PINNACLE BANKSHARES CORPORATION
1997 INCENTIVE STOCK PLAN
Establishment, Purpose, and Duration
1.1 Establishment of the Plan. Pinnacle Bankshares Corporation, a Virginia corporation (the "Company"), hereby
establishes an incentive compensation plan for the Company and its subsidiaries to be known as the "1997
Incentive Stock Plan", as set forth in this document. Unless otherwise defined herein, all capitalized terms shall
have the meanings set forth in Section 2.1 herein. The Plan permits the grant of Incentive Stock Options, Non-
qualified Stock Options, Stock Appreciation Rights and Restricted Stock.
The Plan was adopted by the Board of Directors of the Company on April 8, 1997, and shall become effective
on May 1, 1997 (the "Effective Date"), subject to the approval by vote of shareholders of the Company in
accordance with applicable laws.
1.2 Purpose of the Plan. The purpose of the Plan is to promote the success of the Company and its subsidiaries
by providing incentives to Key Employees that will promote the identification of their personal interest with the
long-term financial success of the Company and with growth in shareholder value. The Plan is designed to
provide flexibility to the Company including its subsidiaries, in its ability to motivate, attract, and retain the
services of Key Employees upon whose judgment, interest, and special effort the successful conduct of its
operation is largely dependent.
1.3 Duration of the Plan. The Plan shall commence on the Effective Date, as described in Section 1.1 herein, and
shall remain in effect, subject to the right of the Board of Directors to terminate the Plan at any time pursuant to
Article XI herein, until April 31, 2007, at which time it shall terminate except with respect to Awards made prior
to, and outstanding on, that date which shall remain valid in accordance with their terms.
2.1 Definitions. Except as otherwise defined in the Plan, the following terms shall have the me