QCR HOLDINGS INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>hellingagreement.txt
<TEXT>
Exhibit 10.2

                        QUAD CITY BANK AND TRUST COMPANY

                    EXECUTIVE DEFERRED COMPENSATION AGREEMENT

THIS AGREEMENT is made this 29th day of June 2001, by and between Quad City Bank
and Trust  Company,  a state  chartered  commercial  bank located in Bettendorf,
Iowa. (the "Company"), and Larry J. Helling (the "Executive").

                                  INTRODUCTION

To encourage the Executive to remain an employee of the Company,  the Company is
willing to provide to the Executive a deferred compensation opportunity together
with matching contributions by the Company. The Company will pay the Executive's
benefits from the Company's general assets.

                                    AGREEMENT

The Executive and the Company agree as follows:

                                    Article 1

                                   Definitions

Whenever used in this Agreement,  the following words and phrases shall have the
meanings specified:

1.1      "Anniversary Date" means June 30 of each year.

1.2      "Change of Control" means:

         a)       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 33  percent or more of the
                  combined   voting  power  of  the  then   outstanding   voting
                  securities of the Company; or

         b)       The individuals who, as of the date hereof, are members of the
                  Board of Directors of the Company (the "Board")  cease for any
                  reason to  constitute  a  majority  of the  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
                  Board,  and such new  director  shall,  for  purposes  of this
                  Agreement, be considered a member of the Board; or

         c)       Approval  by  stockholders  of the  Company of (1) a merger or
                  consolidation if the stockholders,  immediately  before such a
                  merger or consolidation, do not, as a result of such merger or
                  consolidation,  own,  directly  or  indirectly,  more  than 67
                  percent 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  outstanding  immediately  before  such  merger  or
                  consolidation, or (2) 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.

                  Notwithstanding  the foregoing,  a Change of Control shall not
                  be deemed to occur  solely  because  33 percent or more of the
                  combined  voting power of the then  outstanding  securities of
                  the Company are  acquired by (1) a trustee or other  fiduciary
                  holding  securities  under one or more employee  benefit plans
                  maintained for employees of the entity, or (2) any corporation
                  which,  immediately  prior  to  such  acquisition,   is  owned
                  directly  or  indirectly  by  the  stockholders  in  the  same
                  proportion as their  ownership of stock  immediately  prior to
                  such acquisition.

1.3      "Code" means the Internal Revenue Code of 1986, as amended.

1.4      "Company" means Quad City Bank and Trust Company.

1.5      "Compensation"  means the total salary and bonus paid to the  Executive
         during a Plan Year.

                                       1
<PAGE>

1.6      "Deferral  Account" means the Company's  accounting of the  Executive's
         accumulated Deferrals plus accrued interest.

1.7      "Deferrals" means the amount of the Executive's  Compensation which the
         Executive elects to defer according to this Agreement.

1.8      "Disability"  means, if the Executive is covered by a Company sponsored
         disability  policy,  total disability as defined in such policy without
         regard to any waiting period. If the Executive is not covered by such a
         policy,  Disability means the Executive suffering a sickness,  accident
         or injury,  which,  in the judgment of a physician  satisfactory to the
         Company,  prevents the Executive from performing  substantially  all of
         the  Executive's  normal duties for the Company.  As a condition to any
         Disability benefits, the Company may require the Executive to submit to
         such physical or mental evaluations and tests as the Company's Board of
         Directors deems appropriate.

1.9      "Effective Date" means June 29, 2001.

1.10     "Election Form" means the Form attached as Exhibit 1.

1.11     "Fiscal Year" means a twelve-month  period  commencing on July 1 of one
         year and ending June 30 of the following year.

1.12     "Normal Retirement Age" means the Executive's 65th birthday.

1.13     "Normal  Retirement Date" means the later of the Normal  Retirement Age
         or Termination of Employment.

1.14     "Plan Year" means Fiscal Year.

1.15     "Termination  of  Employment"  means  that the  Executive  ceases to be
         employed by the Company for any reason  whatsoever other than by reason
         of a leave of absence which is approved by the Company. For purposes of
         this Agreement, if there is a dispute over the employment status of the
         Executive or the date of the Executive's Termination of Employment, the
         Company shall have the sole and absolute right to decide the dispute.

                                    Article 2

                                Deferral Election

2.1      Initial Election. The Executive shall make an initial deferral election
         under this Agreement by filing with the Company a signed  Election Form
         within thirty (30) days after the Effective Date of this Agreement. The
         Election Form shall set forth the amount of Compensation to be deferred
         and shall be effective to defer only Compensation earned after the date
         the Election Form is received by the Company.

2.2      Election Changes

         2.2.1    Generally.  Upon the  Company's  approval,  the  Executive may
                  modify the amount of Compensation  to be deferred  annually by
                  filing  a new  Election  Form  with the  Company  prior to the
                  beginning of the Plan Year in which the  Compensation is to be
                  deferred.   The  modified   deferral  election  shall  not  be
                  effective  until the Fiscal Year  following  the year in which
                  the  subsequent  Election Form is received and approved by the
                  Company.

         2.2.2    Hardship. If an unforeseeable financial emergency arising from
                  the  death  of a family  member,  divorce,  sickness,  injury,
                  catastrophe  or  similar  event  outside  the  control  of the
                  Executive occurs,  the Executive,  by written  instructions to
                  the Company, may reduce future deferrals under this Agreement.

                                       2
<PAGE>

                                    Article 3

                                Deferral Account

3.1      Establishing  and  Crediting.  The Company  shall  establish a Deferral
         Account on its books for the Executive and shall credit to the Deferral
         Account the following amounts:

         3.1.1    Deferrals.  The  Compensation  deferred by the Executive as of
                  the time the  Compensation  would have  otherwise been paid to
                  the Executive.

         3.1.2    Matching  Contribution.  A matching contribution equal to (and
                  credited  to the  Deferral  Account  at the same  time as) the
                  amounts  credited to the Deferral Account under Section 3.1.1,
                  subject  to an annual  maximum  matching  contribution  of 100
                  percent of the  Compensation  deferred by the Executive,  said
                  matching  contribution  not to exceed $12,000 (Twelve Thousand
                  Dollars)   annually;   (prorated   for  any  partial  year  of
                  participation).

         3.1.3    Interest.  On each  Anniversary  Date of  this  Agreement  and
                  continuing  until all benefit  payments  under this  Agreement
                  have been  made,  interest  is to be  accrued  on the  account
                  balance  and  compounded  at an annual  rate equal to the Wall
                  Street  Journal  Prime Rate on the first  business  day of the
                  Plan Year. This interest rate shall have a minimum or floor of
                  8% and shall not exceed 10%.

3.2      Statement  of Accounts.  The Company  shall  provide to the  Executive,
         within one hundred  twenty  (120) days after each  Anniversary  Date, a
         statement setting forth the Deferral Account balance.

3.3      Accounting  Device Only.  The  Deferral  Account is solely a device for
         measuring amounts to be paid under this Agreement. The Deferral Account
         is not a trust fund of any kind.  The Executive is a general  unsecured
         creditor  of the  Company for the  payment of  benefits.  The  benefits
         represent  the  mere  Company   promise  to  pay  such  benefits.   The
         Executive's  rights  are not  subject  in any  manner to  anticipation,
         alienation,   sale,   transfer,    assignment,   pledge,   encumbrance,
         attachment, or garnishment by the Executive's creditors.

                                    Article 4

                                Lifetime Benefits

4.1      Normal Retirement Benefit. Upon the Normal Retirement Date, the Company
         shall pay to the Executive the benefit described in this Section 4.1 in
         lieu of any other benefit under this Agreement.

         4.1.1    Amount of Benefit.  The benefit  under this Section 4.1 is the
                  Deferral Account balance at the Executive's  Normal Retirement
                  Date.

         4.1.2    Payment of Benefit.  The Company  shall pay the benefit to the
                  Executive in 180 equal monthly installments  commencing on the
                  first  day of  the  month  following  the  Executive's  Normal
                  Retirement Date. The Company shall credit interest pursuant to
                  Section  3.1.3 on the  remaining  account  balance  during any
                  applicable installment period.

4.2      Early Retirement  Benefit.  Upon Termination of Employment prior to the
         Normal  Retirement Age for reasons other than death,  Change of Control
         or  Disability,  the  Company  shall pay to the  Executive  the benefit
         described in this Section 4.2 in lieu of any other  benefit  under this
         Agreement.

         4.2.1    Amount of Benefit.  The benefit  under this Section 4.2 is the
                  Deferral  Account  balance at the  Executive's  Termination of
                  Employment.

         4.2.2    Payment of Benefit.  The Company  shall pay the benefit to the
                  Executive in 180 equal monthly installments  commencing on the
                  first day of the month following the  Executive's  Termination
                  of Employment.  The Company shall credit interest  pursuant to
                  Section  3.1.3 on the  remaining  account  balance  during any
                  applicable installment period.

                                       3
<PAGE>

4.3      Disability  Benefit.  If the  Executive  terminates  employment  due to
         Disability prior to Normal Retirement Age, the Company shall pay to the
         Executive  the  benefit  described  in this  Section 4.3 in lieu of any
         other benefit under this Agreement.

         4.3.1    Amount of Benefit.  The benefit  under this Section 4.3 is the
                  Deferral  Account  balance at the  Executive's  Termination of
                  Employment.

         4.3.2    Payment of Benefit.  The Company  shall pay the benefit to the
                  Executive in 180 equal monthly installments  commencing on the
                  first day of the month following the  Executive's  Termination
                  of Employment.  The Company shall credit interest  pursuant to
                  Section  3.1.3 on the  remaining  account  balance  during any
                  applicable installment period.

4.4      Change of Control Benefit.  Upon a Change of Control, the Company shall
         pay to the Executive the benefit  described in this Section 4.4 in lieu
         of any other benefit under this Agreement.

         4.4.1    Amount of Benefit. The benefit under this Section 4.4 shall be
                  the  greater  of:  (a) the  Deferral  Account  balance  at the
                  Executive's Termination of Employment;  or (b) $1,130,000 (One
                  Million One Hundred Thirty Thousand Dollars).

         4.4.2    Payment of Benefit.  The Company  shall pay the benefit to the
                  Executive  in  a  lump  sum  within  60  days   following  the
                  Executive's Termination of Employment.

         4.4.3    Obligation  to  Fund.  Notwithstanding  any  provision  to the
                  contrary  contained herein, no later than the date of a Change
                  of Control,  the Company  shall fund a "Rabbi  Trust" (as such
                  term is described in Revenue Procedure 92-64) in the amount of
                  the payment required under Section 4.4.1,  with the trustee of
                  such  trust  being  designated  by the  Board  in its sole and
                  absolute discretion.

4.5      Hardship  Distribution.  Upon  the  Board of  Director's  determination
         (following  petition by the Executive)  that the Executive has suffered
         an unforeseeable financial emergency as described in Section 2.2.2, the
         Company  shall  distribute  to the  Executive  all or a portion  of the
         Deferral Account balance as determined by the Company,  but in no event
         shall the  distribution  be greater  than is  necessary  to relieve the
         financial hardship.

                                    Article 5

                                 Death Benefits

5.1      Death  During  Active  Service.  If the  Executive  dies  while  in the
         employment  of the Company,  the Company  shall pay to the  Executive's
         beneficiary  the benefit  described  in this Section 5.1 in lieu of any
         other benefit under this Agreement.

         5.1.1    Amount  of  Benefit.  The  benefit  under  Section  5.1 is the
                  greater  of:  (a)  the  Deferral  Account   balance;   or  (b)
                  $1,130,000 (One Million One Hundred Thirty Thousand Dollars).

         5.1.2    Payment of Benefit.  The Company  shall pay the benefit to the
                  beneficiary  in the  manner  elected by the  Executive  on the
                  attached  Beneficiary  Designation  form,  or as such form may
                  have been amended by the Executive  prior to his death. In the
                  event   that  the   death   benefit   hereunder   is  paid  in
                  installments,  the Company shall credit  interest  pursuant to
                  Section  3.1.3 on the  remaining  account  balance  during any
                  applicable installment period.

5.2      Death During Payment of a Lifetime Benefit. If the Executive dies after
         any Lifetime  Benefit  payments have commenced under this Agreement but
         before receiving all such payments, the Company shall pay the remaining
         benefits  to the  Executive's  beneficiary  at the same time and in the
         same  amounts  they  would  have  been  paid to the  Executive  had the
         Executive survived.

                                       4
<PAGE>

5.3      Death After  Termination of Employment But Before Payment of a Lifetime
         Benefit  Commences.  If the Executive is entitled to a Lifetime Benefit
         under  this  Agreement,  but  dies  prior to the  commencement  of said
         benefit  payments,  the Company  shall pay the Lifetime  Benefit to the
         Executive's  beneficiary  that the  Executive  was entitled to prior to
         death except that the benefit  payments shall commence on the first day
         of the month following the date of the Executive's death.

                                    Article 6

                                  Beneficiaries

6.1      Beneficiary  Designations.  The Executive shall designate a beneficiary
         by filing a written  designation  with the Company.  The  Executive may
         revoke  or  modify  the  designation  at  any  time  by  filing  a  new
         designation.  However, designations will only be effective if signed by
         the  Executive  and  accepted  by the  Company  during the  Executive's
         lifetime.  The  Executive's  beneficiary  designation  shall be  deemed
         automatically  revoked if the beneficiary  predeceases the Executive or
         if the  Executive  names a spouse as  beneficiary  and the  marriage is
         subsequently   dissolved.   If  the  Executive  dies  without  a  valid
         beneficiary designation,  all payments shall be made to the Executive's
         estate.

6.2      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 Company 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 Company 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 Company from all liability with respect
         to such benefit.

                                    Article 7

                               General Limitations

7.1      Termination for Cause.  Notwithstanding any provision of this Agreement
         to the  contrary,  the  Company  shall not pay any  benefit  under this
         Agreement  that is  attributable  to the Company match  credited  under
         Section 3.1.2 of this Agreement and the interest earned on the Deferral
         Account if the Company terminates the Executive's employment for:

         (a.)     A  material  violation  by the  Executive  of  any  applicable
                  material  law or  regulation  respecting  the  business of the
                  Company;

         (b)      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 Company, or which disqualifies the Executive
                  from  serving as an officer or  director of the Company or the
                  Company; or

         (c)      The willful or negligent  failure of the  Executive to perform
                  his duties  for the  Company  or the  Company in any  material
                  respect.

7.2      Suicide or  Misstatement.  The Company  shall not pay any death benefit
         under this  Agreement  exceeding the Deferral  Account if the Executive
         commits suicide within two years after the date of this  Agreement,  or
         if the  Executive  has made any  material  misstatement  of fact on any
         application for life insurance purchased by the Company.

                                       5
<PAGE>

7.3      Excess Parachute  Payment.  If it is determined,  in the opinion of the
         Company's independent accountants, in consultation,  if necessary, with
         the Company's  independent  legal  counsel,  that any amount paid under
         this  Agreement  due to a Change of Control,  either  separately  or in
         conjunction with any other payments, benefits and entitlements received
         by the Executive in respect of a Change of Control under any other plan
         or agreement under which the Executive participates or to which he is a
         party,  would  constitute  an  "Excess  Parachute  Payment"  within the
         meaning  of  Section  280G of the Code,  and  thereby be subject to the
         excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then
         in such event the Company  shall pay to the  Executive a  "grossing-up"
         amount  equal to the amount of such  Excise  Tax,  plus all federal and
         state  income or other taxes with  respect to the payment of the amount
         of such Excise Tax,  including  all such taxes with respect to any such
         grossing-up  amount.  If, at a later date, the Internal Revenue Service
         assesses a deficiency against the Executive for the Excise Tax which is
         greater  than that which was  determined  at the time such amounts were
         paid,  then the Company  shall pay to the  Executive the amount of such
         unreimbursed  Excise Tax plus any interest,  penalties  and  reasonable
         professional  fees or expenses incurred by the Executive as a result of
         such  assessment,  including  all such taxes  with  respect to any such
         additional   amount.  The  highest  marginal  tax  rate  applicable  to
         individuals at the time of the payment of such amounts will be used for
         purposes of  determining  the federal and state  income and other taxes
         with respect thereto.  The Company shall withhold from any amounts paid
         under this  Agreement  the  amount of any Excise Tax or other  federal,
         state or local taxes then  required to be withheld  with respect to the
         amount paid  hereunder.  Computations  of the amount of any grossing-up
         supplemental   compensation  paid  under  this  subparagraph  shall  be
         conclusively  made  by  the  Company's  independent   accountants,   in
         consultation,  if  necessary,  with  the  Company's  independent  legal
         counsel.  If, after the  Executive  receives  any gross-up  payments or
         other amount  pursuant to this Section 7.3, the Executive  receives any
         refund with respect to the Excise Tax, the Executive shall promptly pay
         the Company  the amount of such refund  within ten (10) days of receipt
         by the Executive.

                                    Article 8

                          Claims and Review Procedures

8.1      Claims  Procedure.  The Company  shall notify any person or entity that
         makes a claim against the Agreement (the "Claimant") in writing, within
         90 days of Claimant's written  application for benefits,  of his or her
         eligibility or non-eligibility for benefits under the Agreement. If the
         Company  determines  that the  Claimant is not eligible for benefits or
         full benefits,  the notice shall set forth (1) the specific reasons for
         such  denial,  (2) a  specific  reference  to  the  provisions  of  the
         Agreement  on which  the  denial  is based,  (3) a  description  of any
         additional  information  or  material  necessary  for the  Claimant  to
         perfect his or her claim,  and a description  of why it is needed,  and
         (4) an explanation of the Agreement's claims review procedure and other
         appropriate  information  as to the  steps to be taken if the  Claimant
         wishes to have the claim reviewed. If the Company determines that there
         are special circumstances requiring additional time to make a decision,
         the Company shall notify the Claimant of the special  circumstances and
         the date by which a decision is expected to be made, and may extend the
         time for up to an additional 90 days.

8.2      Review  Procedure.  If the Claimant is determined by the Company not to
         be eligible for benefits, or if the Claimant believes that he or she is
         entitled to greater or different benefits,  the Claimant shall have the
         opportunity  to have such  claim  reviewed  by the  Company by filing a
         petition  for review with the Company  within 60 days after  receipt of
         the  notice  issued  by the  Company.  Said  petition  shall  state the
         specific  reasons  which the  Claimant  believes  entitle him or her to
         benefits  or to greater  or  different  benefits.  Within 60 days after
         receipt by the Company of the  petition,  the Company  shall afford the
         Claimant (and  counsel,  if any) an  opportunity  to present his or her
         position to the Company  verbally or in writing,  and the  Claimant (or
         counsel)  shall have the right to review the pertinent  documents.  The
         Company shall notify the Claimant of its decision in writing within the
         60-day period, stating specifically the basis of its decision,  written
         in a  manner  calculated  to be  understood  by the  Claimant  and  the
         specific  provisions  of the  Agreement on which the decision is based.
         If,  because  of the need  for a  hearing,  the  60-day  period  is not
         sufficient,  the  decision may be deferred for up to another 60 days at
         the election of the Company, but notice of this deferral shall be given
         to the Claimant.

                                       6
<PAGE>

                                    Article 9

                           Amendments and Termination

This Agreement may be amended or terminated only by a written  agreement  signed
by the Company and the Executive.

Notwithstanding the previous paragraph,  the Company may amend or terminate this
Agreement  at any time if,  pursuant  to  legislative,  judicial  or  regulatory
action,  continuation of the Agreement would (i) cause benefits to be taxable to
the Executive prior to actual receipt,  or (ii) result in significant  financial
penalties or other significantly detrimental ramifications to the Company (other
than the  financial  impact of paying  the  benefits).  In no event  shall  this
Agreement be terminated  under this section  without payment to the Executive of
the Deferral  Account  balance  attributable  to the  Executive's  Deferrals and
interest credited on such amounts.

                                   Article 10

                                  Miscellaneous

10.1     Binding  Effect.  This  Agreement  shall  bind  the  Executive  and the
         Company, and their beneficiaries,  survivors, executors, administrators
         and transferees.

10.2     No  Guarantee  of  Employment.  This  Agreement  is not a contract  for
         employment.  It does not give the  Executive  the  right to  remain  an
         employee of the Company,  nor does it interfere with the  shareholders'
         rights to replace the Executive. It also does not require the Executive
         to remain an  employee  nor  interfere  with the  Executive's  right to
         terminate employment at any time.

10.3     Non-Transferability.  Benefits  under  this  Agreement  cannot be sold,
         transferred, assigned, pledged, attached or encumbered in any manner.

10.4     Tax Withholding. The Company shall withhold any taxes that are required
         to be withheld from the benefits provided under this Agreement.

10.5     Applicable  Law.  The  Agreement  and all  rights  hereunder  shall  be
         governed  by the  laws of the  State  of  Iowa,  except  to the  extent
         preempted by the laws of the United States of America.

10.6     Unfunded Arrangement. The Executive and the Executive's beneficiary are
         general unsecured  creditors of the Company for the payment of benefits
         under this  Agreement.  The benefits  represent the mere promise by the
         Company to pay such benefits. The rights to benefits are not subject in
         any manner to anticipation,  alienation,  sale,  transfer,  assignment,
         pledge,  encumbrance,  attachment,  or  garnishment  by creditors.  Any
         insurance on the Executive's  life is a general asset of the Company to
         which the Executive and the Executive's  beneficiary  have no preferred
         or secured claim.

10.7     Reorganization. The Company shall not merge or consolidate into or with
         another Company, or reorganize, or sell substantially all of its assets
         to  another  company,   firm,  or  person  unless  such  succeeding  or
         continuing company,  firm, or person agrees to assume and discharge the
         obligations of the Company under this Agreement.

10.8     Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
         between the Company and the Executive as to the subject  matter hereof.
         No rights are  granted  to the  Executive  by virtue of this  Agreement
         other than those specifically set forth herein.

10.9     Administration.  The Company  shall have powers which are  necessary to
         administer this Agreement, including but not limited to:

         (a)      Interpreting the provisions of the Agreement;

         (b)      Establishing  and  revising the method of  accounting  for the
                  Agreement;

         (c)      Maintaining a record of benefit payments; and

         (d)      Establishing  rules and  prescribing  any forms  necessary  or
                  desirable to administer the Agreement.

                                       7
<PAGE>

10.10    Named  Fiduciary.  For  purposes  of  the  Employee  Retirement  Income
         Security Act of 1974,  if  applicable,  the Company  shall be the named
         fiduciary  and  plan  administrator  under  the  Agreement.  The  named
         fiduciary may delegate to others certain  aspects of the management and
         operation  responsibilities  of the plan  including  the  employment of
         advisors  and  the  delegation  of  ministerial   duties  to  qualified
         individuals.

IN WITNESS  WHEREOF,  the Executive and a duly  authorized  Company officer have
signed this Agreement.

COMPANY:

QUAD CITY BANK AND TRUST COMPANY

By:
     -----------------------------------
Title:
        --------------------------------


EXECUTIVE:

----------------------------------------
Larry J. Helling


                                       8
<PAGE>

                                    EXHIBIT 1

                                       TO

                        QUAD CITY BANK AND TRUST COMPANY

                    EXECUTIVE DEFERRED COMPENSATION AGREEMENT

                                Deferral Election

I  elect  to  defer  my  Compensation  received  under  the  Executive  Deferred
Compensation Agreement with the Bank, as follows:

--------------------------------------------------------------------------------
               Amount of Deferral                              Duration
================================================================================


[Initial and Complete one]                        [Initial One]

____   I elect to defer ____% of my         ____     One Year only
       Compensation.
                                            ____     For    ______     [Insert
____   I elect to defer $______ of all                   Number] Years
       Compensation.
                                            _____    Until
____   I elect not to defer any of my                Termination
       Compensation.                                 of Employment

                                            ____     Until  ___________,
                                                     ___________ (date)

--------------------------------------------------------------------------------

Upon the Bank's approval, I understand that I may change the amount and duration
of my deferrals by filing a new election form with the Bank; provided,  however,
that any  subsequent  election  will not be  effective  until  the  Fiscal  Year
following the year in which the new election is received by the Bank.

Signature
           -------------------------------------------------

Date
      ------------------------------------------------------

Accepted by the Bank this _____ day of ______________, 2001.

By
    --------------------------------------------------------

Title
       -----------------------------------------------------

                                       9
<PAGE>

                             Beneficiary Designation

                        QUAD CITY BANK AND TRUST COMPANY

                    EXECUTIVE DEFERRED COMPENSATION AGREEMENT

I  designate  the  following  as  beneficiary  of benefits  under the  Executive
Deferred Compensation Agreement payable following my death:

Primary:
          ----------------------------------------------------------------------

--------------------------------------------------------------------------------


Contingent:
             -------------------------------------------------------------------

--------------------------------------------------------------------------------

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.

I understand  that I may change these  beneficiary  designations by filing a new
written  designation  with the Bank. I further  understand 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.

FORM OF PRE-RETIREMENT DEATH BENEFIT, Article 4, Section 4.3

I elect to have my  beneficiary  receive  benefits  under the  Agreement  in the
following form: [Initial One]

            Lump Sum                   Equal monthly installments for 180 months
-----------                ----------

Signature
           ---------------------------------------------

Date
      --------------------------------------------------

Accepted by the Bank this ____ day of ___________, 2001.

By
    ----------------------------------------------------

Title
       -------------------------------------------------


                                       10

</TEXT>
</DOCUMENT>
