Filed by Bowne Pure Compliance





Exhibit 10.3




[QCR HOLDINGS, INC. LETTERHEAD]




February __, 2009




[Name of Executive]

[Street Address]

[City, State Zip]




Dear [Insert Name]:



QCR Holdings, Inc. (the “Company”) anticipates entering into a Letter Agreement and Securities
Purchase Agreement (collectively, the “Participation Agreement”) with the United States Department
of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP
Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to
participate in the CPP, this letter shall be of no further force and effect.



For the Company to participate in the CPP, and as a condition to the closing of the investment
contemplated by the Participation Agreement, the Company is required to establish specified
standards for incentive compensation to its senior executive officers and to make changes to its
compensation arrangements. To comply with these requirements, and in consideration of the benefits
that you will receive as a result of the Company’s participation in the CPP, you agree as follows:




	 	(1)	 	No Golden Parachute Payments. The Company is prohibiting any golden parachute
payment to you during any “CPP Covered Period.” A “CPP Covered Period” is any period
during which (A) you are a senior executive officer and (B) Treasury holds an equity or
debt position acquired from the Company in the CPP.







	 	(2)	 	Recovery of Bonus and Incentive Compensation. Any bonus and incentive
compensation paid to you during a CPP Covered Period is subject to recovery or
“clawback” by the Company if the payments were based on materially inaccurate financial
statements or any other materially inaccurate performance metric criteria.







	 	(3)	 	Compensation Program Amendments. Each of the Company’s compensation, bonus,
incentive and other benefit plans, arrangements and agreements (including golden
parachute, severance and employment agreements) (collectively, the “Benefit Plans”)
with respect to you is hereby amended to the extent necessary to give effect to
provisions (1) and (2).







In addition, the Company is required to review the Benefit Plans to ensure that they
do not encourage senior executive officers to take unnecessary and excessive risks
that threaten the value of the Company. To the extent any such review requires
revisions to any of the Benefit Plan with respect to you, you and the Company agree
to negotiate such changes promptly and in good faith.




	 	(4)	 	
 Definitions and Interpretation. This letter shall be interpreted as follows:








	 	•	 	“senior executive officer” means the Company’s “senior executive officers”
as defined in subsection 111(b)(3) of EESA.







	 	•	 	“golden parachute payment” is used with same meaning as in Section
111(b)(2)(C) of EESA.





 


 









 






	 	•	 	“EESA” means the Emergency Economic Stabilization Act of 2008, as
implemented by guidance or regulation issued by the Department of Treasury and
as published in the Federal Register on October 20, 2008.







	 	•	 	The term “Company” includes any entities treated as a single employer with
the Company under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date). You
are also delivering a waiver pursuant to the Participation Agreement, and, as
between the Company and you, the term “employer” in that waiver will be deemed
to mean the Company as used in this letter.







	 	•	 	The term “CPP Covered Period” shall be limited by, and interpreted in a
manner consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing Date).







	 	•	 	Provisions (1) and (2) of this letter are intended to, and will be
interpreted, administered and construed to, comply with Section 111 of EESA
(and, to the maximum extent consistent with the preceding, to permit operation
of the Benefit Plans in accordance with their terms before giving effect to
this letter).







	 	(5)	 	Miscellaneous. To the extent not subject to federal law, this letter will be
governed by and construed in accordance with the laws of the State of Illinois. This
letter may be executed in two or more counterparts, each of which will be deemed to be
an original. A signature transmitted by facsimile will be deemed an original
signature.






The Board appreciates the concessions you are making and looks forward to your continued
leadership during these financially turbulent times.



	 	 	 	 	 	 	 
	 	 	Yours sincerely,	 	 
	 
	 	 	 	 	 	 
	 	 	QCR Holdings, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 	 	 	 
	 

	 	 	Name: 
	 

	 	 
	 

	 	 	Title:
	 

	 	 
	 

	 	 	 	 

	 	 






Intending to be legally bound, I agree with an

accept the foregoing terms on the date set

forth below




	 	 	 
	 

[Insert Executive’s Name]

	 	 
	 
	 	 
	Date: February
 _____, 2009
	 	 
	 
	 	 
	cc: [Insert Name], via Hand Delivery