Exhibit 10.2


EXECUTION COPY


QUAD CITY BANK AND TRUST COMPANY
 
 AMENDMENT NUMBER ONE TO THE 
 NON-QUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT


          This amendment (“Amendment”) is made this 21st day of March, 2006 (the “Effective Date”) by and between QUAD CITY BANK AND TRUST COMPANY (the “Bank”), a state-chartered commercial bank, QCR HOLDINGS, INC. (the “Holding Company”) and MICHAEL A. BAUER (the “Executive”).


WITNESSETH:


          WHEREAS, the Executive is employed by the Bank and the Holding Company as a dual employee; 


          WHEREAS, the Bank and the Executive entered into the Non-Qualified Supplemental Executive Retirement Agreement (the “Agreement”), dated February 1, 2004, to provide additional retirement benefits to the Executive; and


          WHEREAS, the Bank and the Executive desire to amend the Agreement, solely with respect to the terms of the Executive’s participation in the Agreement, to supplement the amount of the retirement benefits provided to the Executive under the Agreement and to revise the provisions regarding the timing of distributions made to the Executive under the Agreement upon the Executive’s retirement.


          NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is agreed and acknowledged by the parties hereto, it is hereby agreed as follows:


	
  
 
  	
  
1.
  	
  
Notwithstanding any provision in the Agreement or   the Non-Qualified Supplemental Executive Retirement Joinder Agreement (the   “Joinder Agreement”) to the contrary, if the Executive is continually in   service with the Bank and/or the Holding Company from the Effective Date of   this Amendment until the date that he attains age 60, the Executive shall   begin receiving his Supplemental Retirement Benefit within 30 days following   the Executive’s attainment of age 60, regardless of whether the Executive   remains employed by the Bank and/or the Holding Company subsequent to his   attainment of age 60.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.
  	
  
Notwithstanding any provision in the Agreement or   the Joinder Agreement to the contrary, in accordance with the preceding   paragraph, the Executive’s    Supplemental Retirement Benefit upon attainment of age 60 shall be an   annual amount (before taking into account any applicable federal and state   tax withholding) equal to $117,000.    Such annual amount shall be paid to the Executive for a period of 15   years in the form of substantially equal monthly installment payments.  The Supplemental Retirement Benefit   described in this Amendment shall be paid to the Executive in lieu of the   Supplemental Retirement Benefit that would otherwise be paid to the Executive   under the terms of the Agreement without regard to this Amendment.
  













EXECUTION COPY

	
  
 
  	
  
3.
  	
  
If the Executive’s employment with both the Bank and   the Holding Company terminates for any reason prior to the Executive’s   attainment of age 60, his benefit under the Agreement and, if applicable, the   benefit of his Beneficiary under the Agreement, shall be determined in   accordance with the terms of the Agreement without regard to this Amendment.
  




          IN WITNESS WHEREOF, the Bank, the Holding Company and the Executive have caused this Amendment to be executed as of the 21st day of March, 2006.

	
  
QUAD   CITY BANK AND TRUST COMPANY
  	
  
 
  	
  
MICHAEL   A. BAUER
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ Douglas M. Hultquist
  	
  
 
  	
  
/s/ Michael A. Bauer
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  
	
  
Its:
  	
  
Chairman
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
QCR   HOLDINGS, INC.
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ James J. Brownson
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  


  	
   
  	
   
  	
   
  
	
  Its:
  	
  Chairman, Executive Committee