Exhibit 10.27





Exhibit 10.27




AMENDED AND RESTATED

NON-QUALIFIED SUPPLEMENTAL EXECUTIVE

RETIREMENT PLAN




QCR HOLDINGS, INC.

(As Amended and Restated July 24, 2008)



 


 









 





QCR HOLDINGS, INC.




NON-QUALIFIED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(AMENDED AND RESTATED JULY 24, 2008)




QCR HOLDINGS, INC. and its affiliates maintain individual non-qualified supplemental executive
retirement plans and various Non-qualified Supplemental Retirement Joinder Agreements, which are
applicable to certain key employees (the “Executives”) set forth in Appendix A (the “Joinder
Agreements”). As of July
 _____, 2008 (the “Restatement Date”), the plan is hereby amended and
restated in its entirety as the QCR HOLDINGS, INC. NON-QUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN (As Amended and Restated July 24, 2008) (the “Plan”). All obligations under the Plan will be
solely borne by the Company or the affiliate that employs the Executive (the “Employer”). QCR
HOLDINGS, INC. (the “Company”) is a party to this Plan for the sole purpose of guaranteeing the
Employer’s performance hereunder.



The Company and the Employers intend this amendment and restatement of the Plan to be a
material modification of the Plan such that all amounts accrued under the Plan, including amounts
accrued prior to December 31, 2004, shall be subject to the provisions of Section 409A of the
Internal Revenue Code of 1986, as amended.



The purpose of this Plan is to provide supplemental retirement benefits to selected
Executives, each of whom is a member of a select group of management or highly compensated
employees who contribute materially to the continued growth, development and future business
success of the Employer. This Plan shall be unfunded for tax purposes and for purposes of Title I
of the Employee Retirement Income Security Act of 1974, as amended.



SECTION I

DEFINITIONS




When used herein, the following words and phrases shall have the meanings below unless the
context clearly indicates otherwise:




	1.1	 	“Accrued Benefit” means as of any date, that portion of the Supplemental Retirement Benefit
which is required to be expensed and accrued under generally accepted accounting principles
(GAAP) where such benefit is computed with all current census data as of the date of the
relevant determination.

	 
	1.2	 	“Act” means the Employee Retirement Income Security Act of 1974, as amended from time to
time.

	 
	1.3	 	“Administrator” means the Board of the Employer, or a designated committee thereof.

	 
	1.4	 	“Beneficiary” means the person or persons (and their heirs) designated as Beneficiary by the
Executive to whom the deceased Executive’s benefits are payable. If no Beneficiary
is so designated, then the Executive’s Spouse, if living, will be deemed the Beneficiary.
If the Executive’s Spouse is not living, then the Children of the Executive will be deemed
the Beneficiaries and will take on a per stirpes basis. If there are no living Children,
then the Estate of the Executive will be deemed the Beneficiary.





 


 









 











	1.5	 	“Benefit Age” shall be the birthday on which the Executive attains the age of 65, unless
otherwise set forth in such Executive’s Joinder Agreement.

	 
	1.6	 	“Benefit Eligibility Date” shall be the later of (1) the 1st day of the month
following the month in which the Executive attains the Benefit Age, or (ii) the 1st
day of the month following the month in which the Executive actually Retires.

	 
	1.7	 	“Benefit Commencement Date” shall mean the date set forth in Section 4.1.

	 
	1.8	 	“Board” shall mean the Board of Directors of the Company, unless specifically noted
otherwise.

	 
	1.9	 	“Cause” shall mean:







	 	(A)	 	as such term is defined in an employment agreement between the Executive and an
Employer, or if no such agreement or definition exists, then as provided below in this
Section 1.9;

	 
	 	(B)	 	a material violation by the Executive of any applicable material law or
regulation respecting the business of the Employer;

	 
	 	(C)	 	the Executive being found guilty of a felony, an act of dishonesty in
connection with the performance of his duties as an officer of the Employer, or an act
or acts which disqualify the Executive from serving as an officer or director of the
Employer; or

	 
	 	(D)	 	the willful or negligent failure of the Executive to perform his duties in any
material respect.







	1.10	 	A “Change in Control” shall mean and include the following with respect to the Company, or as
provided below, the Employer and shall be deemed to have occurred on the earliest of the
following dates:







	 	(A)	 	The date of the consummation of the acquisition by any person (as such term is
defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended
(the “1934 Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the 1934 Act) of thirty-three percent (33%) or more of the combined voting power
of the then outstanding voting securities of the Company or the Employer; or

	 
	 	(B)	 	The date that individuals who, as of the date hereof, are members of the Board
of Directors of the Company (the “Company Board”) cease for any reason during any 12
month period, to constitute a majority of the Company Board, unless the
election, or nomination for election by the stockholders, of any new director was
approved by a vote of a majority of the Company Board, and such new director shall,
for purposes of this Plan, be considered as a member of the Company Board; or





 


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	 	(C)	 	The date of the consummation by the Company, or the Employer, of (i) a merger
or consolidation if the stockholders of the Company, immediately before such merger or
consolidation, do not, as a result of such merger or consolidation, own, directly or
indirectly, more than fifty percent (50%) of the combined voting power of the then
outstanding voting securities of the entity resulting from such merger or
consolidation, in substantially the same proportion as their ownership of the combined
voting power of the voting securities of the Company outstanding immediately before
such merger or consolidation or (ii) a complete liquidation or dissolution or an
agreement for the sale or other disposition of two-thirds or more of the consolidated
assets of the Company or the Employer.

	 
	 	 	 	Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because thirty-three percent (33%) or more of the combined voting power of
the then outstanding securities of the Company or the Employer is acquired by (i) a
trustee or other fiduciary holding securities under one or more employee benefit
plans maintained for employees of the entity or (ii) any corporation which,
immediately prior to such acquisition, is owned directly or indirectly by the
stockholders of the Company or the Employer in substantially the same proportion as
their ownership of stock of the Company or the Employer immediately prior to such
acquisition.

	 
	 	 	 	In the event that any benefit under the Plan constitutes Deferred Compensation (as
defined in Section 409A) and the settlement of or distribution of benefits under
this Plan is to be triggered by a Change in Control, then such settlement or
distribution shall be subject to the event constituting the Change in Control also
constituting a “change in control event” permitted under Section 409A.







	1.11	 	“Change in Control Termination” means the Executive’s Termination of Employment either
voluntary or involuntary which occurs within thirty-six (36) months of a Change in Control.

	 
	1.12	 	“Children” means the Executive’s children, or the issue of any deceased Children, then living
at the time payments are due the Children under this Plan. The term “Children” shall include
both natural and adopted Children.

	 
	1.13	 	“Code” means the Internal Revenue Code of 1986, as amended, and regulations promulgated
thereunder from time to time.

	 
	1.14	 	“Company” means QCR Holdings, Inc., or its successor.

	 
	1.15	 	“Disabled” means that the Executive: (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not
less than twelve (12) months; or (ii) is, by reason of any mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less
than twelve (12) months, receiving income replacement benefits for a period of not less than
three (3) months under an accident and health plan covering the Employer’s employees.





 


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	1.16	 	“Disability Benefit” means the monthly benefit payable to the Executive following a
determination, in accordance with Section 4.10, that he is Disabled.

	 
	1.17	 	“Early Retirement” means the Executive’s Termination of Employment following the Executive’s
attainment of age 55 and completion of ten (10) Years of Service with the Employer or
affiliated entity provided the Original Effective Date of the Executive’s Joinder Agreement is
at least two (2) years prior to his Termination of Employment.

	 
	1.18	 	“Early Retirement Eligibility Date” means the date on which the Executive is first eligible
for Early Retirement.

	 
	1.19	 	“Employer” means the Company or the affiliated entity which employs the Executive, as
reflected in the applicable Joinder Agreement, or any successor thereto.

	 
	1.20	 	“Executive” means a key employee of the Employer selected by the Company to participate in
the Plan.

	 
	1.21	 	“Estate” means the estate of the Executive.

	 
	1.22	 	“Full-Time” means employment during a Plan Year in which the Executive works at least 1,600
hours.

	 
	1.23	 	“Interest Factor” unless specifically designated otherwise in this Section or in another
place in this Plan, means annual compounding or discounting, as applicable, at six percent
(6%). In the event a lump sum benefit is paid to Executive upon a Change in Control, for
purposes of determining the value of an Executive’s lump sum benefit, the Interest Factor
shall mean 120% of the semiannual applicable federal rate (AFR) as determined under Code
Section 1274(d).

	 
	1.24	 	“Joinder Agreement” means the Non-Qualified Supplemental Executive Retirement Joinder
Agreement between the Executive and Employer.

	 
	1.25	 	“Original Effective Date” is the date of a prior Joinder Agreement, if any, and set forth in
the current Joinder Agreement, and if no such prior Joinder existed, then the date of
execution of the Joinder Agreement.

	 
	1.26	 	“Part-Time” means employment on less than a Full-Time basis.

	 
	1.27	 	“Payout Period” means the time frame during which benefits payable hereunder shall be
distributed pursuant to the applicable distribution provisions set forth in this Plan.

	 
	1.28	 	“Plan Year” shall mean the calendar year.





 


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	1.29	 	“Retire(s)” or “Retirement” means the Executive’s Termination of Employment following
Executive’s attainment of Benefit Age.

	 
	1.30	 	“Section 409A” means Code Section 409A and any U.S. Treasury regulations and guidance
promulgated thereunder, including such regulations and guidance promulgated after the
Restatement Date of the Plan as deemed appropriate by the Administrator.

	 
	1.31	 	“Separation from Service” shall mean an Executive’s “separation from service” as determined
under Treas. Reg. Section 1.409A-1(h).

	 
	1.32	 	“Specified Employee” means any Executive who is a “key employee” (as defined in Code Section
416(i) without regard to paragraph (5) thereof), as determined by the Administrator based upon
the 12-month period ending on each December 31st (such 12-month period is referred
to below as the “identification period”). All Executives who are determined to be key
employees under Code Section 416(i) (without regard to paragraph (5) thereof) during the
identification period shall be treated as Specified Employees for purposes of the Plan during
the 12-month period that begins on the April 1 following the close of such identification
period. For purposes of determining whether an individual is a key employee under Code
Section 416(i), “compensation” shall mean such individual’s W-2 compensation as reported by
the Employer for a particular calendar year.

	 
	1.33	 	“Spouse” means the individual to whom the Executive is legally married at the time of the
Executive’s death, provided, however, that the term “Spouse” shall not refer to an individual
to whom the Executive is legally married at the time of death if the Executive and such
individual have entered into a formal separation agreement (provided that such separation
agreement does not provide otherwise or state that such individual is entitled to a portion of
the benefit hereunder) or formally initiated divorce proceedings through the courts.

	 
	1.34	 	“Supplemental Retirement Benefit” means an annual amount (before taking into account
federal and state income taxes), equal to two and one-half percent (21/2%) (or a pro-rata
percentage of 21/2% for each Year of Service in which the Executive is employed Part-Time) for
each Year of Service until the Executive attains his Benefit Age (not to exceed 40 Years of
Service) with a maximum of seventy percent (70%), multiplied by the average annual base salary
plus cash bonus (excluding insurance bonus compensation) for the three (3) most recently
completed Plan Years in which Executive is a Full-Time Employee. Such Supplemental Retirement
Benefit shall be reduced by the annual benefit derived from any Employer contributions plus
earnings thereon to the credit of Executive in the Company’s or the Employer’s 401(k) or other
deferred compensation plans in which Executive is also a participant calculated in accordance
with the projections conducted at the time the Plan is adopted. The Supplemental Retirement
Benefit shall be payable in monthly installments throughout the Payout Period.

	 
	1.35	 	“Supplemental Early Retirement Benefit” means an annual amount (before taking into account
federal and state income taxes) payable under Section 4.7 of the Plan in the event of the
Executive’s Early Retirement.





 


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	1.36	 	“Survivor’s Benefit” means, if the Employer has obtained insurance on the life of the
Executive, an amount payable to the Beneficiary in a single lump sum (unless otherwise
provided in the Joinder Agreement) equal to the amount designated in the Executive’s Joinder
Agreement as the “Survivor’s Benefit.” If the Employer has not obtained insurance on the life
of the Executive, the Survivor’s Benefit shall be equal to the Accrued Benefit of the
Executive as of Executive’s date of death, and payable in a single lump sum (unless otherwise
provided in the Joinder Agreement).

	 
	1.37	 	“Termination of Employment” means the Executive ceases to be employed by the Employer for any
reason whatsoever, other than by reason of a leave of absence which is approved by the
Employer, provided such termination constitutes a Separation from Service.

	 
	1.38	 	“Year of Service” means a 12 month period during which Executive is employed on a Full-Time
or Part-Time basis. A year of service can be measured on the basis of anniversary dates from
the Executive’s date of hire in the discretion of the Board.






SECTION II

ESTABLISHMENT OF RABBI TRUST




The Employer may establish a rabbi trust into which the Employer intends to contribute assets
which shall be held therein, subject to the claims of the Employer’s creditors in the event of the
Employer’s “Insolvency” as defined in the agreement which establishes such rabbi trust, until the
contributed assets are paid to the Executives and their Beneficiaries in such manner and at such
times as specified in this Plan. It is the intention of the Employer to make contributions to the
rabbi trust to provide the Employer with a source of funds to assist it in meeting the liabilities
of this Plan. The rabbi trust and any assets held therein shall conform to the terms of the rabbi
trust agreement which has been established in conjunction with this Plan. To the extent the
language in this Plan is modified by the language in the rabbi trust agreement, the rabbi trust
agreement shall supersede this Plan. Any contributions to the rabbi trust shall be made during each
Plan Year in accordance with the rabbi trust agreement. The amount of such contribution(s) shall
be equal to the full present value of all benefit accruals under this Plan, if any, less: (i)
previous contributions made on behalf of the Executive to the rabbi trust, and (ii) earnings to
date on all such previous contributions, as may be applicable. In the event of a Change in Control,
the Employer shall transfer to the rabbi trust within thirty (30) days prior to such Change in
Control, the present value of an amount sufficient to fully fund the Supplemental Early Retirement
Benefit for each Executive covered by this Plan.



SECTION III

SELECTION & ELIGIBILITY





	3.1	 	Selection by Company. Participation in the Plan shall be limited to a select group
of management and highly compensated employees of an Employer and/or the Company. From that
group, the Company shall select, in its sole discretion, employees of an Employer to
participate in the Plan.







	3.2	 	Enrollment Requirements. As a condition to participation, each selected employee
shall complete, sign and return to the Administrator a Joinder Agreement and a Beneficiary
Designation Form. In addition, the Administrator, in its sole discretion, shall establish
from time to time such other enrollment requirements as it determines in its sole discretion
are necessary.





 


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	3.3	 	Eligibility; Commencement of Participation. Provided an employee selected to
participate in the Plan has met all enrollment requirements set forth in this Plan and
required by the Administrator, that employee shall commence participation in the Plan on the
date specified by the Administrator. If a selected employee fails to meet all such
requirements prior to that date, the employee shall not be eligible to participate in the Plan
until the completion of those requirements.







	3.4	 	Termination of Participation. If the Administrator determines in good faith that an
Executive no longer qualifies as a member of a select group of management or highly
compensated employees, as membership in such group is determined in accordance with Section
201(2) of ERISA, the Administrator may, to the extent permitted by Section 409A, preclude the
Executive from further participation in the Plan.






SECTION IV

BENEFITS





	4.1	 	Benefit Commencement Date. An Executive’s Benefit Commencement Date shall be the
earliest to occur of the following dates:







	 	(A)	 	The date the Executive reaches his Benefit Eligibility Date;

	 
	 	(B)	 	The date the Executive dies;

	 
	 	(C)	 	The date of the Executive’s Early Retirement;

	 
	 	(D)	 	The date of the Executive’s Change in Control Termination; or

	 
	 	(E)	 	The Early Termination Eligibility Date in the event of a termination under
Section 4.6.







	4.2	 	Time of Distribution. Distributions pursuant to the Plan shall be paid in accordance
with Section 4.4, 4.5, 4.6, 4.7, 4.8 and 4.10 provided that:







	 	(A)	 	Any distribution to be made in a lump sum shall be paid no later than sixty
(60) days following the Executive’s Benefit Commencement Date.

	 
	 	(B)	 	Any distributions to be paid in the form of monthly installments shall commence
no later than sixty (60) days following the Executive’s Benefit Commencement Date and
thereafter shall be made no later than fifteen (15) days after the last business day of
the preceding month and continue for One Hundred Eighty (180) months.





 


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	 	(C)	 	If, as of the effective date of an Executive’s Termination of Employment, the
Company is publicly traded and the Executive is a Specified Employee, then, to the
extent required pursuant to Section 409A, payment of any portion of his Supplemental
Retirement Benefit that would otherwise have been paid to the Executive during the
six-month period following his Termination of Employment and which would constitute
deferred compensation under Section 409A (the “Delayed Payments”) shall be delayed
until the date that is six (6) months and one day following Executive’s Termination of
Employment or, if earlier, the date of the Executive’s death (The “Delayed Payment
Date”). As of the Delayed Payment Date, the Delayed Payments plus interest at a rate
equal to the Interest Factor, for the period of delay, shall be paid to the Executive
in a single lump sum. Any portion of the Supplemental Retirement Benefit that was not
otherwise due to be paid during the six-month period following the Executive’s
Termination of Employment shall be paid to the Executive in accordance with the payment
schedule set forth under the applicable distribution provision of this Plan.

	 
	 	(D)	 	Notwithstanding any provisions of the Plan or any Joinder Agreement to the
contrary, if Executive’s Accrued Benefit, along with any other nonqualified deferred
compensation that must be aggregated with this Plan pursuant to Section 409A, as of
such Executive’s Termination of Employment has an aggregate value of not greater than
the applicable dollar limit under Code Section 402(g)(1)(B) ($15,500 for calendar year
2008), the Executive’s Accrued Benefit, and all other plans aggregated with this Plan
pursuant to Section 409A, shall be paid to the Executive in a lump sum payment on or
before the later of:







	 	(1)	 	December 31st of the calendar year in which the Executive’s
Termination of Employment occurs; or

	 
	 	(2)	 	the 15th day of the third month following the Executive’s
Termination of Employment.

	 
	 	(3)	 	Upon the date of payment pursuant to this Section 4.2,
Executive shall have no further interest under the Plan or any similar deferred
compensation arrangements, as defined under Section 409A with the Employer.







	4.3	 	Change to Time or Manner of Payment. Any changes made to the time or form of payment
shall be subject to the following constraints:







	 	(A)	 	Any change shall be subject to approval of the Administrator;

	 
	 	(B)	 	The change to modify the time or form of payment shall not take effect until at
least twelve (12) months after the date on which the change is made;

	 
	 	(C)	 	The first payment pursuant to the change shall be delayed for a period of not
less than five (5) years from the Executive’s originally scheduled Benefit Commencement
Date; and

	 
	 	(D)	 	Notwithstanding the foregoing, the Administrator shall interpret all provisions
relating to the change under this Section in a manner that is consistent with Section
409A.





 


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	4.4	 	Retirement Benefit. If the Executive is in service with the Employer until reaching
his Benefit Age, the Executive shall be entitled to the Supplemental Retirement Benefit. Such
benefit shall commence on the Executive’s Benefit Commencement Date and shall be payable in
monthly installments throughout the Payout Period. In the event the Executive dies at any
time after attaining his Benefit Age, but prior to the commencement or completion of all such
payments due and owing hereunder, the Employer shall pay to the Executive’s Beneficiary a lump
sum payment equal to the Accrued Benefit at the time of death.







	4.5	 	Death Prior to Benefit Age. If the Executive dies prior to attaining his Benefit
Age, but while employed at the Employer, the Executive’s Beneficiary shall be entitled to the
Survivor’s Benefit. Payment of the Survivor’s Benefit shall commence within thirty (30) days
of the Executive’s death and shall be payable as provided in Section 1.36.







	4.6	 	Involuntary Termination (Other Than for Cause) or Voluntary Termination of
Employment. If the Executive’s employment with the Employer is involuntarily terminated
prior to the attainment of his Benefit Age, for any reason other than: (i) for Cause; (ii) a
Change in Control Termination; (iii) the Executive’s death; (iv) Disability; or (v) if the
Executive voluntarily terminates his employment, other than due to Early Retirement, as
defined below, then the Executive (or his Beneficiary) shall be entitled to Executive’s
Accrued Benefit determined at the time of the Executive’s Termination of Employment. Such
benefit shall commence on the first day of the first month following the Early Retirement
Benefit Eligibility Date, shall be annuitized (using the Interest Factor) and be payable in
monthly installments throughout the Payout Period. For purposes of clarity, such amounts
shall not be credited with the Interest Factor prior to Benefit Commencement Date. In the
event the Executive dies prior to his Benefit Commencement Date, the Employer shall pay to the
Executive’s Beneficiary a Survivor’s Benefit calculated as if the Employer had not obtained
insurance on the Executive. In the event the Executive dies prior to completion of all such
payments due and owing hereunder, the Employer shall pay to the Executive’s Beneficiary a lump
sum payment equal to the Accrued Benefit at the time of death.







	4.7	 	Early Retirement Prior to Benefit Age. If the Executive terminates employment due to
Early Retirement prior to attainment of his Benefit Age, Executive shall be entitled to
receive the Supplemental Early Retirement Benefit, as described below. The Supplemental Early
Retirement Benefit shall be the Executive’s Supplemental Retirement Benefit calculated using
the Executive’s Years of Service on the date of the Executive’s Early Retirement. Such
benefit shall commence on the Executive’s Benefit Commencement Date and shall be payable in
monthly installments throughout the Payout Period. In the event the Executive dies following
his Termination of Employment prior to completion of all such payments due and owing
hereunder, the Employer shall pay to the Executive’s Beneficiary a lump sum payment equal to
the Accrued Benefit at the time of death.





 


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	4.8	 	Change in Control Termination. If an Executive experiences a Change in Control
Termination, the Executive shall be entitled to receive the Executive’s Supplemental
Retirement Benefit calculated using the Executive’s Years of Service as of Executive’s
Termination of Employment (without regard to a minimum number of Years of Service or age).
Unless otherwise provided in the Joinder Agreement, such benefit shall commence on the
Executive’s Benefit Commencement Date and shall be payable in monthly installments throughout
the Payout Period. In the event the Executive dies following his Change in Control
Termination and prior to commencement or completion of all such payments due and owing
hereunder, the Employer shall pay to the Executive’s Beneficiary a lump sum payment equal to
the Accrued Benefit at the time of death.







	4.9	 	Termination for Cause. Other than with respect to a Change in Control Termination,
if the Executive is terminated for Cause, all benefits under this Plan shall be forfeited and
this Plan shall become null and void with respect to the Executive or the Executive’s
Beneficiaries. In the event of a Change in Control Termination for Cause, the benefit here
under shall be calculated as an Early Retirement occurrence on the Change in Control date.







	4.10	 	Disability Benefit. Notwithstanding any other provision hereof, if the Executive
becomes Disabled and then experiences a Termination of Employment, the Executive shall be
entitled to receive his Disability Benefit hereunder. The Disability Benefit shall be the
Executive’s Accrued Benefit on the date of the Executive’s Termination of Employment due to
Disability. Such benefit shall be annuitized (using the Interest Factor) and be payable as of
the Executive’s Benefit Commencement Date and shall be payable commencing on the first day of
the first month following the Benefit Eligibility Date and shall be paid in the form of
monthly installments throughout the Payout Period. For purposes of clarity, such Accrued
Benefit amount shall be credited with the Interest Factor prior to Benefit Eligibility Date.
In the event the Executive dies at any time after Termination of Employment due to disability
but prior to his Benefit Commencement Date, the Employer shall pay to the Executive’s
Beneficiary a lump sum payment equal to the Accrued Benefit at the time of death.







	4.11	 	Additional Death Benefit — Burial Expense. Unless provided under any other plan or
agreement, in addition to the above-described death benefits, upon the Executive’s death, the
Executive’s Beneficiary shall be entitled to receive a one-time lump sum death benefit in the
amount of Ten Thousand ($10,000.00) Dollars. This benefit shall be provided specifically for
the purpose of providing payment for burial and/or funeral expenses of the Executive. Such
death benefit shall be payable within thirty (30) days of the Executive’s death. The
Executive’s Beneficiary shall not be entitled to such benefit if the Executive is terminated
for Cause prior to death.







	4.12	 	Transition Rule. In a manner that is consistent with Section 409A, the Administrator
may solicit new Joinder Agreements from the Executives in order for the Executives to change
the method or timing of such distributions of all amounts subject to Section 409A under the
Plan, provided such elections are solicited and properly made prior to December 31, 2008. In
the event that the Administrator elects to solicit new Joinder Agreements pursuant to this
Section, the failure by the Executive to submit a complete and timely
Joinder Agreement will result in the application of the most recently submitted Joinder
Agreement.





 


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SECTION V

BENEFICIARY DESIGNATION




The Executive shall make an initial designation of primary and secondary Beneficiaries upon
execution of his Joinder Agreement and shall have the right to change such designation, at any
subsequent time, by submitting to the Administrator in substantially the form attached as Exhibit A
to the Joinder Agreement, a written designation of primary and secondary Beneficiaries. Any
Beneficiary designation made subsequent to execution of the Joinder Agreement shall become
effective only when receipt thereof is acknowledged in writing by the Administrator. The most
recent Beneficiary designation acknowledged in writing by the Administrator shall apply at the time
of the Executive’s death.



SECTION VI

EXECUTIVE’S RIGHT TO ASSETS:

ALIENABILITY AND ASSIGNMENT PROHIBITION




At no time shall the Executive be deemed to have any lien, right, title or interest in or to
any specific investment or asset of the Employer. The rights of the Executive, any Beneficiary, or
any other person claiming through the Executive under this Plan, shall be solely those of an
unsecured general creditor of the Employer. The Executive, the Beneficiary, or any other person
claiming through the Executive, shall only have the right to receive from the Employer those
payments so specified under this Plan. Neither the Executive nor any Beneficiary under this Plan
shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute,
modify or otherwise encumber in advance any of the benefits payable hereunder, nor shall any of
said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate
maintenance owed by the Executive or his Beneficiary, nor be transferable by operation of law in
the event of bankruptcy, insolvency or otherwise.



SECTION VII

REGULATORY SUSPENSION AND TERMINATION





	7.1	 	If the Executive is suspended from office and/or temporarily prohibited from participating in
the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) (12 U.S.C.
§1818(e)(3)) or 8(g) (12 U.S.C. §1818(g)) of the Federal Deposit Insurance Act, as amended,
the Employer’s obligations under this Plan shall be suspended as of the date of service,
unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the
Employer shall (A) pay the Executive all of the compensation withheld while their contract
obligations were suspended and (B) reinstate any of the obligations, which were suspended.







	7.2	 	If the Executive is removed and/or permanently prohibited from participating in the conduct
of the Employer’s affairs by an order issued under Section 8(e) (12 U.S.C. §1818(e)) or 8(g)
(12 U.S.C. §1818(g)) of the Federal Deposit Insurance Act, as
amended, all obligations of the Employer under this contract shall terminate as of the
effective date of the order.





 


11









 






	7.3	 	If the Employer is in default as defined in Section 3(x) (12 U.S.C. §1813(x)(1)) of the
Federal Deposit Insurance Act, as amended, all obligations of the Employer under this Plan
shall terminate as of the date of default.







	7.4	 	All obligations of the Employer under this Plan shall be terminated, except to the extent
determined that continuation of the contract is necessary for the continued operation of the
institution by the Federal Deposit Insurance Corporation (the “FDIC”), at the time the FDIC
enters into an agreement to provide assistance to or on behalf of the Employer under the
authority contained in Section 13(c) (12 U.S.C. §1823(c)) of the Federal Deposit Insurance
Act, as amended, or when the Employer is determined by the FDIC to be in an unsafe or unsound
condition.







	7.5	 	Any payments made to the Executive pursuant to this Plan, or otherwise, are subject to and
conditioned upon their compliance with Section 18(k) (12 U.S.C. § 1828(k)) of the Federal
Deposit Insurance Act as amended, and any regulations promulgated thereunder, if the Employer
is subject to such rules and regulations.






SECTION VIII

ADMINISTRATION AND CLAIMS PROVISIONS





	8.1	 	Named Fiduciary and Administrator. The Employer shall be the Named Fiduciary and
Administrator (the “Administrator”) of this Plan with respect to such Employer’s Executives.
As Administrator, the Employer shall be responsible for the management, control and
administration of the Plan as established herein. The Administrator may delegate to others
certain aspects of the management and operational responsibilities of the Plan, including the
employment of advisors and the delegation of ministerial duties to qualified individuals.







	8.2	 	Presentation of Claim. Any Executive or Beneficiary of a deceased Executive (such
Executive or Beneficiary being referred to below as a “Claimant”) may deliver to the
Administrator a written claim for a determination with respect to the amounts distributable to
such Claimant from the Plan. If such a claim relates to the contents of a notice received by
the Claimant, the claim must be made within 60 days after such notice was received by the
Claimant. All other claims must be made within 180 days of the date on which the event that
caused the claim to arise occurred. The claim must state with particularity the determination
desired by the Claimant.





 


12









 











	8.3	 	Notification of Decision. The Administrator shall consider a Claimant’s claim within
a reasonable time; provided that claims based on Disability shall be considered within 45
days, unless, within such time, the Administrator notifies the Claimant in writing that a
30-day extension is required pursuant to Labor Regulation 2560.503-1. Once a decision is made,
the Administrator shall notify the Claimant in writing:







	 	(A)	 	that the Claimant’s requested determination has been made, and that the claim
has been allowed in full; or

	 
	 	(B)	 	that the Administrator has reached a conclusion contrary, in whole or in part,
to the Claimant’s requested determination, and such notice must set forth in a manner
calculated to the understood by the Claimant:







	 	(1)	 	the specific reason(s) for the denial of the claim, or any part
of it;

	 
	 	(2)	 	the specific reference(s) to pertinent provisions of the Plan
upon which such denial was based;

	 
	 	(3)	 	a description of any additional material or information
necessary for the Claimant to perfect the claim, and an explanation of why such
material or information is necessary; and

	 
	 	(4)	 	an explanation of the claim review procedure set forth in
Section 8.4 below, including Claimant’s right to bring a civil action as
described in Section 8.6.







	8.4	 	Review of a Denied Claim. Within 60 days (180 days for a claim based on Disability)
after receiving a notice from the Administrator that a claim has been denied, in whole or in
part, a Claimant (or the Claimant’s duly authorized representative) may file with the
Administrator a written request for a review of the denial of the claim. Therefore, but not
later than 30 days after the review procedure began, the Claimant (or the Claimant’s duly
authorized representative):







	 	(A)	 	may review pertinent documents;

	 
	 	(B)	 	may submit written comments or other documents; and/or

	 
	 	(C)	 	may request a hearing, which the Administrator, in its sole discretion, may
grant.







	8.5	 	Decision on Review. The Administrator shall render its decision on review promptly,
and not later than 60 days (45 days for a claim based on Disability) after the filing of a
written request for review of the denial, unless a hearing is held or other special
circumstances require additional time, in which case the Administrator’s decision must be
rendered within 120 days after such date; provided, that this period shall be up to one 45-day
extension for claims based on Disability. Such decision must be written in a manner calculated
to be understood by the Claimant, and it must contain:







	 	(A)	 	specific reasons for the decision;

	 
	 	(B)	 	specific reference(s) to the pertinent Plan provisions upon which the decision
was based; and

	 
	 	(C)	 	such other matters as the Administrator deems relevant.





 


13









 











	8.6	 	Legal Action. A Claimant’s compliance with the foregoing provisions of this Article 7
is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to
any claim for benefits under this Plan.







	8.7	 	Arbitration. If Claimant continues to dispute the benefit denial based upon
completed performance of this Plan and the Joinder Agreement or the meaning and effect of the
terms and conditions thereof, it shall be settled by arbitration administered by the AAA under
its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof.






SECTION IX

MISCELLANEOUS





	9.1	 	Status of Plan. The Plan is intended to be a plan that is: (a) not qualified within
the meaning of Code Section 401(a); (b) “unfunded and is maintained by the Company or Employer
primarily for the purpose of providing deferred compensation for a select group of management
and highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and
401(a)(l); and (c) compliant in all respects with Section 409A. The Plan shall be
administered and interpreted to the extent possible in a manner consistent with that intent.







	9.2	 	No Effect on Employment Rights. Nothing contained herein will confer upon the
Executive the right to be retained in the service of the Employer nor limit the right of the
Employer to discharge or otherwise deal with the Executive without regard to the existence of
the Plan.







	9.3	 	State Law. The Plan is established under, and will be construed according to, the
laws of the State of Iowa, to the extent such laws are not preempted by the Act and valid
regulations published thereunder.







	9.4	 	Severability and Interpretation of Provisions. In the event that any of the
provisions of this Plan or portion hereof, are held to be inoperative or invalid by any court
of competent jurisdiction, or in the event that any legislation adopted by any governmental
body having jurisdiction over the Employer would be retroactively applied to invalidate this
Plan or any provision hereof or cause the benefits hereunder to be taxable, then: (1) insofar
as is reasonable, effect will be given to the intent manifested in the provisions held invalid
or inoperative, and (2) the validity and enforceability of the remaining provisions will not
be affected thereby. In the event that the intent of any provision shall need to be construed
in a manner to avoid taxability, such construction shall be made by the plan administrator in
a manner that would manifest to the maximum extent possible the original meaning of such
provisions.





 


14









 











	9.5	 	Payment of Legal Fees. The Employer is aware that after a Change in Control,
management of the Employer or the Company or their successors could cause or attempt to cause
the Employer to refuse to comply with their obligations under this Plan, including the
possible pursuit of litigation to avoid their obligations under this Plan. In these
circumstances, the purpose of this Plan would be frustrated. It is the Employer’s intentions
that the Executive not be required to incur the expenses associated with the enforcement of
his rights under this Plan, whether by litigation or other legal action, because the cost and
expense thereof would substantially detract from the benefits intended to be granted to the
Executive hereunder. It is the Employer’s intentions that the
Executive not be forced to negotiate settlement of his rights under this Plan under threat
of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the
Executive that (a) the Employer has failed to comply with any of their obligations under
this Plan, or (b) the Employer or any other person has taken any action to avoid its
obligations under this Plan, the Employer irrevocably authorizes the Executive from time to
time to retain counsel of his choice, at the expense of the Employer as provided in this
Section 9.5, to represent the Executive in connection with the initiation or defense of any
litigation or other legal action, whether by or against the Employer or any director,
officer, stockholder, or other person affiliated with the Employer, in any jurisdiction.
Notwithstanding any existing or previous attorney-client relationship between the Employer
and any counsel chosen by the Executive under this Section 9.5, the Employer irrevocably
consents to the Executive entering into an attorney-client relationship with that counsel,
and the Employer and the Executive agree that a confidential relationship shall exist
between the Executive and that counsel. The fees and expenses of counsel selected from time
to time by the Executive as provided in this Section 9.5 shall be paid or reimbursed to the
Executive by Employer on a regular, periodic basis upon presentation by the Executive of a
statement or statements prepared by such counsel in accordance with such counsel’s customary
practices. The Employer’s obligation to reimburse Executive for legal fees as provided
under this Section 9.5 and any separate employment, severance or other agreement between the
Executive and the Employer shall not exceed $200,000 in the aggregate. Accordingly, the
Employer’s obligations to pay the Executive’s legal fees provided by this Section 9.5 shall
be offset by any legal fee reimbursement obligation the Employer may have with the Executive
under any separate employment, severance or other agreement between the Executive and the
Employer.







	9.6	 	Facility of Payment. If a benefit is payable to a minor, to a person declared
incompetent, or to a person incapable of handling the disposition of his or her property, the
Employer may pay such benefit to the guardian, legal representative or person having the care
or custody of such minor, incompetent person or incapable person. The Employer may require
proof of incompetence, minority or guardianship as it may deem appropriate prior to
distribution of the benefit. Such distribution shall completely discharge the Employer from
all liability with respect to such benefit.







	9.7	 	Unclaimed Benefit. The Executive shall keep the Employer informed of his current
address and the current address of his Beneficiaries. If the location of the Executive is not
made known to the Employer within three years after the date upon which any payment of any
benefits may first be made, the Employer shall delay payment of the Executive’s benefit
payment(s) until the location of the Executive is made known to the Employer; however, the
Employer shall only be obligated to hold such benefit payment(s) for the Executive until the
expiration of three (3) years. Upon expiration of the three (3) year period, the Employer may
discharge its obligation by payment to the Executive’s Beneficiary. If the location of the
Executive’s Beneficiary is not made known to the Employer by the end of an additional two (2)
month period following expiration of the three (3) year period, the Employer may discharge its
obligation by payment to the Executive’s Estate. If there is no Estate in existence at such
time or if such fact cannot be determined by the Employer, the Executive and his
Beneficiary(ies)
shall thereupon forfeit any rights to the balance, if any, of any benefits provided for such
Executive and/or Beneficiary under this Plan.





 


15









 











	9.8	 	Limitations on Liability. Notwithstanding any of the preceding provisions of the
Plan, no individual acting as an employee or agent of the Employer, or as a member of the
Board of Directors of the Employer or the Company shall be personally liable to the Executive
or any other person for any claim, loss, liability or expense incurred in connection with the
Plan.







	9.9	 	Terms. Capitalized terms shall have meanings as defined herein. Singular nouns
shall be read as plural, masculine pronouns shall be read as feminine, and vice versa, as
appropriate.







	9.10	 	Effect on Other Corporate Benefit Agreements. Nothing contained in this Plan shall
affect the right of the Executive to participate in or be covered by any qualified or
non-qualified pension, profit sharing, group, bonus or other supplemental compensation or
fringe benefit agreement constituting a part of the Employer’s or the Company’s existing or
future compensation structure.







	9.11	 	Suicide. Notwithstanding anything to the contrary in this Plan, the benefits
otherwise provided herein shall not be payable and this Plan shall become null and void if the
Executive’s death results from suicide, whether sane or insane, within twenty-six (26) months
after the Original Effective Date of his Joinder Agreement under this Plan.







	9.12	 	Inurement. This Plan shall be binding upon and shall inure to the benefit of the
Employer, its successors and assigns, and the Executive, his successors, heirs, executors,
administrators, and Beneficiaries, and the Company shall require any acquirer in a Change in
Control to expressly assume this Plan.







	9.13	 	Tax Withholding. The Employer shall withhold from any benefits payable under this
Plan all federal, state, city, employment and other taxes as shall be required pursuant to any
law or governmental regulation then in effect in amounts and in a manner determined in the
sole discretion of the Employer.







	9.14	 	Expenses. All expenses incurred in the administration of the Plan, whether incurred
by the Employer or the Plan, shall be paid by the Employer or the Company.







	9.15	 	Distribution in the Event of Income Inclusion under Section 409A. If any portion of
the Executive’s Supplemental Retirement Benefit or Supplemental Early Retirement Benefit under
this Plan is required to be included in income by the Executive prior to receipt due to a
failure of the Plan to meet the requirements of Section 409A, the Executive may petition the
Administrator for a distribution of that portion of his Supplemental Retirement Benefit or
Supplemental Early Retirement Benefit that is required to be included in his name. Upon the
grant of such a petition, which grant shall not be unreasonably withheld, the Employer shall
distribute to the Executive immediately available funds in an amount equal to the portion of
Executive’s Supplemental Retirement Benefit or Supplemental Early Retirement Benefit required
to be included in income as a result of the failure of the Plan to meet the requirements of
Section 409A,
which amount shall not exceed the Executive’s unpaid Supplemental Retirement Benefit or
Supplemental Early Retirement Benefit under the Plan. If the petition is granted, such
distribution shall be made within ninety (90) days of the date when the Executive’s petition
is granted. Such a distribution shall affect and reduce the Executive’s benefits to be paid
under this Plan.





 


16









 






	9.16	 	Deduction Limitation on Benefit Payments. If the Employer determines in good faith
prior to a Change in Control that there is a reasonable likelihood that any compensation paid
to an Executive for a taxable year of the Employer would not be deductible by the Employer
solely by reason of the limitation under Code Section 162(m), then to the extent deemed
necessary by the Employer to ensure that the entire amount of any distribution to the
Executive pursuant to the Plan prior to the Change in Control is deductible, the Employer may
defer all or any portion of a distribution under the Plan. Any amounts deferred pursuant to
this limitation shall continue to be credited with interest at a rate equal to the Interest
Factor. The amounts so deferred and amounts credited thereon shall be distributed, in
accordance with the requirements of Section 409A, to the Executive or his Beneficiary (in the
event of the Executive’s death) in a single lump sum at the earliest possible date, as
determined by the Employer in good faith, on which the deductibility of compensation paid or
payable to the Executive for the taxable year of the Employer during which the distribution is
made and will not be limited by Code Section 162(m).







	9.17	 	Insolvency. Should the Employer be considered insolvent, the Company, through its
Board and chief executive officer, shall give immediate written notice of such to the
Administrator of the Plan, if the Company is not the Administrator. Upon receipt of such
notice, the Administrator shall cease to make any payments to Executives who were Executives
or their beneficiaries and shall hold any and all assets attributable to the Employer for the
benefit of the general creditors of the Employer.







	9.18	 	Interpretation. The provisions of this Plan shall be interpreted consistently with
Section 409A, and to the extent inconsistent with such authority, shall be deemed to be
modified to the extent necessary to make such provisions consistent with such authority. In
addition, all questions of interpretation, construction or application arising under or
concerning the terms of this Plan shall be decided by the Administrator, in its sole
discretion, whose decision shall be final, binding and conclusive upon all persons.







	9.19	 	Headings. Headings and sub-headings in this Plan are inserted for reference and
convenience only and shall not be deemed a part of this Plan.






SECTION X

AMENDMENT/REVOCATION





	10.1	 	The Company may, at any time, amend or modify the Plan in whole or in part by the action of
its Board; provided, however, that: (i) no amendment or modification shall be effective to
decrease or restrict the value of an Executive’s Supplemental Retirement Benefit in existence
at the time the amendment or modification is made, calculated as if the Executive had
experienced a Termination of Employment as of the effective date of
the amendment or modification, (ii) no amendment or modification of this Section 10.1 of the
Plan shall be effective, and (iii) no amendment or modification shall be made unless such
amendment or modification complies with Section 409A. The amendment or modification of the
Plan shall not affect any Executive or Beneficiary who has become entitled to the payment of
benefits under the Plan as of the date of the amendment or modification.





 


17









 






	10.2	 	Notwithstanding any provisions of the Plan to the contrary, in the event that the Company or
Employer determines that any provision of the Plan may violate or otherwise not comply with
Section 409A, the Company or Employer may, without consent of any Executive or Beneficiary:
(i) adopt such amendments to the Plan and appropriate policies and procedures, including
amendments and policies with retroactive effect, that the Company or Employer determines
necessary or appropriate to preserve the intended treatment of the Plan or the benefits
provided by the Plan and/or (ii) take such other actions as the Company or Employer determines
necessary or appropriate to comply with the requirements of Section 409A.






SECTION XI

TERMINATION




Although the Employer anticipates that it will continue the Plan for an indefinite period of
time, there is no guarantee that the Employer will continue the Plan or will not terminate or
freeze the Plan at any time in the future. Accordingly, to the maximum extent permissible under
Section 409A, the Employer reserves the right to discontinue its sponsorship of the Plan and/or to
terminate the Plan at any time with respect to any or all of the Executives, by action of its
Board. Upon the termination of the Plan, the affected Executives’ Supplemental Retirement Benefit
shall be distributed in accordance with the requirements of Section 409A; which, at the discretion
of the Board may be in a single lump sum. The termination of the Plan shall not adversely affect
any Executive or Beneficiary who has become entitled to the payment of any benefits under the Plan
as of the date of termination of the Plan.



SECTION XII

EXECUTION




This Plan sets forth the entire understanding of the parties hereto with respect to the
transactions contemplated hereby, and any previous agreements or understandings between the parties
hereto regarding the subject matter hereof are merged into and superseded by this Plan.


 


18









 





IN WITNESS WHEREOF, the Company has caused this Plan to be executed as of this first day of
              .



	 	 	 	 	 
	QCR HOLDINGS, INC.	 	 
	 
	 	 	 	 
	By: 
	 	 	 	 
	 

	 

	 	 
	 	Title: 
	 	 	 
	 

	 	 	 	 





 


19









 






Exhibit A



QCR HOLDINGS, INC. NON-QUALIFIED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

BENEFICIARY DESIGNATION




The Executive, under the terms of the QCR Holdings, Inc. Non-qualified Supplemental Executive
Retirement Plan (as Amended and Restated                     , 2008), hereby designates the following
Beneficiary to receive any guaranteed payments or death benefits under such Plan, following his
death:



	 	 	 	 	 
	PRIMARY BENEFICIARY:
	 	 	 	 
	 

	 	 

	 	 
	SECONDARY BENEFICIARY:
	 	 	 	 
	 

	 	 	 	 







This Beneficiary Designation hereby revokes any prior Beneficiary Designation which may have
been in effect. Such Beneficiary Designation is revocable.



DATED:                     
 _____, 20_____.




	 	 	 	 	 
	 

	 	 	 	 
	(WITNESS)

	 	 	 	EXECUTIVE







 


A-1









 







Appendix A




QCR HOLDINGS INC. NON-QUALIFIED


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



JOINDER AGREEMENT




The Executive specified below is hereby participating in the QCR Holdings, Inc. Non-Qualified
Supplemental Executive Retirement Plan (the “Plan”). In addition to the terms of the Plan, the
Executive and the Employer agree that the Executive’s terms of participation are also subject to
the following terms and conditions. In the event that any terms or conditions of the Plan are
inconsistent with or contrary to the terms of this Joinder Agreement, the terms of this Joinder
Agreement shall control.



Section 1. Terms of Joinder Agreement. The following words and phrases relate to
Executive’s participation in the Plan:




	 	(i)	 	The “Executive” is [                                        ].

	 
	 	(ii)	 	The “Employer” is [                                        ], and any successors thereto.

	 
	 	(iii)	 	The “Original Effective Date” is [                                        ].

	 
	 	(iv)	 	The “Benefit Age” is age [65].

	 
	 	(v)	 	The “Survivor Benefit” covered by insurance is [$                    ]
annually for 15 years.







Section 2. Elections.




	 	(i)	 	I elect to have the Survivor’s Benefit paid [_____] in a single
lump sum*, or [_____] in 180 monthly installments. (Failure to elect one method
will result in the Survivor’s Benefit being paid in a single lump sum*.)

	 
	 	(ii)	 	I elect to have the Change in Control Termination Benefit paid
[_____] in a single lump sum*, or [_____] in 180 monthly installments. (Failure to
elect one method will result in the Change in Control Termination Benefit being
paid in a single lump sum*.)






*      Lump sum payment amounts will be calculated based on a discounted present value using the
Interest Factor.



Section 3. Participation. Executive understands that this Joinder Agreement must be
executed and provided to the Administrator in order for Executive to continue his participation in
the Plan and that by executing this Joinder Agreement Executive acknowledges and agrees to the
amendment and restatement of the Plan as provided therein.


 


Appendix A-1









 





Section 4. Miscellaneous. Executive understands that he is entitled to review or
obtain a copy of the Joinder Agreement and the Plan, at any time, and may do so by contacting the
Employer.



Section 5. Effective Date. This Joinder Agreement shall become effective upon its
execution by both the Executive and a duly authorized officer of the Employer.



IN WITNESS WHEREOF, the Employer has caused this Joinder Agreement to be executed by its duly
authorized officer, and Executive has signed this Agreement as of the dates set forth below.



	 	 	 	 	 	 	 
	 	 	 	 	 
	[Executive]
	 	 	 	Date
	 
	 	 	 	 	 	 
	 	 	 	 	 
	[Employer]
	 	 	 	Date
	 
	 	 	 	 	 	 
	By: 
	 	 	 	 	 	 
	 

	 	 	 	 	 
	 	Its: 
	 	 	 	 	 
	 

	 	 	 	 	 	 







 


Appendix A-2