Exhibit 10.2



|     |  |                                                                                                              |  |                                           
|---- |  | ------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------
|LOGO |  | Principal Life Insurance Company Raleigh, NC
27612 1-800-999-4031 A member of the Principal Financial Group® |  | THE EXECUTIVE NONQUALIFIED EXCESS PLANSM

ADOPTION AGREEMENT

THIS AGREEMENT is the adoption by QC Holdings, Inc.(the Employer) of the Executive Nonqualified Excess Plan (Plan).

WITNESSETH:

WHEREAS,
the Employer desires to adopt the Plan as an unfunded, nonqualified deferred compensation plan; and

WHEREAS, the provisions of the Plan
are intended to comply with the requirements of Section 409A of the Code and the regulations thereunder, and shall apply to amounts deferred after January 1, 2005, and to amounts deferred under the terms of any predecessor plan which are
not earned and vested before January 1, 2005; and

WHEREAS, the Employer has been advised by Principal Life Insurance Company to
obtain legal and tax advice from its professional advisors before adopting the Plan, and Principal Life Insurance Company disclaims all liability for the legal and tax consequences which result from the elections made by the Employer in this
Adoption Agreement;

NOW, THEREFORE, the Employer hereby adopts the Plan in accordance with the terms and conditions set forth in this
Adoption Agreement:

ARTICLE I

Terms used in this Adoption Agreement shall have the same meaning as in the Plan, unless some other meaning is expressly herein set forth. The Employer hereby represents and warrants that the Plan has been adopted by the Employer upon
proper authorization and the Employer hereby elects to adopt the Plan for the benefit of its Participants as referred to in the Plan. By the execution of this Adoption Agreement, the Employer hereby agrees to be bound by the terms of the Plan.



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ARTICLE II

The Employer hereby makes the following designations or elections for the purpose of the Plan:

2.6 Committee: The duties of the Committee
set forth in the Plan shall be satisfied by:



|    |  |     |  |                                                                                                                         
|--- |  | --- |  | ------------------------------------------------------------------------------------------------------------------------
|___ |  | (a) |  | The administrative committee of at least three individuals appointed by the Board to serve at the pleasure of the Board.
|    |  |     |  |                                                                                                                         
|XX  |  | (b) |  | Employer.                                                                                                               
|    |  |     |  |                                                                                                                         
|___ |  | (c) |  | Other (specify):                                                                                                        

2.7 Compensation: The Compensation of a Participant shall mean all of a Participants:



|    |  |     |  |                                                                            
|--- |  | --- |  | ---------------------------------------------------------------------------
|XX  |  | (a) |  | Base salary.                                                               
|    |  |    
|XX  |  | (b) |  | Service Bonus.                                                             
|    |  |    
|XX  |  | (c) |  | Performance-Based Compensation earned in a period of 12 months or more.    
|    |  |    
|___ |  | (d) |  | Commissions.                                                               
|    |  |    
|XX  |  | (e) |  | Compensation received as an Independent Contractor reportable on Form 1099.
|    |  |    
|___ |  | (f) |  | Employer Contributions Only.                                               

2.8 Crediting Date: The Deferred Compensation Account of a Participant shall be credited with the amount of
any Participant Deferral to such account at the time designated below:



|    |  |     |  |                                                                      
|--- |  | --- |  | ---------------------------------------------------------------------
|___ |  | (a) |  | The last business day of each Plan Year.                             
|    |  |    
|___ |  | (b) |  | The last business day of each calendar quarter during the Plan Year. 
|    |  |    
|___ |  | (c) |  | The last business day of each month during the Plan Year.            
|    |  |    
|___ |  | (d) |  | The last business day of each payroll period during the Plan Year.   
|    |  |    
|___ |  | (e) |  | Each pay day as reported by the Employer.                            
|    |  |    
|XX  |  | (f) |  | Any business day on which the Participant Deferral is received by the
|    |  |    
|    |  |     |  | Provider.                                                            
|    |  |    
|___ |  | (g) |  | Other: ______________________________________________.               



2



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2.12 Effective Date:



|    |  |     |  |                                                                                       
|--- |  | --- |  | --------------------------------------------------------------------------------------
|XX  |  | (a) |  | This is a newly-established Plan, and the Effective Date of the Plan is May 1st, 2007.
|    |  |    
|___ |  | (b) |  | This is an amendment and restatement of a plan named                                  
|    |  |     |  | _______________________________ with an effective date of ____________.               
|    |  |     |  | The Effective Date of this amended and restated Plan is _____________.                
|    |  |     |  | This is amendment number ___.                                                         

2.18 Normal Retirement Age: The Normal Retirement Age of a Participant shall be:



|    |  |     |  |                                                                                                                                                                                                                             
|--- |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|___ |  | (a) |  | Age ___.                                                                                                                                                                                                                    
|    |  |    
|XX  |  | (b) |  | The later of age 55 or the 10thanniversary of the participation commencement date. The participation commencement date is the first day of the first Plan Year in which the
Participant commenced participation in the Plan.
|    |  |    
|___ |  | (c) |  | Other: _______________________________________________.                                                                                                                                                                     

2.22 Participating Employer(s): As of the Effective Date, the following Participating Employer(s) are
parties to the Plan:



|                                            |  |                                       |  |                |  |           
|------------------------------------------- |  | ------------------------------------- |  | -------------- |  | ----------
|Name of Employer                            |  | Address                               |  | Telephone No.  |  | EIN       
|QC Holdings, Inc.                           |  | 9401 Indian Creek Parkway, Suite 1500 |  | (913) 234-5000 |  | 43-1326315
|                                            |  |                                       | 
|                                            |  | Overland Park, KS 66210               |  |                |  |           
|QC Financial Services of California, Inc.   |  | 9401 Indian Creek Parkway, Suite 1500 |  | (913) 234-5000 |  | 74-2930338
|                                            |  |                                       | 
|                                            |  | Overland Park, KS 66210               |  |                |  |           
|QC Financial Services of Texas, Inc.        |  | 9401 Indian Creek Parkway, Suite 1500 |  | (913) 234-5000 |  | 20-3412650
|                                            |  |                                       | 
|                                            |  | Overland Park, KS 66210               |  |                |  |           
|Express Check Advance of South Carolina LLC |  | 9401 Indian Creek Parkway, Suite 1500 |  | (913) 234-5000 |  | 62-1870097
|                                            |  |                                       | 
|                                            |  | Overland Park, KS 66210               |  |                |  |           



3



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2.24 Plan: The name of the Plan as applied to the Employer is

The Executive Nonqualified Excess Plan of QC Holdings, Inc.

2.25 Plan Administrator: The Plan Administrator shall be:



|    |  |     |  |                                                          
|--- |  | --- |  | ---------------------------------------------------------
|___ |  | (a) |  | Committee.                                               
|    |  |    
|XX  |  | (b) |  | Employer.                                                
|    |  |    
|___ |  | (c) |  | Other: _________________________________________________.

2.27 Plan Year: The Plan Year shall end each year on the last day of the month of December.

2.35 Trust:



|    |  |     |  |                                                                                                                                                                                                                     
|--- |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|XX  |  | (a) |  | The Employer does desire to establish a rabbi trust for the purpose of setting aside assets of the Employer contributed thereto for the payment of benefits under the
Plan.                                       
|    |  |    
|___ |  | (b) |  | The Employer does not desire to establish a rabbi trust for the purpose of setting aside assets of the Employer contributed thereto for the payment of benefits under the
Plan.                                   
|    |  |    
|___ |  | (c) |  | The Employer desires to establish a rabbi trust for the purpose of setting aside assets of the Employer contributed thereto for the payment of benefits under the Plan upon the
occurrence of a Change in Control.



4



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4.1 Participant Deferral Credits: Subject to the limitations in Section 4.1 of the Plan, a Participant may
elect to have his Compensation (as selected in Section 2.7 of this Adoption Agreement) deferred within the annual limits below by the following percentage or amount as designated in writing to the Committee:



|    |  |     |  |                                                                             |  |                            
|--- |  | --- |  | --------------------------------------------------------------------------- |  | ---------------------------
|XX  |  | (a) |  | Base salary:                                                               
|    |  |     | 
|    |  |     |  |                                                                             |  | maximum deferral: $ or 100%
|    |  |    
|XX  |  | (b) |  | Service Bonus:                                                             
|    |  |     | 
|    |  |     |  |                                                                             |  | maximum deferral: $ or 100%
|    |  |    
|XX  |  | (c) |  | Performance-Based Compensation:                                            
|    |  |     | 
|    |  |     |  |                                                                             |  | maximum deferral: $ or 100%
|    |  |    
|XX  |  | (d) |  | Compensation received as an Independent Contractor reportable on Form 1099:
|    |  |     | 
|    |  |     |  |                                                                             |  | maximum deferral: $ or 100%
|    |  |    
|___ |  | (e) |  | Participant deferrals not allowed.                                         



5



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4.2 Employer Credits: The Employer will make Employer Credits in the following manner:



|    |  |                                                                                                                                                                               |  |                               |  |                                                      |  | 
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------- |  | ---------------------------------------------------- |  | 
|XX  |  | (a) Employer Discretionary Credits: The Employer may make discretionary credits to the Deferred Compensation Account of each Participant in an amount determined as
follows: 
|    |  |                                                                                                                                                                               | 
|    |  | XX                                                                                                                                                                            |  | (i)                           |  | An amount determined each Plan Year by the Employer.
|    |  |                                                                                                                                                                               | 
|    |  | ___                                                                                                                                                                           |  | (ii)                          |  | Other:
.                                            
|    | 
|XX  |  | (b) Employer Profit Sharing Credits:The Employer may make profit sharing credits to the Deferred Compensation Account of each Participant in an amount determined as
follows:
|    |  |                                                                                                                                                                               | 
|    |  | XX                                                                                                                                                                            |  | (i)                           |  | An amount determined each Plan Year by the Employer.
|    |  |                                                                                                                                                                               | 
|    |  | ___                                                                                                                                                                           |  | (ii)                          |  | Other:
.                                            
|    |  |                                                                                                                                                                              
|___ |  | (c)                                                                                                                                                                           |  | Other:
.                     
|    |  |                                                                                                                                                                              
|___ |  | (d)                                                                                                                                                                           |  | Employer Credits not allowed.

5.3 Death of a Participant: If the Participant dies while in Service, the Employer shall pay a benefit to
the Beneficiary in an amount equal to the vested balance in the Deferred Compensation Account of the Participant determined as of the date payments to the Beneficiary commence, plus:



|    |  |     |  |                                             
|--- |  | --- |  | --------------------------------------------
|___ |  | (a) |  | An amount to be determined by the Committee.
|    |  |    
|___ |  | (b) |  | Other:
.                                    
|    |  |    
|XX  |  | (c) |  | No additional benefits.                     



6



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5.4 In-Service Distributions: In-service accounts are permitted under the Plan:



|    |  |     |  |                                                                                  |  |                                                       
|--- |  | --- |  | -------------------------------------------------------------------------------- |  | ------------------------------------------------------
|XX  |  | (a) |  | Yes, with respect to:                                                           
|    |  |     | 
|    |  |     |  | ___                                                                              |  | Participant Deferral Credits only.                    
|    |  |     | 
|    |  |     |  | ___                                                                              |  | Employer Credits only.                                
|    |  |     | 
|    |  |     |  | XX                                                                               |  | Participant Deferral and Employer Credits.            
|    |  |    
|    |  |     |  | In-service distributions may be made in the following manner:                   
|    |  |     | 
|    |  |     |  | XX                                                                               |  | Single lump sum payment.                              
|    |  |     | 
|    |  |     |  | XX                                                                               |  | Annual installment payments over no more than 4 years.
|    |  |    
|    |  |     |  | If applicable, amounts not vested at the specified time of distribution will be:
|    |  |     | 
|    |  |     |  | ___                                                                              |  | Forfeited                                             
|    |  |     | 
|    |  |     |  | XX                                                                               |  | Distributed annually when vested                      
|    |  |    
|___ |  | (b) |  | No in-service distributions permitted.                                          

5.5 Education Distributions: Education accounts are permitted under the Plan:



|    |  |     |  |                                                                                  |  |                                                       
|--- |  | --- |  | -------------------------------------------------------------------------------- |  | ------------------------------------------------------
|XX  |  | (a) |  | Yes, with respect to:                                                           
|    |  |     | 
|    |  |     |  | ___                                                                              |  | Participant Deferral Credits only.                    
|    |  |     | 
|    |  |     |  | ___                                                                              |  | Employer Credits only.                                
|    |  |     | 
|    |  |     |  | XX                                                                               |  | Participant Deferral and Employer Credits.            
|    |  |    
|    |  |     |  | Education distributions may be made in the following manner:                    
|    |  |     | 
|    |  |     |  | XX                                                                               |  | Single lump sum payment.                              
|    |  |     | 
|    |  |     |  | XX                                                                               |  | Annual installment payments over no more than 4 years.
|    |  |    
|    |  |     |  | If applicable, amounts not vested at the specified time of distribution will be:
|    |  |     | 
|    |  |     |  | ___                                                                              |  | Forfeited                                             
|    |  |     | 
|    |  |     |  | XX                                                                               |  | Distributed annually when vested                      
|    |  |    
|___ |  | (b) |  | No education distributions permitted.                                           

5.6 Change in Control: Participant may elect to receive distributions under the Plan upon a Change in
Control:



|    |  |     |  |                                                                                                           
|--- |  | --- |  | ----------------------------------------------------------------------------------------------------------
|XX  |  | (a) |  | Yes, Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control.
|    |  |    
|___ |  | (b) |  | Participants may not elect to have accounts distributed upon a Change in Control.                         



7



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6.1 Payment Options: Any benefit payable under the Plan upon a Qualifying Distribution Event may be made to the
Participant or his Beneficiary (as applicable) in any of the following payment forms, as selected by the Participant in the Participant Deferral Agreement:



|    |  |                                                                                       |  |                                                                                                                                               
|--- |  | ------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|1.  |  | Separation from Service other than Retirement (Retirement is defined by the Employer)
|    |  |                                                                                      
|XX  |  | (a)                                                                                   |  | A lump sum in cash as soon as practicable following the date of the Qualifying Distribution Event.                                            
|    |  |                                                                                      
|___ |  | (b)                                                                                   |  | Approximately equal annual installments over a term certain as elected by the Participant upon his entry into the Plan not to exceed  years.  
|    |  |                                                                                      
|___ |  | (c)                                                                                   |  | Other:
.                                                                                                                                      
|    | 
|2.  |  | Separation from Service due to Retirement                                            
|    |  |                                                                                      
|XX  |  | (a)                                                                                   |  | A lump sum in cash as soon as practicable following the date of the Qualifying Distribution Event.                                            
|    |  |                                                                                      
|XX  |  | (b)                                                                                   |  | Approximately equal annual installments over a term certain as elected by the Participant upon his entry into the Plan not to exceed 10 years.
|    |  |                                                                                      
|___ |  | (c)                                                                                   |  | Other:
.                                                                                                                                      
|    | 
|3.  |  | Death                                                                                
|    |  |                                                                                      
|XX  |  | (a)                                                                                   |  | A lump sum in cash upon the date of the Qualifying Distribution Event.                                                                        
|    |  |                                                                                      
|___ |  | (b)                                                                                   |  | Approximately equal annual installments over a term certain as elected by the Participant upon his entry into the Plan not to exceed  years.  
|    |  |                                                                                      
|___ |  | (c)                                                                                   |  | Other:
.                                                                                                                                      



8



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4. Disability



|    |  |     |  |                                                                                                                                                
|--- |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|XX  |  | (a) |  | A lump sum in cash upon the date of the Qualifying Distribution Event.                                                                         
|    |  |    
|___ |  | (b) |  | Approximately equal annual installments over a term certain as elected by the Participant upon his entry into the Plan not to exceed ___ years.
|    |  |    
|___ |  | (c) |  | Other: _______________________________________________.                                                                                        

5. Change in Control



|    |  |     |  |                                                                                                                                                  
|--- |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|XX  |  | (a) |  | A lump sum in cash upon the date of the Qualifying Distribution Event.                                                                           
|    |  |    
|    |  |     |  |                                                                                                                                                  
|    |  |    
|___ |  | (b) |  | Approximately equal annual installments over a term certain as elected by the Participant upon his entry into the Plan not to exceed _____ years.
|    |  |    
|___ |  | (c) |  | Other: _______________________________________________.                                                                                          
|    |  |    
|___ |  | (d) |  | Not applicable (if not permitted in 5.6)                                                                                                         

6.2 De Minimis Amounts. Notwithstanding any payment election made by the Participant, the
vested balance in the Deferred Compensation Account of the Participant will be distributed in a single lump sum payment if the payment accompanies the termination of the Participants entire interest in the Plan and the amount of such payment
does not exceed $10,000.



9



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7. Vesting: An Active Participant shall be fully vested in the Employer Credits made to the
Deferred Compensation Account upon the first to occur of the following events:



|    |  |     |  |                                                         
|--- |  | --- |  | --------------------------------------------------------
|XX  |  | (a) |  | Normal Retirement Age.                                  
|    |  |    
|XX  |  | (b) |  | Death.                                                  
|    |  |    
|XX  |  | (c) |  | Disability.                                             
|    |  |    
|XX  |  | (d) |  | Change in Control                                       
|    |  |    
|___ |  | (e) |  | Other:                                                  
|    |  |    
|XX  |  | (f) |  | Satisfaction of the vesting requirement specified below:



| |  |  |  |     |  |                                                           |  |       |  |                                       |  |                   |  |  |  |  |  |  |  | 
| |  |  |  | --- |  | --------------------------------------------------------- |  | ----- |  | ------------------------------------- |  | ----------------- |  |  |  |  |  |  |  | 
| |  |  |  |    
| |  |  |  | ___ |  | Employer Discretionary Credits: (Corporate Discretionary) |  |      
| |  |  |  |     |  |                                                           | 
| |  |  |  |     |  | ___                                                       |  | (i)   |  | Immediate 100% vesting.               |  |                   |  | 
| |  |  |  |     |  |                                                           |  |      
| |  |  |  |     |  | ___                                                       |  | (ii)  |  | 100% vesting after  Years of Service. |  |                   |  |  |  | 
| |  |  |  |     |  |                                                           |  |       |  |                                      
| |  |  |  |     |  | XX                                                        |  | (iii) |  | To Be Determined                      |  |                   |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                                                           |  |       |  |                                      
| |  |  |  |     |  | ___                                                       |  | (iv)  |  | Number of Years of
Service            |  | Vested Percentage |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                                                           |  |       |  | Less than   1                         |  | %                 |  |  |  | 
| |  |  |  |     |  |                                                           |  |       |  | 1                                     |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                                                           |  |       |  | 2                                     |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                                                           |  |       |  | 3                                     |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                                                           |  |       |  | 4                                     |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                                                           |  |       |  | 5                                     |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                                                           |  |       |  | 6                                     |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                                                           |  |       |  | 7                                     |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                                                           |  |       |  | 8                                     |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                                                           |  |       |  | 9                                     |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                                                           |  |       |  | 10 or more                            |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                                                           |  |       |  |                                       |  |                   |  |  |  |  |  |  |  | 



| |  |  |  |  |  |  |  |                                                                                                         |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | 
| |  |  |  |  |  |  |  | ------------------------------------------------------------------------------------------------------- |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| |  |  |  |  |  |  |  | For this purpose, Years of Service of a Participant shall be calculated from the date designated below:
| |  |  |  |  |  | 
| |  |  |  |  |  |  |  | ___                                                                                                     |  | (1) |  | First Day of Service.                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |  |  |  |  | 
| |  |  |  |  |  |  |  | ___                                                                                                     |  | (2) |  | Effective Date of the Plan Participation.                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |  |  |  |  | 
| |  |  |  |  |  |  |  | ___                                                                                                     |  | (3) |  | Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer
Discretionary Credit is made to his or her Deferred Compensation Account. Notwithstanding the vesting schedule elected above, all Employer Discretionary Credits to the Deferred Compensation Account shall be 100% vested upon the following event(s):
______________________.



10



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| |  |  |  |    |  |                                                       |  |       |  |                                       |  |                   |  |  |  |  |  |  |  | 
| |  |  |  | -- |  | ----------------------------------------------------- |  | ----- |  | ------------------------------------- |  | ----------------- |  |  |  |  |  |  |  | 
| |  |  |  |   
| |  |  |  | XX |  | Employer Profit Sharing Credits: (Match Continuation) |  |      
| |  |  |  |    |  |                                                       | 
| |  |  |  |    |  | ___                                                   |  | (i)   |  | Immediate 100% vesting.               |  |                   |  | 
| |  |  |  |    |  |                                                       |  |      
| |  |  |  |    |  | ___                                                   |  | (ii)  |  | 100% vesting after  Years of Service. |  |                   |  |  |  | 
| |  |  |  |    |  |                                                       |  |      
| |  |  |  |    |  | ___                                                   |  | (iii) |  | 100% vesting at age .                 |  |                   |  |  |  | 
| |  |  |  |    |  |                                                       |  |       |  |                                      
| |  |  |  |    |  | XX                                                    |  | (iv)  |  | Number of Years of
Service            |  | Vested Percentage |  |  |  |  |  |  |  | 
| |  |  |  |    |  |                                                       |  |       |  | Less than   1                         |  |                   |  |  |  | 
| |  |  |  |    |  |                                                       |  |       |  | 1                                     |  | 0%                |  |  |  |  |  |  |  | 
| |  |  |  |    |  |                                                       |  |       |  | 2                                     |  | 0%                |  |  |  |  |  |  |  | 
| |  |  |  |    |  |                                                       |  |       |  | 3                                     |  | 20%               |  |  |  |  |  |  |  | 
| |  |  |  |    |  |                                                       |  |       |  | 4                                     |  | 40%               |  |  |  |  |  |  |  | 
| |  |  |  |    |  |                                                       |  |       |  | 5                                     |  | 60%               |  |  |  |  |  |  |  | 
| |  |  |  |    |  |                                                       |  |       |  | 6                                     |  | 80%               |  |  |  |  |  |  |  | 
| |  |  |  |    |  |                                                       |  |       |  | 7                                     |  | 100%              |  |  |  |  |  |  |  | 
| |  |  |  |    |  |                                                       |  |       |  | 8                                     |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |    |  |                                                       |  |       |  | 9                                     |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |    |  |                                                       |  |       |  | 10 or more                            |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |    |  |                                                       |  |       |  |                                       |  |                   |  |  |  |  |  |  |  | 



| |  |  |  |  |  |  |  |                                                                                                         |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | 
| |  |  |  |  |  |  |  | ------------------------------------------------------------------------------------------------------- |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| |  |  |  |  |  |  |  | For this purpose, Years of Service of a Participant shall be calculated from the date designated below:
| |  |  |  |  |  | 
| |  |  |  |  |  |  |  | XX                                                                                                      |  | (1) |  | First Day of Service.                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |  |  |  |  | 
| |  |  |  |  |  |  |  | ___                                                                                                     |  | (2) |  | Effective Date of the Plan Participation.                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  |  |  |  |  | 
| |  |  |  |  |  |  |  | ___                                                                                                     |  | (3) |  | Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Profit
Sharing Credit is made to his or her Deferred Compensation Account. Notwithstanding the vesting schedule elected above, all Employer Profit Sharing Credits to the Deferred Compensation Account shall be 100% vested upon the following event(s):
______________________.



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| |  |  |  |     |  |                         |  |       |  |                                       |  |                   |  |  |  |  |  |  |  | 
| |  |  |  | --- |  | ----------------------- |  | ----- |  | ------------------------------------- |  | ----------------- |  |  |  |  |  |  |  | 
| |  |  |  |    
| |  |  |  | ___ |  | Other Employer Credits: |  |      
| |  |  |  |     |  |                         | 
| |  |  |  |     |  | ___                     |  | (i)   |  | Immediate 100% vesting.               |  |                   |  | 
| |  |  |  |     |  |                         |  |      
| |  |  |  |     |  | ___                     |  | (ii)  |  | 100% vesting after  Years of Service. |  |                   |  |  |  | 
| |  |  |  |     |  |                         |  |      
| |  |  |  |     |  | ___                     |  | (iii) |  | 100% vesting at age .                 |  |                   |  |  |  | 
| |  |  |  |     |  |                         |  |       |  |                                      
| |  |  |  |     |  | ___                     |  | (iv)  |  | Number of Years of
Service            |  | Vested Percentage |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                         |  |       |  | Less than   1                         |  | %                 |  |  |  | 
| |  |  |  |     |  |                         |  |       |  | 1                                     |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                         |  |       |  | 2                                     |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                         |  |       |  | 3                                     |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                         |  |       |  | 4                                     |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                         |  |       |  | 5                                     |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                         |  |       |  | 6                                     |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                         |  |       |  | 7                                     |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                         |  |       |  | 8                                     |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                         |  |       |  | 9                                     |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                         |  |       |  | 10 or more                            |  | %                 |  |  |  |  |  |  |  | 
| |  |  |  |     |  |                         |  |       |  |                                       |  |                   |  |  |  |  |  |  |  | 



| |  |  |  |  |  |  |  |                                                                                                         |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | 
| |  |  |  |  |  |  |  | ------------------------------------------------------------------------------------------------------- |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| |  |  |  |  |  |  |  | For this purpose, Years of Service of a Participant shall be calculated from the date designated below:
| |  |  |  |  |  | 
| |  |  |  |  |  |  |  | ___                                                                                                     |  | (1) |  | First Day of Service.                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |  |  |  |  | 
| |  |  |  |  |  |  |  | ___                                                                                                     |  | (2) |  | Effective Date of the Plan Participation.                                                                                                                                                                                                                                                                                                                                                                                          
| |  |  |  |  |  | 
| |  |  |  |  |  |  |  | ___                                                                                                     |  | (3) |  | Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Credit is
made to his or her Deferred Compensation Account. Notwithstanding the vesting schedule elected above, all other Employer Credits to the Deferred Compensation Account shall be 100% vested upon the following event(s):
______________________.

14. Amendment and Termination of Plan:Notwithstanding any provision in this Adoption
Agreement or the Plan to the contrary, Section _____ of the Plan shall be amended to read as provided in attached Exhibit ____.



|   |  |                                     
|-- |  | ------------------------------------
|XX |  | There are no amendments to the Plan.



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17.9 Construction: The provisions of the Plan and Trust (if any) shall be construed and enforced
according to the laws of the State of Kansas, except to the extent that such laws are superseded by ERISA and the applicable provisions of the Code.

IN WITNESS WHEREOF, this Agreement has been executed as of the day and year stated below.



QC Holdings, Inc.Name of EmployerBy:Authorized PersonDate:


NOTE: Execution of this Adoption Agreement creates a legal liability of the Employer with significant tax
consequences to the Employer and Participants. The Employer should obtain legal and tax advice from its professional advisors before adopting the Plan. Principal Life Insurance Company disclaims all liability for the legal and tax consequences which
result from the elections made by the Employer in this Adoption Agreement.



13