Exhibit 10.32





Exhibit 10.32




QCR HOLDINGS, INC.




2005 DEFERRED INCOME PLAN

(As amended and Restated October 23, 2008)



 


 









 





QCR Holdings, Inc.




2005 Deferred Income Plan





Section 1. Purpose



The purpose of the QCR HOLDINGS, INC. 2005 DEFERRED INCOME PLAN (“Plan”) is to enable
directors and selected key officers of QCR HOLDINGS, INC. (“Company”), and any affiliates, to elect
to defer all or a portion of the fees and cash compensation payable on account of service as a
director or employee. The Plan is intended as a means of maximizing the effectiveness and
flexibility of the compensation arrangements to directors and a select group of management or
highly compensated employees of the Company and its affiliates, and as an aid in attracting and
retaining individuals of outstanding abilities and specialized skills for service. All obligations
under the Plan will be solely borne by the Company or the affiliate that employs the participating
employee or for which the director performs services (in each case, the “Employer”). It is the
intent of the Company and the Employers that this Plan comply in its entirety with the provisions
of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations
and guidance promulgated thereunder ( collectively referred to herein as “Section 409A”).




Section 2. Effective Date



The Plan is effective as of October 23, 2008; provided, however, that if any changes pursuant
to the amendment and restatement of this Plan constitute a change in the form or timing of
distributions under Code Section 409A, such changes shall be effective as of January 1, 2009, in
accordance with the transition relief provided under IRS Notice 2007-86.




Section 3. Plan Administration



The Plan shall be administered by the Executive Committee (“Committee”), or other committee as
may be designated by the Board of Directors of the Company (“Board”) from time to time. The
Committee shall have sole authority to select the individuals, from among those eligible, who may
participate under the Plan and to establish all other participation requirements. The Committee is
authorized, subject to Board approval, to interpret the Plan and may from time to time adopt such
rules, regulations, forms and agreements, not inconsistent with the provisions of the Plan, as it
may deem advisable to carry out the Plan. All decisions made by the Committee in administering the
Plan shall be final and binding on the applicable Participants, their heirs and personal
representatives.




Section 4. Eligibility



Any director or key officer of an Employer may be designated by the Board to participate in
the Plan; provided, however, that officers eligible for designation shall be limited to a select
group of management or highly compensated employees within the meaning of Section 201(2) of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Any such director or key
officer shall be a “Participant” as of the date designated by the Board, and his or
her status as a Participant shall continue until the date on which all payments due under the
terms of the Plan have been made.


 


 









 






Section 5. Shares Subject to the Plan



The aggregate number of shares of common stock of the Company (“Shares”) which may be
distributed to directors and employees under the Plan shall be One Hundred Thousand (100,000)
Shares. Any Shares that remain unissued at the termination of the Plan shall cease to be subject
to the Plan, but until termination of the Plan, the Company shall at all times make available
sufficient Shares to meet the requirements of the Plan. The aggregate number of Shares which may
be distributed under the Plan shall be automatically adjusted to reflect a change in capitalization
of the Company, such as a stock dividend or stock split, unless the Board determines in its sole
discretion that, based on the facts and circumstances, a formulaic adjustment is not appropriate,
and that a differing adjustment, or no adjustment, is more equitable.




Section 6. Election to Defer Income



(a) In General. Each Participant shall be entitled to make an irrevocable election
(“Election”) to defer receipt of all or a portion of the fees or compensation otherwise payable to
him or her in cash (“Income”). Income with respect to which an Election has been made (and shall
not have been revoked) shall be referred to hereinafter as “Deferred Income.”



(b) Timing of Elections. An Election to defer Income under the Plan must be properly filed
with the Company not later than the following:




	 	(i)	 	the last business day of the tax year preceding the year in
which the Income is earned, or such earlier time as established by the
Committee;

	 
	 	(ii)	 	thirty (30) days after first becoming eligible to participate
in the Plan; provided such Income relates to services performed after the date
of the Election; or

	 
	 	(iii)	 	six (6) months prior to the end of an applicable performance
period; provided such Election is with respect to incentive compensation which
qualifies as “bonus compensation” as defined under Section 409A.





 


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All such Elections shall continue in effect until the Participant delivers to the Board a written
revocation or modification of such Election pursuant to paragraph (d) below.



(c) Manner of Election. Elections to defer receipt of Income shall be made in writing in
accordance with such rules and procedures as the Committee may prescribe; provided, however, that
each such Election to defer shall include:




	 	(i)	 	the amount to be deferred, expressed either as a fixed dollar
amount or a percentage of Income;







	 	(ii)	 	the date on which the Deferred Income payment(s) shall be paid
or commence; and







	 	(iii)	 	the number of annual installments for the payment of Deferred
Income (maximum ten (10)).






(d) Changes to Elections. Modifications to existing Elections which change the timing or
method of payment shall be subject to the following:




	 	(i)	 	A revised Election must be made not later than twelve (12)
months prior to the scheduled payment date reflected in the most recent
Election; and







	 	(ii)	 	To the extent required under Code Section 409A, the revised
payment date must be not sooner than the five (5) year anniversary of the
previously scheduled payment date.







	 	(iii)	 	Notwithstanding the foregoing, in a manner that is consistent
with Section 409A, the Employer may solicit special transition rule Elections
(“Special Election”) from Participants to change the method and/or timing of
distributions of all amounts subject to Section 409A under the Plan, provided
such Special Elections are solicited and properly made before December 31,
2008. In the event the Employer elects to solicit Special Elections under this
Section, the failure by a Participant to submit a complete and timely Special
Election will result in the continued application of the most recently
submitted Election.







Section 7. Record and Crediting of Deferred Amounts



(a) Deferred Income. The Employer shall credit the amount of any Deferred Income to a
memorandum account for the benefit of the Participant (“Deferred Income Account”) no later than the
last day of the calendar quarter in which such Income would otherwise have been paid to the
Participant.



(b) Investment Direction. The Committee will allow a Participant to direct the investment of
his or her Deferred Income Account in accordance with such rules and procedures as the Committee
may prescribe, in its sole discretion, which may include a single investment selection, including
Shares of the Company’s common stock. The Company will be relieved of all investment
responsibility and liability for such investment direction. A direction to purchase Shares may not
be made within six (6) months of a direction to sell Shares, and a direction to sell Shares may not
be made within six (6) months of a direction to purchase Shares, under the Plan or any other plan
or program maintained by the Company.



(c) Value and Statement of Account. The Committee shall provide each Participant with a
statement of the value of his or her Deferred Income Account, including the amount of Deferred
Income and income or loss thereon, determined as of each December 31 (the “Valuation Date”).


 


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Section 8. Payment of Deferred Account



(a) In General. No withdrawals or payment shall be made from the Participant’s Deferred
Income Account except as provided in this Section 8.



(b) Payment Event. Unless otherwise provided in the Election, the value of a Participant’s
Deferred Income Account shall be payable in a single payment. A “Payment Event” shall be the date
specified in the Participant’s Election, which may be any one of the following:




	 	(i)	 	the date of the Participant’s separation from service (as
defined herein) with the Company or related company (six (6) months from such
date if the Participant is a “Specified Employee” as defined in subsection (g)
below);







	 	(ii)	 	the date the Participant attains an age specified in the
Election; or







	 	(iii)	 	the first or later to occur of either of such dates, as may be
specified in the Election.






“Separation from Service” means a Participant’s “separation from service” as determined under
Treas. Reg. Section 1.409A-1(h).




(c) Manner of Payment.




	 	(i)	 	If a Participant elects a single installment, the value of
Participant’s entire Deferred Income Account as of the Valuation Date preceding
payment shall be paid to him or her in one lump sum.







	 	(ii)	 	If a Participant elects two (2) or more installment payments,
the amount of an installment payment shall be a fraction of the value of the
Participant’s Deferred Income Account on the Valuation Date preceding such
installment payment date, the numerator of which is one (1) and the denominator
which is the total number of installments elected minus the number of
installments previously paid.






(d) Hardship Distributions. The Committee, in its sole discretion, and whether or not a
Payment Event shall have occurred, may accelerate payment of amounts credited to a Participant’s
Deferred Income Account if requested to do so and if the requirements of this paragraph (d) are
met. Such acceleration may occur only in the event of an unforeseeable financial emergency and the
amount of any distribution is limited to the amount deemed reasonably necessary to satisfy such
unforeseeable financial emergency. For purposes of this paragraph (d), an “Unforeseeable Financial
Emergency” is an unanticipated emergency that is caused by an event beyond the control of the
Participant that would result in severe financial hardship to the participant resulting from (i) a
sudden and unexpected illness or accident of the Participant or a dependent of the Participant,
(ii) a loss of the Participant’s property due to casualty, or (iii) such other extraordinary and
unforeseeable circumstances arising as a result of
events beyond the control of the Participant, all as determined in the sole discretion of the
Committee. In the event the Committee authorizes a payment due to an Unforeseeable Financial
Emergency, any deferral Election in place for that Plan Year shall be void.


 


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(e) Death of Participant. Unless otherwise provided in an Election, if a Participant dies at
any time prior to complete distribution of all amounts payable to him or her under the provisions
of the Plan, the unpaid balance of the Participant’s Deferred Income Account shall be paid to the
Participant’s beneficiary or beneficiaries in a lump sum.



(f) Payment in the Event of Income Inclusion under Section 409A. If any portion of a
Participant’s Deferred Income Account under this Plan is required to be included in income by the
Participant prior to receipt due to a failure of this Plan to meet the requirements of Section
409A, the Participant may petition the Employer for a distribution of that portion of his Deferred
Income Account balance that is required to be included in his income. Upon the grant of such a
petition, which grant shall not be unreasonably withhold, the Employer shall distribute to the
Participant immediately available funds in an amount equal to the portion of his Deferred Income
Account balance 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 Participant’s unpaid vested
Deferred Income Account balance under the Plan. If the petition is granted, such distribution
shall be made within ninety (90) days of the date when the Participant’s petition is granted. Such
a distribution shall affect and reduce the Participant’s benefits to be paid under this Plan.



(g) Definition of Specified Employee. A “Specified Employee” means any Participant who is a
“key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as
determined by the Committee based upon the 12-month period ending on each December 31st
(such 12-month period is referred to below as the “identification period”). All Participants 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 1st 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 (1099 if
Director) as reported by the Employer for a particular calendar year.]




Section 9. De Minimus Payment



Notwithstanding any provision of the plan or any Election to the contrary, is a Participant’s
Deferred Income Account has a balance, along with any other nonqualified deferred compensation that
may be aggregated with the Plan pursuant to Section 409A, at the time of his or her Separation of
Service, that is not greater than the applicable dollar limit under Code Section 402(g)(1)(B)
($15,500 for plan year 2008), the Participant’s balance in his or her Deferred Income Account, and
all other plans aggregated pursuant to Section 409A, shall be distributed in a single lump sum.
This Section 9 shall be applied in accordance with the Plan aggregation rules of Section 409A and
such Deferred Income Account balance shall be paid to the Participant in a lump sum payment on or
before the later of: (i) December 31st of the calendar year in which the Participant’s
Separation of Service occurs; or (ii) the 15th day of the third
month following the Participant’s Separation of Service. Upon the date of payment pursuant to
this Section 9, Participant shall have no further interest under the Plan or any similar deferred
compensation arrangements, as defined under Section 409A with the Company or any Employer.


 


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Section 10. Designation of Beneficiary



Participants shall designate in writing, in accordance with such rules and procedures as the
Committee may prescribe, the beneficiary or beneficiaries who are to receive the Participant’s
Deferred Income Account in the event of the Participant’s death.




Section 11. Lost Beneficiary



(a) All Participants and beneficiaries shall have the obligation to keep the Administrator
informed of their current address until such time as all benefits due have been paid.



(b) If a Participant or beneficiary cannot be located by the Administrator exercising due
diligence, then, in its sole discretion, the Administrator may presume that the Participant or
beneficiary is deceased for purposes of the Plan and all unpaid amounts (net of due diligence
expenses) owed to the Participant or beneficiary shall be paid accordingly or, if a beneficiary
cannot be so located, then such amounts shall be paid to the Participants’ or the beneficiary’s
estate, as applicable. Any such presumption of death shall be final, conclusive and binding on all
parties. Notwithstanding the foregoing, if any such beneficiary is located within five (5) years
from the date of any such forfeiture, such beneficiaries shall be entitled to receive the amount
previously forfeited.




Section 12. 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 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.




Section 13. Unsecured Obligations



The obligation of an Employer to make payments under the Plan shall be a general obligation of
that entity only, and such payments shall be made from general assets and property of such entity.
The Participant’s relationship to the Employer under the Plan shall be only that of a general
unsecured creditor and neither this Plan nor any agreement entered into hereunder or action taken
pursuant hereto shall create or be construed to create a trust or fiduciary relationship of any
kind. The Employer may establish an irrevocable grantor trust for purposes of holding and
investing the Deferred Income Account balances but such establishment shall not create any rights
in or against any amount so held, except that the trustee of such trust may vote any Shares
thereunder in accordance with the direction of the Participants.


 


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Section 14. 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)(1); 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.




Section 15. No Effect on Employment Rights



Nothing contained herein will confer upon the Participant 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
Participant without regard to the existence of the Plan.




Section 16. Amendment and Termination



(a) To the maximum extent permissible under Section 409A, the Board may amend, suspend or
terminate the Plan or any portion thereof at any time; provided, however, that no such amendment,
suspension or termination shall impair the rights of any Participant in such Participant’s Deferred
Income Account under the Plan, without such Participant’s consent.



(b) Notwithstanding the foregoing, the Board shall retain the right to amend the Plan or any
portion thereof at any time, or from time to time, without the consent of the Participants, to the
extent deemed necessary by the Board, in its sole discretion, in order for the Plan and Deferred
Income to be compliant with the requirements of Code Section 409A.




Section 17. Effect of Transfer



(a) In the event of a Change in Control of the Company, the entire unpaid balance of each
Deferred Income Account shall be paid in a single lump sum to the Participant as of the effective
date thereof.



(b) For purposes of this Plan, the term Change in Control shall be as defined in the Company’s
Executive Deferred Compensation Plan, as may be amended from time to time.



(c) In the event of a corporate transaction in which Shares are converted into another
security or into cash, where such event does not constitute a Change in Control, the Committee may
substitute a dollar-based equivalent for the Deferred Income Account and distribute it in cash as
provided herein.




Section 18. Non-Assignability



No right to receive payments under the provisions of this Plan shall be transferable or
assignable by a Participant, except by will or the laws of descent and distribution or by gifting
for the benefit of descendants in estate planning situations, and during his or her lifetime
payment may only be received by the Participant or his or her legal representative or guardian.


 


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Section 19. Delivery and Registration of Stock



The Company’s obligation to deliver Shares shall, if the Committee so requests, be conditioned
upon the receipt of a representation as to the investment intention of the individual to whom such
Shares are to be delivered, in such form as the Committee shall determine to be necessary or
advisable to comply with the provisions of the Securities Act of 1933 (“Act”) or any other federal,
state or local securities legislation or regulation. It may be provided that any representation
requirement shall become inoperative upon a registration of the Shares or other action eliminating
the necessity of such representation under securities legislation. The Company shall not be
required to deliver any Shares under the Plan prior to (i) the admission of such Shares to listing
on any stock exchange on which Shares may then be listed, and (ii) the completion of such
registration or other qualification of such Shares under any state or federal law, rule or
regulation, as the Committee shall determine to be necessary or advisable.



This Plan is intended to comply with Rule 16b-3 under the Act. Any provision of the Plan
which is inconsistent with said rule shall, to the extent of such inconsistency, be inoperative and
shall not affect the validity of the remaining provisions of the Plan.




Section 20. Binding Provisions



All of the provisions of this Plan shall be binding upon all persons who shall be entitled to
any benefits hereunder and their heirs and personal representatives.




Section 21. 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 provisions shall need
to be construed in a manner to avoid taxability, such construction shall be made by the Committee
in a manner that would manifest to the maximum extent possible the original meaning of such
provisions.




Section 22. Claims Procedure



(a) Presentation of Claim. Any Participant or beneficiary of a deceased Participant (such
Participant or beneficiary being referred to below as a “Claimant”) may deliver to the Committee 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 sixty (60) days after such notice was received by the Claimant. All other
claims must be made within one hundred-eighty (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.


 


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(b) Notification of Decision. The Committee shall consider a Claimant’s claim within a
reasonable time, but no later than ninety (90) days, unless, within such time, the Employer
notifies the Claimant in writing that an extension is required pursuant to Labor Regulation
2560.503-1 (up to ninety (90) days). Once a decision is made, the Committee shall notify the
Claimant in writing:




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




(ii) That the Committee 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:




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




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




(C) 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




(D) an explanation of the claim review procedure set forth in subsection (c)
below, including Claimants right to bring a civil action under Section 502(a) of
ERISA as described in subsection (e).



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




(i) may review pertinent documents;




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




(iii) may request a hearing, which the Committee, in its sole discretion, may grant.


 


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(d) Decision on Review. The Committee shall render its decision on review promptly, and not
later than sixty (60) days 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
Committee’s decision must be rendered within one hundred-twenty (120) days after such date. Such
decision must be written in a manner calculated to be understood by the Claimant, and it must
contain:




(i) specific reasons for the decision;




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




(iii) such other matters as the Committee deems relevant.



(e) Legal Action. A Claimant’s compliance with the foregoing provisions of this Section 20 is
a mandatory prerequisite to a Claimant’s right to commence any legal action brought pursuant to
Section 502(a) of ERISA with respect to any claim for benefits under this Plan.



(f) Arbitration. If Claimant continues to dispute the benefit denial based upon completed
performance of this Plan 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.


 


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Section 23. Inurement



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




Section 24. Tax Withholding



When payments are made under the Plan, the Employer shall have the right to deduct from each
payment made under the Plan, or any other compensation payable to a Participant or beneficiary, any
required withholding taxes respecting such payments. Prior to the date a Participant’s Deferral
Account becomes payable, the Employer may deduct from the Participant’s Deferral Account, or from
other compensation payable to the Participant, any required federal employment taxes imposes under
Code Sections 3101, 3121(a) and 3121(v)(2) and any taxes required under any state, local and
foreign laws, in each case only to the extent such taxes are attributable to the Participant’s
participation in the Plan.




Section 25. No Liability



No liability shall attach to or be incurred by any officer or director of the Company or
Employer, or any Administrator under or by reason of the terms, conditions and provisions contained
in this Plan, or for the acts or decisions taken or made thereunder or in connection therewith; and
as a condition precedent to the establishment of this Plan or the receipt of benefits thereunder,
or both, such liability, if any, is expressly waived and released by each Participant and by any
and all persons claiming under or through any Participant or any other person. Such waiver and
release shall be conclusively evidenced by any act or participation in or the acceptance of
benefits or the making of any election under this Plan.




Section 26. 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.




Section 27. 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 Participants who were Participants or their beneficiaries and shall hold
any and all assets attributable to the Employer for the benefit of the general creditors of the
Employer.


 


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Section 28. 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 Committee, in its sole discretion, whose decision shall be binding and
conclusive upon all persons.




Section 29. Governing Law



This Plan shall be governed by, construed and administered in accordance with the laws of the
State of Iowa without regard to the conflict of laws provisions of any jurisdiction, except to the
extent preempted by the laws of the United States of America.




Section 30. 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.




Section 31. 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.


 


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Exhibit To

QCR Holdings, Inc.

2005 Deferred Income Plan

Election Form

(For plan years beginning on or after January 1, 20___)




EMPLOYER:      
                
                   
                             
                 
              



GENERAL INFORMATION



	 	 	 	 	 	 	 	 	 
	EMPLOYEE’S NAME

	 	                                        	 	                                        
	 	                                        
	 	 
	 

	 	
(Last)
	 	
(First)
	 	
(M.I.)
	 	 






HOME ADDRESS        
                   
                   
                   
                   
     
                   
                   
                   
               



CITY         
                   
                   
     
          STATE          
                   
             ZIP       
                   
               



SOCIAL SECURITY NUMBER
 _____-_____-_____ 
BIRTH DATE
 _____/_____/19_____ 




INCOME DEFERRAL AGREEMENT




I understand that this Election must be returned to my Employer no later than December 15 prior to
the year for which this Election is applicable. If this Election is being made due to a
Participant’s initial participation commencing other than the first day of a year, this Election
must be returned to your Employer no later than the thirtieth (30th) day after the Participant
first becomes eligible to participate, with such Election being effective only for compensation
earned after it is filed.



I understand that if this Election includes Incentive Compensation that qualifies as
performance-based compensation under Code Section 409A, this Election must be filed no later than
six (6) months prior to the end of the applicable performance period.



I understand that, unless otherwise provided by the Committee, the only investment under Section
7(b) of the Plan shall be the Employer’s Common Stock.



I agree that my Income earned during a plan year beginning on or after January 1, 20_____, will be
reduced by the amount or percentage I have indicated below, and that these dollars will be
contributed to my Deferral Account. This agreement will continue to be effective for subsequent
plan years while I am employed unless I change or terminate it. I will be only an unsecured
creditor of the Employer as to amounts deferred, and may lose part or all of the deferred amount if
the Employer becomes insolvent. I acknowledge that I have read this entire agreement, understand
it and agree to its terms.



Select one of the following:



o I elect to defer                     % or $                     of my director fees paid during the plan year.



o I elect to defer                     % or $                     of my salary paid during the plan year.



o I elect to defer                     % or $                     of my incentive compensation for the plan year.



o I decline participation.



Check if applicable:



o The above is a change from my prior elections.



I may change or revoke this election by filing a new election with the Employer in this format, but
only for compensation earned in the tax year following the year in which my election is received by
the Employer.



PAYMENT OF BENEFITS





	o	 	I elect to commence payment of my Deferred Income Account upon
the (circle one) earlier of OR later of: choose one of the
following: o Age  _____; o
 _____, 20_____ 
(insert date); o my Separation from Service; o the earlier of my Separation from Service or
attainment of age
 _____; or o the later of my Separation
from Service or attainment of age
 _____.







	o	 	I elect to receive payment of any account balance in a series
of annual installments over a period of
 _____ 
years (insert
one (1) for a lump sum or a number of years, maximum of ten
(10)). The amount of each installment shall be determined in
accordance with the provisions of the Plan. I understand that, if I do not affirmatively elect
a number of installments, payment of my account balance shall be made in a single lump sum.





 


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** Note that any change in the installment method will become subject to the following:




	 	(i)	 	The revised election must be filed not less than 12 months prior to a scheduled
payment date,

	 
	 	(ii)	 	The revised election can not take effect until 12 months after it is filed with
the plan administrator, and

	 
	 	(iii)	 	The first scheduled payment must be deferred for at least 5 years from the
originally scheduled payment date.






DESIGNATION OF BENEFICIARIES




I designate the following as the beneficiary of any and all benefits under the terms of the QCR
Holdings, Inc. Deferred Income Plan which may be payable at the time my death:



[Add additional sheets as necessary]



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Primary	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 

	 	Name
	 	 	 	 	 	 	 	Percentage
	 	 	%	 	 	Relation	 	 
	 

	 	 	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	
	 	(Last)
	 	(First)
	 	(M.I.)
	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name
	 	 	 	 	 	 	 	Percentage
	 	 	%	 	 	Relation	 	 
	 

	 	 	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	
	 	
(Last)
	 	
(First)
	 	
(M.I.)
	 	
	 	 		 	 	 	 	 






Contingent




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name
	 	 	 	 	 	 	 	Percentage
	 	 	%	 	 	Relation	 	 
	 

	 	 	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(Last)
	 	(First)
	 	(M.I.)	 	 	 	 	 	 	 	 	 	 
	 

	 	Name
	 	 	 	 	 	 	 	Percentage
	 	 	%	 	 	Relation	 	 
	 

	 	 	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(Last)
	 	(First)
	 	(M.I.)	 	 	 	 	 	 	 	 	 	 






Note: To name a trust as beneficiary, please provide the name of the trustee(s) and the
exact name and date of the trust agreement.



In the event of my death during my employment, my benefits are to be paid to my beneficiaries as
follows:



o in a lump sum



o in
 _____ 
monthly installments (maximum ten (10))



I understand: (i) that I may change these beneficiary designations by filing a new written
designation with the Employer; (ii) that the designations will be automatically revoked if the
beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is
subsequently dissolved; and (iii) that any change in the form of payment (lump sum or installment
payments) upon my death during employment will not be effective until the twelve-month anniversary
of the date a revised election form is accepted by the Administrator.



SIGNATURES




Participant




	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	 	 	Date
	 
	 	 	 	 	 	 
	Employer	 	 	 	 
	 
	 	 	 	 	 	 
	By: 
	 	 	 	 	 	 
	 

	 
	 	 	 	 
	 	Its: 
	 	 	 	 	Date
	 

	 	 	 	 	 	 







 


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