, taxes or any interest or penalties thereon,  as to which such person
shall  have been  adjudged  to be liable for  negligence  or  misconduct  in the
performance  of his duty to the  corporation  unless and only to the extent that
the court in which such action or proceeding  was brought shall  determine  upon
application  that,  despite the  adjudication  of  liability  but in view of all
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses which such court shall deem proper.

     (c)  To the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action or proceeding  referred to in subsection (a) or (b), or in defense of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith.

     (d) Any  indemnification  under  subsection (a) or (b) (unless ordered by a
court) shall be made by the corporation  only as authorized in the specific case
upon a determination that indemnification of the director,  officer, employee or
agent is proper in the circumstances  because he has met the applicable standard
of conduct set forth in subsection (a) or (b). Such determination  shall be made
(1) by the board of  directors  by a  majority  vote of a quorum  consisting  of

                                       4
directors  who were not parties to such action or  proceeding,  or (2) if such a
quorum  is not  obtainable,  or even if  obtainable  a quorum  of  disinterested
directors so directs,  by independent legal counsel in a written opinion, or (3)
by the shareholders or members.

     (e) Expenses  (including  attorney's fees) incurred in defending a civil or
criminal  action or proceeding may be paid by the  corporation in advance of the
final  disposition  of such action or  proceeding  as  authorized  in the manner
provided in Subsection (d) upon receipt of an undertaking by or on behalf of the
director,  officer,  employee  or agent to repay  such  amount  unless  it shall
ultimately  be  determined  that  he  is  entitled  to  be  indemnified  by  the
corporation as authorized in this section.

     (f) The  indemnification  provided  by this  section  shall  not be  deemed
exclusive of any other rights to which any shareholder or member may be entitled
under any bylaw,  agreement,  vote of  shareholders,  members  or  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a  director,  officer,  employee  or agent and shall
inure to the  benefit  of the heirs,  executors,  and  administrators  of such a
person.

     (g) A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
partnership,  joint  venture,  trust or other  enterprise  against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his  status as such,  whether  or not the  corporation  would  have the power to
indemnify  him against such  liability  under the  provisions  of this  section.
(1961,c.15; 1974,c.13; 1975,c.118.)

Summit does provide  indemnity  insurance to its  officers and  directors.  Such
insurance  will not,  however,  indemnify  officers  or  directors  for  willful
misconduct or gross negligence in the performance of a duty to South Branch.

ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable

ITEM 8 - EXHIBITS

                  See Exhibit Index attached hereto.

ITEM 9 - UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

             (i) To include any prospectus  required by section  10(a)(3) of the
Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
the  effective  date  of  the   registration   statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represents a fundamental change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

                                       5
(iii)To include any material  information  with respect to the plan
of distribution not previously  disclosed in the  registration  statement or any
material  change to such  information in the  registration  statement;  provided
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
registration  statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) The undersigned  registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934; and, where interim financial  information required to presented by Article
3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.

     (d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer  or  controlling  in  connection  with the  securities  being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification by its is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       6
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized,  in the City of Moorefield,  State of West Virginia, on this 5th day
of September, 2002.

                                SUMMIT FINANCIAL GROUP, INC.
                                 (Registrant)

                                By:      /s/ H. Charles Maddy, III
                                         -----------------------------------
                                         H. Charles Maddy, III
                                         President and Chief Executive Officer

                                Dated:   September 5, 2002
                                         -----------------

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

/s/ Oscar M. Bean                                                     9/5/2002
-----------------------------------------------                       --------
Oscar Bean, Chairman of the Board                                     Date

/s/ H. Charles Maddy, III                                             9/5/2002
-----------------------------------------------                       --------
H. Charles Maddy, III                                                 Date
President, Chief Executive Officer and Director

/s/ Robert S. Tissue                                                  9/5/2002
-----------------------------------------------                       --------
Robert S. Tissue, Senior Vice President                               Date
and Chief Financial Officer

-----------------------------------------------                       --------
Frank A. Baer, III, Director                                          Date

/s/ Dewey Bensenhaver, M. D.                                          9/5/2002
-----------------------------------------------                       --------
Dewey Bensenhaver, M. D., Director                                    Date

-----------------------------------------------                       --------
James M. Cookman, Director                                            Date

                                       7
/s/ John W. Crites                                                    9/5/2002
-----------------------------------------------                       --------
 John W. Crites, Director                                             Date

/s/ Patrick N. Frye                                                   9/5/2002
-----------------------------------------------                       --------
Patrick N. Frye, Director                                             Date

/s/ James Paul Geary                                                  9/5/2002
-----------------------------------------------                       --------
James Paul Geary, Director                                            Date

/s/ Thomas J. Hawse, III                                              9/5/2002
-----------------------------------------------                       --------
 Thomas J. Hawse, III, Director                                       Date

/s/ Phoebe F. Heishman                                                9/5/2002
------------------------------------------------                      --------
Phoebe F. Heishman, Director                                          Date

/s/ Gary L. Hinkle                                                    9/5/2002
------------------------------------------------                      --------
Gary L. Hinkle, Director                                              Date

/s/ Gerald W. Huffman                                                 9/5/2002
------------------------------------------------                      --------
Gerald W. Huffman , Director                                          Date

/s/ Duke A. McDaniel                                                  9/5/2002
------------------------------------------------                      --------
Duke A. McDaniel, Director                                            Date

------------------------------------------------                      --------
Harold K. Michael, Director                                           Date

------------------------------------------------                      --------
Ronald F. Miller, Director                                            Date

/s/ G. R. Ours,  Jr.                                                  9/5/2002
------------------------------------------------                      --------
G. R. Ours, Jr., Director                                             Date

------------------------------------------------                      --------
Charles S. Piccirillo, Director                                       Date

                                       8
SUMMIT FINANCIAL GROUP, INC.
                                    FORM S-8

                                 EXHIBITS INDEX

          Item 601
          Paragraph (b)
          Reference
          ---------

          No. 4             South Branch Valley Bancorp, Inc.*
                            1998 Officer Stock Option Plan

          No. 5             Opinion of Bowles Rice McDavid Graff & Love
          No. 23.1          PLLC, regarding the validity of the securities being
                            offered, and Consent of Bowles Rice McDavid
                            Graff & Love PLLC

          No. 23.2          Consent of  Arnett & Foster, PLLC

               * Since the adoption of the 1998 Officer Stock Option Plan, South
               Branch  Valley  Bancorp,  Inc.  had  changed  its name to  Summit
               Financial Group, Inc.

                                       9
Exhibit 4

                        SOUTH BRANCH VALLEY BANCORP, INC.
                         1998 OFFICER STOCK OPTION PLAN

Witnesseth  this 1998 OFFICER  STOCK OPTION PLAN dated as of the 5th day of May,
1998,  by SOUTH BRANCH VALLEY  BANCORP,  INC.  ("Corporation"),  a West Virginia
corporation:

     PURPOSE  OF PLAN.  The  purpose  of this 1998  Officer  Stock  Option  Plan
     ("Plan") is to further the success of the Corporation and its  subsidiaries
     by making stock of the  Corporation  available  for purchase by officers of
     the Corporation or its subsidiaries  through stock option grants.  The Plan
     provides  an  additional  incentive  to such  officers  to  continue in the
     Corporation's  service and give them a greater  interest as stockholders in
     the success of the Corporation.

     REFERENCE,  CONSTRUCTION, AND DEFINITIONS.  Unless otherwise indicated, all
     references made in this Plan shall be to articles,  sections and subsection
     of this Plan.  This Plan shall be construed in accordance  with the laws of
     the state of West Virginia.  The headings and subheadings in this Plan have
     been inserted for  convenience  of reference  only and are to be ignored in
     construction  of the  provision of this Plan. In the  construction  of this
     Plan,  the  masculine  shall  include the feminine and singular the plural,
     wherever appropriate. The following terms shall have the meanings set forth
     opposite such terms:

               "Board" means the Board of Directors of the Corporation.

               "Business Day" means each Monday,  Tuesday,  Wednesday,  Thursday
               and Friday on which the  Corporation's  Common Stock is available
               for purchase or sale.

               "Change  of  Control"  means  (a) a  report  is  filed  with  the
               Securities and Exchange Commission (the "SEC") on Schedule 13D or
               Schedule 14D-1 (or any successor schedule,  form or report), each
               as promulgated  pursuant to the Exchange Act, disclosing that any
               "person",  as such  term is used in  section  13(d)  and  Section
               14(d)(2)  of the  Exchange  Act,  other  than the  company or any
               company  employee  benefit  plan,  is or has become a  beneficial
               owner,  directly  or  indirectly,  of  securities  of the Company
               representing  twenty-five  percent  (25%) or more of the combined
               voting power of the Company's then  outstanding  securities;  (b)
               the  Company  files a  report  or  proxy  statement  with the SEC
               pursuant to the Exchange Act  disclosing in response to Item 1 of
               Form 8-K thereunder or Item 6(e) of Schedule 14A thereunder  that
               a Change in Control of the  Company  has or may have  occurred or
               will or may occur in the  future  pursuant  to any  then-existing
               contract   or   transaction;   (c)  the   Company  is  merged  or
               consolidated  with another  corporation and, as a result thereof,
               securities  representing  less than  fifty  percent  (50%) of the
               combined voting power of the surviving or resulting corporation's
               securities (or of the securities of a parent  corporation in case

                                       10
of a merger  in which  the  surviving  or  resulting  corporation
               becomes a wholly owned subsidiary of the parent  corporation) are
               owned in the  aggregate  by holders of the  Company's  securities
               immediately  prior to such  merger or  consolidation;  (d) all or
               substantially  all of the  assets  of the  Company  are sold in a
               single  transaction  or a series  of  related  transactions  to a
               single  purchaser  or a group of  affiliated  purchasers;  or (e)
               during  any  period  of  twenty-four  (24)  consecutive   months,
               individuals who were Directors of the Company at the beginning of
               such  period  cease  to  constitute  at least a  majority  of the
               Company's  board unless the election,  or nomination for election
               by the Company's  shareholders,  of more than one-half of any new
               Directors  of the  Company  was  approved  by a vote of at  least
               two-thirds  of the  Directors of the Company then still in office
               who  were  Directors  of the  Company  at the  beginning  of such
               twenty-four  (24)  month  period,  either  actually  or by  prior
               operation  of this  clause  (e).  A Change in  Control  shall not
               include any transaction  described in the definition of Change in
               Control  in  connection  with  which the  Corporation  executes a
               letter of intent or similar agreement with another company within
               one  year  from the  effective  date of the  Plan.  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 Corporation involving a transaction deemed to be
               a Change in Control; .

               "Code" means the Internal  Revenue Code of 1986,  as amended from
               time to time.

               "Committee"  means the  Committee  of the Board  appointed by the
               Board to administer the Plan as constituted  from time to time in
               accordance  with Section  4(a);  provided,  however,  that if the
               Committee shall not be in existence,  the term "Committee"  shall
               mean the Board.

               "Common  Stock"  means the common  stock ($2.50 par value) of the
               Corporation.

               "Corporation"  means South Branch  Valley  Bancorp,  Inc., a West
               Virginia banking corporation.

               "Date of Grant"  means  the date on which an  option  is  granted
               under the Plan.

               "Effective Date" means the date on which the Plan is approved and
               adopted by the shareholders of the Corporation.

               "Fair Market Value" means the value of Common Stock (i) if listed
               on an  established  stock  exchange,  based on its  price on such
               exchange at the close of business on the date in  question;  (ii)
               if  traded on a  reasonably  active  basis  but not  listed on an
               established  stock  exchange,  based on its price as reflected on
               the  NASDAQ   Inter-dealer   Quotation  System  of  the  National
               Association of Securities Dealers,  Inc. at the close of business
               on the date in question;  (iii) if the Common Stock is not traded
               on any United  States  securities  exchange  but is traded on any
               formal  over-the-counter  quotation  system in general use in the
               United  States,  the  value  per  share  shall be the mean of the
               closing  prices  reported on the last five (5)  Business  Days on
               which the common stock traded prior to the date of grant.

                                       11
"Non Qualified  Stock Option" means an Option which is not of the
               type described in Section 422(b) or 423(b) of the Code.

               "Option"  means an  option to  purchase  a share or shares of the
               Corporation's par value Common Stock.

               "Option Agreement" means the written agreement to be entered into
               by the Corporation and the Participant,  as provided in Section 6
               hereof.

               "Participant"  means  any  officer  of  the  Corporation  or  its
               subsidiaries  designated  by the  Committee  and  approved by the
               Board to receive a stock option grant pursuant to this Plan.

               "Plan" means this 1998 Officer Stock Option Plan.

               "Retirement"   shall  mean   termination  of  employment  by  the
               Participant  (i)  at  the  age  of  65 or  more,  or  (ii)  after
               twenty-five years of service with the Corporation.

               "Term" means the period  during which a particular  Option may be
               exercised in accordance with Section 8(b) hereof.

               "Vest" or "Vesting" means the date,  event, or act prior to which
               an  Option,  in whole or in part,  is not  exercisable,  and as a
               consequence  of which the  Option,  in whole or in part,  becomes
               exercisable for the first time.

     STOCK SUBJECT TO PLAN.  Subject to the  provisions of Sections 6, 7, and 8,
     there shall be reserved  for  issuance  or  transfer  upon the  exercise of
     Options to be granted  from time to time under the Plan an aggregate of one
     hundred twenty thousand  (120,000) shares of Common Stock, which shares may
     be in whole or in part,  as the Board  shall  from time to time  determine,
     authorized and unissued  shares of Common Stock, or issued shares of Common
     Stock which shall have been  reacquired by the  Corporation.  If any Option
     granted  under the Plan shall  expire,  terminate,  or be canceled  for any
     reason  without  having been  exercised  in full,  the  unpurchased  shares
     subject thereto shall again be available for the purpose of the Plan.

                                       12
ADMINISTRATION. The Plan shall be administered by the Committee. Actions by
     the  Committee  for  purposes  of this  Plan  shall be by not  less  than a
     majority of its members.  Any decision or determination  reduced to writing
     and signed by all  Committee  members  shall be fully as effective as if it
     had been made by a majority  vote at a meeting  duly  called and held.  The
     Committee shall report all action taken by it to the Board.

     The Board may authorize the Committee to administer  the Plan. In the event
     the Board elects to administer the Plan, the Board shall have the power and
     authority  otherwise  delegated to the Committee in the Plan  documents and
     all acts  performed by the  Committee  under the Plan shall be performed by
     the Board.

     The Committee  shall have authority in its  discretion,  but subject to the
     express provisions of the Plan:

          1. to determine Participants to whom Option may be granted;

          2. to determine the time or times when Option may be granted;

          3. to determine the purchase price of the Common Stock covered by each
          Option grant;

          4. to determine  the number of shares of Common Stock to be subject to
          each Option;

          5. to determine  when an Option can be exercised  and whether in whole
          or in  installments as the result of a Vesting  schedule  triggered by
          the passage of time or the attainment of performance  goals set by the
          Committee and approved by the Board;

          6. to prescribe,  amend, or rescind rules and regulations  relating to
          the Plan;

          7. to  determine  any  other  terms  and  provisions  and any  related
          amendments  to the  individual  Option  Agreements,  which need not be
          identical for each  Participant,  including  such terms and provisions
          and  amendments as shall be required in the judgement of the Committee
          to conform to any change in any law or regulation  applicable thereto,
          and with particular regard to any changes in or effect of the Code and
          the regulations thereunder; and

                                       13
8. to make all other determinations  deemed necessary or advisable for
          the administration of the Plan.

     PARTICIPATION.   Options  may  be  granted  to  officers  employed  by  the
     Corporation  or its  subsidiaries.  In  determining  the  officers  to whom
     Options  may be  granted  and the  number of shares to be  covered  by each
     grant,  the  Committee  may take into  account  the nature of the  services
     rendered  by  the   respective   officers,   their  present  and  potential
     contributions to the Corporation's  success,  and such other factors as the
     Committee in its discretion shall deem relevant.  Options may be granted to
     officers  who  currently  hold  Corporate  stock or who  hold or have  held
     Options under this Plan.

     OPTION  GRANTS  AND  LIMITS.  Nothing  contained  in  this  Plan  or in any
     resolution  adopted  or to be  adopted by the Board  shall  constitute  the
     granting of any Option hereunder. The granting of an Option pursuant to the
     Plan shall take place only when a written Option  Agreement shall have been
     duly  executed  and  delivered by or on behalf of the  Corporation  and the
     officer (or his duly authorized attorney-in-fact) in whom such Option is to
     be granted.

     During the Participant's lifetime, any Option granted under this Plan shall
     be  exercisable   only  by  the   Participant  or  any  guardian  or  legal
     representation of the Participant, and the Option shall not be transferable
     except,  in case of the death of the death of the  Participant,  by will or
     the laws of descent  and  distribution,  nor shall the Option be subject to
     attachment,  execution,  or other similar process.  In the event of (i) any
     attempt by the Participant to alienate,  assign,  pledge,  hypothecate,  or
     otherwise  dispose of the Option,  except as provided in this Plan, or (ii)
     the levy of any attachment,  execution,  or similar process upon the rights
     or interests  conferred by the Option,  the  Corporation  may terminate the
     Option by notice to the  Participant  and upon such notice the Option shall
     become null and void.

     Each Option  Agreement shall include a Vesting  schedule  describing the
     date,  event,  or act upon which an Option shall Vest, in whole or in part,
     with  respect to all or a specified  portion of the shares  covered by such
     Option. This condition shall not impose upon the Corporation any obligation
     to retain the Participant in its employ for any period.

     Options shall be limited to Non Qualified Stock Options.

                                       14
OPTION  PRICES.  The  Option  price to be paid by the  Participants  to the
     Corporation  for each share purchased upon the exercise of the Option shall
     be not less than the Fair Market  Value of the share on the date the Option
     is  granted.  In no event may an Option  be  granted  under the Plan if the
     Option price per share is less than the par value of a share.

     EXERCISE OF OPTIONS.  A Participant  may exercise any Option  granted under
     this  Plan with  respect  to all or any part of the  number of shares  then
     exercisable  under the terms of this written Option Agreement by giving the
     Committee  written  notice of intent to  exercise.  The notice of  exercise
     shall specify the number of shares to be purchased under the Option and the
     date of exercise.

     Each Option granted under the Plan shall be exercisable  only during a Term
     established  by  the  Committee  as set  forth  in  the  applicable  Option
     Agreement.  In no event shall the Term of the Option extend beyond ten (10)
     years from the date of grant of the Option.

     Full payment of the option price for the shares  purchased shall be made by
     the  Participant  on or before the exercise date specified in the notice of
     exercise. Payment of the purchase price of any shares with respect to which
     the Option is being  exercised  shall be (i) cash,  (ii) certified check to
     the  order of the  Corporation,  or (iii)  shares  of  Common  Stock of the
     Corporation  valued at the Fair Market  Value on such  Business  Day as the
     Option or portion thereof is exercised.

     The  Corporation  shall not be  required to deliver  certificates  for such
     shares until full payment of the Option price has been made.  On or as soon
     as is practicable  after the exercise date  specified in the  Participant's
     notice and upon full payment of the Option  price,  the  Corporation  shall
     cause to be delivered to the Participant a certificate or certificates  for
     the shares then being purchased (out of previously unissued Common Stock or
     reacquired Common Stock, as the Corporation may elect). The exercise of the
     Option and the resulting  obligation of the  Corporation  to deliver Common
     Stock  shall,  however,  be  subject  to the  condition  that the  listing,
     registration,  or  qualification  of the  Option  or the  shares  upon  any
     securities  exchange or under any state or federal law, or the consent,  or
     approval of any  governmental  regulatory  body shall have been effected or
     obtained free of any conditions not acceptable to the Committee.

     If the  Participant  fails to pay for any of the shares  specified  in such
     notice or fails to accept  delivery  of the  shares,  his right to purchase
     such shares may be terminated by the Corporation. The date specified in the
     Participant's  notice as the date of  exercise  shall be deemed the date of
     exercise of the Option,  provided that payment in full for the shares to be
     purchased upon such exercise shall have been received by such date.

                                       15
The holder of an Option  shall not have any of the rights of a  stockholder
     with respect to the shares subject to the Option until such shares shall be
     issued or transferred to him upon the exercise of his Option.

     Notwithstanding  the foregoing,  any shares that may be purchased as of the
     Effective  Date,  pursuant to the terms of any Option  granted prior to the
     Effective Date, shall continue thereafter to be purchasable pursuant to the
     exercise of such Option.

     TERMINATION, DISABILITY, OR DEATH OF OPTION HOLDER. The ability to exercise
     Options under this Plan shall be conditioned as follows:

     Exercise  During and After  Employment.  Unless  otherwise  provided in the
     terms of an Option,  an Option may be exercised by the Participant while he
     is an employee and has maintained since the date of the grant of the Option
     continuous status as an employee.

          In the event of  termination  of the  employment of a  Participant  by
          either the  Participant or the  Corporation to whom an Option has been
          granted  under  the  Plan,  other  than a  termination  by  reason  of
          retirement,   permanent  disability,  or  death  (all  as  more  fully
          described below),  the Participant may (unless  otherwise  provided in
          his or her Option  Agreement)  exercise  his or her option at any time
          within six months  after such  termination,  or such other time as the
          Committee may authorize, but in no event after ten years from the date
          of the granting thereof, with respect to, the number of shares covered
          by his or her Option which were Vested at the date of  termination  of
          employment.

     Exercise  Upon  Retirement.  Unless  otherwise  provided in the terms of an
     Option, if a Participant's  continuous employment shall terminate by reason
     of his retirement,  at a retirement date authorized by the Committee,  from
     the Corporation or its  subsidiaries,  a retired  Participant shall be come
     one hundred  percent  (100%) Vested in any Option he has been granted under
     the Plan as of that date,  and he may  exercise the  otherwise  exercisable
     Option anytime within one year of his retirement date.

     Exercise Upon Permanent Disability.  Unless otherwise provided in the terms
     of an Option, if a Participant's  continuous  employment shall terminate by
     reason  of a  permanent  disability  (as  determined  by the  Participant's
     establishing  to the  Committee  his  disability as defined in Code Section
     22(e))(3) of the Code,  as amended from time to time),  then such Option of
     the disabled  Participant  may be  exercised  with respect to the number of
     shares  covered by the  Participant's  Option that were Vested  immediately
     prior  to  that  disability.   Such  Option  of  the  permanently  disabled
     Participant  may be exercised  during the period the Option would have been
     exercisable  if  the   permanently   disabled   Participant  had  not  been
     permanently disabled and had remained in employment.

                                       16
Exercise Upon Death.  Unless otherwise  provided in the terms of an Option,
     if a Participant's  continuous  employment shall terminate by reason of his
     death,  then to the extent that the Participant would have been entitled to
     exercise  the Option  immediately  prior to his death.  Such  Option of the
     deceased  Participant  may be exercised  during the period the Option would
     have been  exercisable  if the  deceased  Participant  had not died and had
     remained in employment,  by the person or persons (including his estate) to
     whom his rights  under such Option  shall have passed by will or by laws of
     descent and distribution.

     ADJUSTMENTS.  In the event that the outstanding  shares of Common Stock are
     hereafter  increased  or  decreased  or  changed  into or  exchanged  for a
     different  number or kind of shares or other  securities of the Corporation
     or   of   another   corporation,   by   reason   of   a   recapitalization,
     reclassification,  stock  split-up,  combination  of shares or  dividend or
     other distribution payable in capital stock,  appropriate  adjustment shall
     be made by the Committee in the number and kind of shares for which Options
     may be  granted  under the Plan.  In  addition,  the  Committee  shall make
     appropriate  adjustment  in the  number  and  kind of  shares  as to  which
     outstanding  Options,  or  portions  thereof  then  unexercised,  shall  be
     exercisable,  to the end that the  proportionate  interest of the holder of
     the Option shall,  to the extent  practicable,  be maintained as before the
     occurrence of such event.  Such adjustment in outstanding  Options shall be
     made  without  change  in the total  price  applicable  to the  unexercised
     portion  of the Option but with a  corresponding  adjustment  in the Option
     price per share.

     In the event of a Change  in  Control,  any  Option  under  the Plan  shall
     terminate as of a date to be fixed by the Committee, provided that not less
     than ninety (90) days'  written  notice of the date so fixed shall be given
     to each Participant,  and each such Participant shall have the right during
     such period to exercise  any of his or her Options as to all or any part of
     the shares covered thereby  including shares as to which such Options would
     not otherwise be exercisable by reason of any insufficient lapse of time.

     Adjustment  and  determinations  under this Section 10 shall be made by the
     Committee,  whose decisions as to what adjustments or determinations  shall
     be made, and the extent thereof, shall be final, binding, and conclusive.

     CHANGE OF CONTROL. Notwithstanding any other Plan provisions or grant term,
     in the event of a Change of Control,  all Options  granted  hereunder shall
     become Vested and  exercisable  regardless of the number of years that have
     passed since the Date of Grant.

                                       17
AMENDMENT  AND  TERMINATION.  Unless the Plan shall  theretofore  have been
     terminated as hereinafter  provided,  it shall  terminate on, and no Option
     shall be  granted  thereunder  after the tenth  (10th)  anniversary  of the
     Effective Date. The Board may terminate the Plan or make such modifications
     or  amendments  thereof  as it shall deem  advisable,  or to conform to any
     change  in  any  law  or  regulation  applicable  thereto,   including  (a)
     increasing  the  maximum  number of shares to which  Options may be granted
     under the Plan, subject to shareholder approval,  (b) changing the class of
     employees  eligible  to be  granted  or Options  may be  exercised,  or (d)
     providing for the  administration  of the Plan in a manner which may avoid,
     without the consent of the Participant to whom any Option shall theretofore
     have been granted, adversely affecting the rights of such Participant under
     such grant.

     RESTRICTIONS  ON ISSUING  SHARES.  The  transfer of a share of Common Stock
     upon the exercise of each Option shall be subject to the condition  that if
     at any time the  Corporation  shall  determine in its  discretion  that the
     satisfaction of withholding tax or other withholding  liabilities,  or that
     the  listing,   registration  or  qualification  of  any  shares  otherwise
     deliverable upon any securities exchange or under any state or federal law,
     or that the consent or approval of such  regulatory  body,  is necessary or
     desirable as a  condition,  of, or in  connection  with,  such  transfer of
     shares pursuant thereto, then in any such event, such transfer shall not be
     effective unless such withholding,  listing,  registration,  qualification,
     consent,  or approval shall have been effected or obtained under conditions
     acceptable to the Corporation.

     USE OF  PROCEEDS.  The  proceeds  received  from the sale of  Common  Stock
     pursuant to the exercise of Options  granted  under the Plan shall be added
     to the Corporation's general funds and used for general corporate purposes.

     INDEMNIFICATION  OF  COMMITTEE.   In  addition  to  such  other  rights  of
     indemnification  as they may have as  members of the Board or as members of
     the  Committee,  the members of the Committee  shall be  indemnified by the
     Corporation  against all costs and expenses  reasonable incurred by them in
     connection  with any action,  suit,  or  proceeding to which they or any of
     them may be party by reason of any action  taken or failure to act under or
     in connection  with the Plan, or any Option and against all amounts paid by
     them in settlement  thereof  (provided such settlement is approved by legal
     counsel  selected by the  Corporation) or paid by them in satisfaction of a
     judgment in any such action,  suit, or proceeding,  except a judgment based
     upon a finding of bad faith. Upon the institution of any such action, suit,
     or proceeding,  a Committee member shall notify the Corporation in writing,
     giving an  opportunity,  at its own expense,  to handle and defend the same
     before such Committee member undertakes to handle it on his own behalf.

     EFFECTIVENESS  OF THE  PLAN.  The Plan  shall  become  effective  as of the
     Effective Date.  Options may be granted to Participants prior to such date,
     but the  ability to  exercise  all such  Options  from such grant  shall be
     conditioned upon such approval and advice.

                                       18
MISCELLANEOUS.  Employment Not Affected.  Neither the granting of an Option
     nor its  exercise  shall be construed  as granting to the  Participant  any
     right with respect to continuance of his employment with the Corporation or
     its subsidiaries. Except as may otherwise be limited by a written agreement
     between the Corporation or its subsidiaries and the Participant,  the right
     of  the   Corporation  or  its   subsidiaries  to  terminate  at  will  the
     Participant's  employment  with  it at  any  time  (whether  by  dismissal,
     discharge,  retirement,  or  otherwise)  is  specifically  reserved  by the
     Corporation  or  its  subsidiaries  as the  employer  or on  behalf  of the
     employer (whichever the case may be) and acknowledged by the Participant.

     Notice. Any notice to the Corporation provided for in this instrument shall
     be addressed to it in care of its President at its principal office in West
     Virginia,  and any  notice to the  Participant  shall be  addressed  to the
     Participant  at the current  address  shown on the  payroll  records of the
     Corporation.  Any  notice  shall  be  deemed  to be duly  given if and when
     properly  addressed  and posed by  registered  or certified  mail,  postage
     prepaid.

     SOUTH BRANCH VALLEY BANCORP, INC.

     By: /s/ H. Charles Maddy, III
     -----------------------------
     H. Charles Maddy, III
     President

                                              Attest: /s/ Carol A. Riggleman
                                                      ----------------------

                                              Title:  Assistant Secretary
                                                      ---------------------
Exhibit 5
                                                                Exhibit 23.1

             [BOWLES RICE MCDAVID GRAFF & LOVE P.L.L.C Letterhead]

                               September 5, 2002

H. Charles Maddy, III, President
Summit Financial Group, Inc.
310 North Main Street
Moorefield, West Virginia  26836

     Re:      Form S-8 Registration Statement

Ladies and Gentlemen:

     This  opinion is  rendered  in  connection  with the Form S-8  Registration
Statement (the  "Registration  Statement") filed by Summit Financial Group, Inc.
(the  "Registrant")  with the  Securities  and  Exchange  Commission  under  the
Securities Act of 1933, as amended,  with respect to the registration of 240,000
shares of common stock of Registrant,  $2.50 par value ("Common Stock") issuable
in connection with Registrant's  Officer Stock Option Plan (the "Plan"),  all as
set forth in the Registration Statement.

     We are of the opinion that if all the  conditions set forth in the Plan are
satisfied,  the  Common  Stock,  when  issued  in  connection  with  the Plan in
accordance  with the terms set forth  therein will be duly  authorized,  validly
issued,  fully paid and nonassessable and will not be issued in violation of any
preemptive rights of any shareholder of Registrant.

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
Registration Statement and to the reference to our firm therein.

                                         Very truly yours,

                                         BOWLES RICE McDAVID GRAFF & LOVE PLLC

                                         By:      /s/ Sandra M. Murphy
                                                  --------------------
                                                  Sandra M. Murphy
Exhibit 23.2

                     [ARNETT & FOSTER, P.L.L.C. Letterhead]

                          INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Summit Financial Group, Inc. on Form S-8 of our report,  dated February 8, 2002,
included in and  incorporated  by reference in the Annual Report on Form 10-K of
Summit Financial Group, Inc. for the year ended December 31, 2001.

                                            ARNETT & FOSTER, P.L.L.C.

                                            /s/ Arnett & Foster, P.L.L.C.

Charleston, WV
September 5, 2002