QCR HOLDINGS INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>qcrexhbt102.txt
<TEXT>
Exhibit 10.2

                          EMPLOYMENT AGREEMENT BETWEEN
                               QCR HOLDINGS, INC.,
                        QUAD CITY BANK AND TRUST COMPANY
                            AND DOUGLAS M. HULTQUIST

THIS EMPLOYMENT AGREEMENT (this "Agreement") dated as of the 1st day of January,
2004, is between QCR Holdings, Inc. (the "Company") and QUAD CITY BANK AND TRUST
COMPANY (the "Bank")  (collectively,  the "Employer"),  and Douglas M. Hultquist
(the "Employee").

                                    RECITALS

WHEREAS,  Employee is  currently  serving as an executive of the Company and the
Bank  pursuant  to that  certain  Employment  Agreement  dated July 1, 2000 (the
"Prior Employment Agreement"); and

WHEREAS,  the parties desire to amend and restate the Prior Employment Agreement
on the terms hereinafter set forth.

NOW,  THEREFORE,  in  consideration  of the  promises and of the  covenants  and
agreements hereinafter  contained,  it is covenanted and agreed by and among the
parties hereto as follows:

                                   AGREEMENTS

Section 1.  Employment.  The  Employer  hereby  employs  the  Employee,  and the
Employee hereby accepts  employment,  upon the terms and conditions  hereinafter
set forth.

Section 2.  Duties.  The  Employee  agrees to provide  all  services  necessary,
incidental  or convenient as the President of the Company and as Chairman of the
Bank. The Employer shall designate the location or locations for the performance
of the Employee's services.  The Employer shall furnish or make available to the
Employee such equipment, office space and other facilities and services as shall
be adequate and necessary for the performance of his duties.

Section 3. Term.  The term of this  Agreement  shall commence on January 1, 2004
(the "Effective Date"), and shall continue for a period of three (3) years. This
Agreement shall automatically extend for one (1) year on each anniversary of the
Effective Date,  unless  terminated by either party effective as of the last day
of the then current  three (3) year  extension by written  notice to that effect
delivered  to the other not less than ninety (90) days prior to the  anniversary
of such Effective Date.

Section 4. Compensation.  As compensation for the services to be provided by the
Employee hereunder:

(a)  Base  Salary.  The Bank shall pay  Employee  an annual  base  salary of one
     hundred and seventy-five thousand dollars ($175,000) ("Base Salary").  Base
     Salary shall be payable bi-weekly, in equal installments in accordance with
     the Employer's  payroll practice.  The Company shall reimburse the Bank for
     Employee's  Base Salary  attributable  to  services  for the  Company.  The
     Employee's  Base  Salary  shall be subject to review  annually,  commencing
     January 1,  2005,  and shall be  maintained  or  increased  during the term
     hereof  in   accordance   with  the   Employer's   established   management
     compensation policies and plan.

(b)  Bonuses.  The Employee  shall be entitled to receive  cash  bonuses  ("Cash
     Bonus" or "Cash Bonuses"), based upon performance,  which may be granted in
     the future in the discretion of the Employer,  consistent  with  Employer's
     incentive bonus formula for executive management,  as modified from time to
     time.  In addition,  the Employee  may receive such  additional  bonuses or
     awards  in the  form of stock  options,  restricted  stock or other  equity
     compensation, as determined in the discretion of the Employer.

(c)  Non-Qualified  Supplemental Executive Retirement Agreement.  Employee shall
     participate  in  the  Non-Qualified   Supplemental   Executive   Retirement
     Agreement, as amended from time to time in accordance with its terms.

(d)  Benefits.  The Employer shall provide the following  additional benefits to
     the Employee:

     (i)    Medical Insurance. Family medical insurance,  provided that Employee
            shall be  responsible  for  paying  any  portion  of the  premium in
            accordance with the Employer's policy applied to similarly  situated
            employees.

     (ii)   Reimbursements. Reimbursement of reasonable expenses advanced by the
            Employee in connection  with  performance  of his duties  hereunder,
            including,  but not  limited  to, two (2) paid  weeks of  continuing
            education, a monthly automobile allowance of $500, fuel, maintenance
            and   insurance   expense  of  such   automobile,   and  the  annual
            reimbursement  of club  dues  for the  following  clubs:  Tournament
            Players Club, Short Hills Country Club and Velie Plantation Club.

                                       1
<PAGE>

     (iii)  Personal  Days.  The Employee will initially be entitled to five (5)
            weeks of personal  days,  which may be increased in accordance  with
            the Employer's established policies and practices.

     (iv)   Disability  Coverage.  Long-term and short-term  disability coverage
            equal to  66-2/3% of Base  Salary  and  Average  Annual  Bonus.  For
            purposes of this  Agreement,  "Average  Annual Bonus" shall mean the
            average of the three (3) most recent annual Cash Bonuses paid to the
            Employee immediately preceding the determination date.

     (v)    Employee  Benefits.  Participation in a 401(k)/profit  sharing plan,
            deferred  compensation  program  and  such  other  benefits  as  are
            specifically  granted to Employee or in which he  participates as an
            employee of the Employer.

     (vi)   Life Insurance. Term life insurance of two (2) times Employee's Base
            Salary and Average  Annual  Bonus as of the date of this  Agreement;
            which insurance may be provided  through a group term carve-out plan
            at the Employer's election. The Employee will be allowed to purchase
            additional  life insurance of at least that same amount through such
            plan.

Section 5. Time Requirement. The Employee shall devote his best efforts and full
business time to his duties under this Agreement.  The Employee shall be allowed
to serve on outside boards subject to the consent of the Employer.

Section  6.  Termination  upon  Disability.  In  the  event  of  the  Employee's
Disability (as defined below) during the  employment  term,  payments based upon
the  Employee's  then current  annual Base Salary and Average Annual Bonus shall
continue thereafter through the last day of the one (1) year period beginning on
the date of such  Disability,  after  which  time  Employee's  employment  shall
terminate.  Payments  made in the event of the  Employee's  Disability  shall be
equal to 66-2/3% of Employee's  Base Salary and Average  Annual Bonus,  less any
amounts received under the Employer's short or long-term disability programs, as
applicable.  Disability  for  purposes  of this  Agreement  shall  mean that the
Employee is limited from performing the material and  substantial  duties of the
positions set forth in Section 2 due to the Employee's  sickness or injury for a
period of six (6) consecutive  months.  The Executive  Committee of the Board of
Directors  of the  Employer  shall  determine  whether and when the Employee has
incurred a Disability under this Agreement.

Section 7. Payment upon Death.  In the event of the Employee's  death during the
term of this  Agreement,  the Employee shall be paid his accrued and unpaid Base
Salary,  and his earned  Cash Bonus for the year in which he died  prorated on a
per diem basis  through the date of death.  The earned Base Salary shall be paid
in accordance  with the Employer's  regular  payroll on the next regular payroll
date following the Employee's death. The earned Cash Bonus for the year shall be
paid when Cash Bonuses are paid to other executive officers of the Employer with
respect to such year. Such amounts shall be payable to the persons designated in
writing by the Employee, or if none, to his estate.

Section 8.  Confidentiality and Loyalty.  The Employee  acknowledges that during
the course of his employment he has produced and will produce and have access to
material,  records,  data, trade secrets and information not generally available
to the public (collectively,  "Confidential Information") regarding the Employer
and any  subsidiaries  and  affiliates.  Accordingly,  during and  subsequent to
termination  of this  Agreement,  the Employee  shall hold in confidence and not
directly  or  indirectly  disclose,   use,  copy  or  make  lists  of  any  such
Confidential  Information,  except to the  extent  that such  information  is or
thereafter becomes lawfully available from public sources, or such disclosure is
authorized  in  writing  by the  Employer,  required  by a law or any  competent
administrative  agency  or  judicial  authority,   or  otherwise  as  reasonably
necessary or appropriate in connection  with  performance by the Employee of his
duties hereunder.  All records,  files,  documents and other materials or copies
thereof relating to the Employer's  business which the Employee shall prepare or
use, shall be and remain the sole property of the Employer, shall not be removed
from the Employer's premises without its written consent,  and shall be promptly
returned  to  the  Employer  upon  termination  of  the  Employee's   employment
hereunder.  The Employee agrees to abide by the Employer's  reasonable policies,
as in effect from time to time,  respecting  avoidance of interests  conflicting
with those of the Employer.

                                       2
<PAGE>

Section 9. Non-Competition.

(a)  Restrictive  Covenant.  The Employer and the Employee have jointly reviewed
     the  operations  of the Employer  and have agreed that the primary  service
     areas of the Employer's lending and deposit taking functions extends to the
     areas  encompassing  the sixty (60) mile radii from each of the  offices of
     the Employer. Therefore, as an essential ingredient of and in consideration
     of this  Agreement  and the payment of the amounts  described in Sections 4
     and 10, the  Employee  hereby  agrees that,  except with the express  prior
     written  consent of the  Employer,  for a period of two (2) years after the
     termination   of  the   Employee's   employment   with  the  Employer  (the
     "Restrictive  Period"), he will not directly or indirectly compete with the
     business  of the  Employer,  including,  but not by way of  limitation,  by
     directly or indirectly owning, managing, operating, controlling, financing,
     or by directly or  indirectly  serving as an employee,  officer or director
     of, or  consultant  to, or by  soliciting  or inducing,  or  attempting  to
     solicit or induce,  any  employee  or agent of the  Employer  to  terminate
     employment  with the  Employer  and become  employed by any  person,  firm,
     partnership,  corporation,  trust or other entity which owns or operates, a
     bank,  savings  and loan  association,  credit  union or similar  financial
     institution (a "Financial Institution") within the sixty (60) mile radii of
     each  of  the  Employer's  offices  (the  "Restrictive  Covenant").  If the
     Employee  violates the  Restrictive  Covenant and the Employer brings legal
     action for injunctive or other relief,  the Employer shall not, as a result
     of the time involved in obtaining  such relief,  be deprived of the benefit
     of  the  full  period  of  the  Restrictive  Covenant.   Accordingly,   the
     Restrictive Covenant shall be deemed to have the duration specified in this
     Section  computed  from the date the relief is granted  but  reduced by the
     time  between the period when the  Restrictive  Period began to run and the
     date of the first  violation of the  Restrictive  Covenant by the Employee.
     The  foregoing  Restrictive  Covenant  shall not prohibit the Employee from
     owning directly or indirectly capital stock or similar securities which are
     listed on a securities  exchange or quoted on the National  Association  of
     Securities  Dealers Automated  Quotation System which do not represent more
     than one percent (1%) of the  outstanding  capital  stock of any  Financial
     Institution.

(b)  Remedies for Breach of Restrictive Covenant. The Employee acknowledges that
     the  restrictions  contained in this Section 9 and Section 8 are reasonable
     and necessary for the  protection of the legitimate  business  interests of
     the  Employer,  that  any  violation  of  these  restrictions  would  cause
     substantial  injury to the Employer and such  interests,  that the Employer
     would  not have  entered  into this  Agreement  with the  Employee  without
     receiving the additional  consideration  offered by the Employee in binding
     himself to these  restrictions and that such  restrictions  were a material
     inducement  to the Employer to enter into this  Agreement.  In the event of
     any violation or threatened violation of these restrictions,  the Employer,
     in  addition to and not in  limitation  of, any other  rights,  remedies or
     damages  available to the Employer under this Agreement or otherwise at law
     or in equity,  shall be entitled to  preliminary  and permanent  injunctive
     relief to prevent or restrain  any such  violation  by the Employee and any
     and all persons directly or indirectly  acting for or with him, as the case
     may be.

Section 10. Severance.

(a)  Termination  Without Cause.  If the Employee is terminated  without "Cause"
     (as defined  below),  the Employer will pay the Employee a sum equal to his
     then current annual Base Salary plus his Average Annual Bonus. Such payment
     shall  be made in a lump  sum  within  15 days of  termination  or in equal
     installments  over the one (1) year period,  at the Employer's  option.  In
     addition, the Employer shall provide reasonable  out-placement services for
     up to three (3) months following termination.


                                       3
<PAGE>

(b)  Termination  for  Cause  or  Voluntary  Termination.  If  the  Employee  is
     terminated  for Cause (as  defined  below) or  voluntarily  terminates  his
     employment,  then the  Employer  shall pay  Employee any accrued and unpaid
     Base  Salary,  and any accrued and unpaid  personal  days and shall have no
     further  obligations to the Employee under this Agreement.  For purposes of
     this Agreement, "Cause" shall mean:

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

     (ii)   the Employee 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 which  disqualifies  the  Employee  from serving as an
            officer or director of the Employer; or

     (iii)  the  willful or  negligent  failure of the  Employee  to perform his
            duties hereunder in any material respect.

     The Employee  shall be entitled to at least thirty (30) days' prior written
     notice of the  Employer's  intention to terminate  his  employment  for any
     Cause specifying the grounds for such termination, a reasonable opportunity
     to cure any  conduct  or act,  if  curable,  alleged  as  grounds  for such
     termination,  and a  reasonable  opportunity  to  present  to the Board his
     position regarding any dispute relating to the existence of such Cause.

(c)  Termination  Upon  Change in  Control.  If a Change in Control  (as defined
     below)  of the  ownership  of the  Employer  occurs  and  the  Employee  is
     terminated  within  one (1) year  following  the  Change in  Control or the
     Employee elects to terminate his employment within six (6) months following
     the Change in Control,  a severance  payment will be made within 15 days of
     termination equal to the sum of three (3) times the sum of his then current
     Base Salary and Average  Annual  Bonus.  In addition,  the  Employer  shall
     continue,  or cause to be  continued,  Employee's  health  insurance  as in
     effect  on the  date  of  termination  (including,  if  applicable,  family
     coverage) for three (3) years.

     For purposes of this paragraph, the term "Change in Control" shall mean the
     following:

     (i)    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

     (ii)   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 as a member of
            the Board; or

     (iii)  Consummation by the Company of (i) a merger or  consolidation if the
            stockholders,  immediately  before such merger or consolidation,  do
            not, as a result of such merger or  consolidation,  own, directly or
            indirectly,  more than  sixty-seven  percent  (67%) 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.

            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  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 in substantially  the same proportion as
            their  ownership of stock of the Company  immediately  prior to such
            acquisition.

                                       4
<PAGE>

     (iv)   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 in Control, either separately or in conjunction with
            any  other  payments,  benefits  and  entitlements  received  by the
            Employee  in respect of a Change in Control  under any other plan or
            agreement under which the Employee  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  Employer  shall  pay to the  Employee  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
            Employee  for the Excise  Tax which is  greater  than that which was
            determined  at the time such  amounts  were paid,  then the Employer
            shall pay to the Employee the amount of such unreimbursed Excise Tax
            plus any interest,  penalties and  reasonable  professional  fees or
            expenses  incurred by the  Employee 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 Employer 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   Employer's   independent
            accountants,  in  consultation,  if necessary,  with the  Employer's
            independent  legal  counsel.  If,  after the  Employee  receives any
            gross-up  payments or other amount  pursuant to this Section 10, the
            Employee  receives  any refund with  respect to the Excise Tax,  the
            Employee  shall  promptly pay the Employer the amount of such refund
            within ten (10) days of receipt by the Employee.

     (v)    If the  Employer  is not in  compliance  with  its  minimum  capital
            requirements or if the payments required under this Section 10 would
            cause the Employer's capital to be reduced below its minimum capital
            requirements, such payments shall be deferred until such time as the
            Employer is in capital compliance.  At the election of the Employee,
            which  election is to made within thirty (30) days of the Employee's
            termination,  such  payments  shall  be made  in a lump  sum or paid
            monthly during the remaining  term of this  Agreement  following the
            Employee's  termination.  In the  event  that no  election  is made,
            payment to the Employee  will be made on a monthly  basis during the
            remaining term of this Agreement. Such payments shall not be reduced
            in the event the Employee  obtains  other  employment  following the
            termination of employment by the Employer.

Section 11. Indemnification.

(a)  The Employer  shall  provide the Employee  (including  his heirs,  personal
     representatives,  executors  and  administrators)  for  the  term  of  this
     Agreement with coverage under a standard directors' and officers' liability
     insurance policy at its expense.

(b)  In addition to the insurance  coverage  provided for in this  Section,  the
     Employer  shall hold  harmless and  indemnify  the Employee (and his heirs,
     executors  and  administrators)  to  the  fullest  extent  permitted  under
     applicable law against all expenses and liabilities  reasonably incurred by
     him in connection with or arising out of any action,  suit or proceeding in
     which he may be  involved  by reason of his  having  been an officer of the
     Employer  (whether  or not he  continues  to be an  officer  at the time of
     incurring such expenses or  liabilities),  such expenses and liabilities to
     include, but not be limited to, judgments,  court costs and attorneys' fees
     and the cost of reasonable settlements.

(c)  In the event the Employee  becomes a party,  or is  threatened to be made a
     party, to any action,  suit or proceeding for which the Employer has agreed
     to provide insurance  coverage or indemnification  under this Section,  the
     Employer shall, to the full extent  permitted under applicable law, advance
     all expenses (including reasonable attorneys' fees),  judgments,  fines and
     amounts  paid  in  settlement  (collectively  "Expenses")  incurred  by the
     Employee in connection  with the  investigation,  defense,  settlement,  or
     appeal of any threatened,  pending or completed action, suit or proceeding,
     subject  to  receipt  by the  Employer  of a written  undertaking  from the
     Employee (i) to reimburse  the Employer for all Expenses  actually  paid by
     the  Employer  to or on  behalf  of the  Employee  in the event it shall be
     ultimately  determined that the Employee is not entitled to indemnification
     by the  Employer  for such  Expenses and (ii) to assign to the Employer all
     rights of the Employee to  indemnification,  under any policy of directors'
     and officers' liability insurance or otherwise, to the extent of the amount
     of Expenses actually paid by the Employer to or on behalf of the Employee.

                                       5
<PAGE>

Section 12.  Payment of Legal Fees. The Employer is aware that after a Change in
Control,  management of the Employer or its successor  could cause or attempt to
cause  the  Employer  to  refuse  to  comply  with its  obligations  under  this
Agreement, including the possible pursuit of litigation to avoid its obligations
under this  Agreement.  In these  circumstances,  the purpose of this  Agreement
would be  frustrated.  It is the  Employer's  intention that the Employee not be
required to incur the expenses  associated  with the  enforcement  of his rights
under this Agreement,  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 Employee hereunder. It is the Employer's intention that the
Employee  not be  forced  to  negotiate  settlement  of his  rights  under  this
Agreement under threat of incurring expenses.  Accordingly, if after a Change in
Control  occurs it appears to the  Employee  that (a) the Employer has failed to
comply with any of its obligations under this Agreement,  or (b) the Employer or
any other  person  has taken any  action  to avoid its  obligations  under  this
Agreement, the Employer irrevocably authorizes the Employee from time to time to
retain counsel of his choice, at the expense of the Employer as provided in this
Section 12, to  represent  the Employee 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
Employee  under  this  Section  12, the  Employer  irrevocably  consents  to the
Employee entering into an  attorney-client  relationship with that counsel,  and
the Employer and the Employee agree that a confidential relationship shall exist
between the Employee and that counsel. The fees and expenses of counsel selected
from time to time by the  Employee as provided in this  Section 12 shall be paid
or reimbursed to the Employee by the Employer on a regular,  periodic basis upon
presentation  by the  Employee of a  statement  or  statements  prepared by such
counsel in accordance with such counsel's  customary  practices.  The Employer's
obligation to reimburse  Employee for legal fees as provided  under this Section
12 and any  separate  employment,  deferred  compensation,  severance  or  other
agreement between the Employee and the Employer shall not exceed $200,000 in the
aggregate.  Accordingly,  the Employer's  obligation to pay the Employee's legal
fees provided by this Section 12 shall be offset by any legal fee  reimbursement
obligation   the  Employer  may  have  with  the  Employee  under  any  separate
employment,  deferred  compensation,  severance or other  agreement  between the
Employee and the Employer.

Section 13. Regulatory Suspension and Termination.

(a)  If the Employee 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.  ss.  1818(e)(3)) or 8(g) (12 U.S.C.  ss.
     1818(g)) of the Federal Deposit  Insurance Act, as amended,  the Employer's
     obligations  under  this  contract  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 Employee all of the
     compensation  withheld while their contract  obligations were suspended and
     (B) reinstate any of the obligations, which were suspended.

(b)  If the Employee 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. ss. 1818(e)) or 8(g) (12 U.S.C. ss. 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,  but
     vested rights of the contracting parties shall not be affected.

(c)  If the  Employer  is in default as defined in Section  3(x) (12 U.S.C.  ss.
     1813(x)(1))  of  the  Federal  Deposit  Insurance  Act,  as  amended,   all
     obligations of the Employer  under this contract shall  terminate as of the
     date of default,  but this paragraph  shall not affect any vested rights of
     the contracting parties.

(d)  All  obligations  of the Employer  under this contract 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.  ss. 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.  Any rights
     of the parties that have already vested,  however, shall not be affected by
     such action.
                                       6
<PAGE>

(e)  Any payments made to the Employee pursuant to this Agreement, or otherwise,
     are subject to and conditioned upon their compliance with Section 18(k) (12
     U.S.C.  ss. 1828(k)) of the Federal Deposit  Insurance Act as amended,  and
     any regulations promulgated thereunder.

Section 14. General Provisions.

(a)  This Agreement  supersedes all prior agreements and understandings  between
     the parties relating to the subject matter of this Agreement.  It binds and
     benefits   the   parties  and  their   successors   in   interest,   heirs,
     beneficiaries,  legal  representatives and assigns. The Company agrees that
     it  shall  not  merge  or  consolidate  into or with  another  company,  or
     reorganize,  or sell substantially all 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.

(b)  This Agreement is governed by and construed in accordance  with the laws of
     the State of Iowa.

(c)  The  provisions of Sections 8 and 9 shall survive the  termination  of this
     Agreement.

(d)  No amendment or modification of this Agreement is effective  unless made in
     writing and signed by each party.

(e)  This Agreement may be signed in several counterparts, each of which will be
     an original and all of which will constitute one agreement.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date and year first above set forth.

QCR HOLDINGS, INC.

By:  /s/ James J. Brownson                          /s/ Douglas M. Hultquist
     -----------------------------                  ----------------------------
     James J. Brownson,                             Douglas M. Hultquist
     Chairman, Executive Committee

By:  /s/ Michael A. Bauer
     -----------------------------
     Michael A. Bauer,
     Chairman


QUAD CITY BANK AND TRUST COMPANY

By:  /s/ James J. Brownson
     -----------------------------
     James J. Brownson,
     Secretary



By:  /s/ Michael A. Bauer
     ------------------------------
     Michael A. Bauer,
     President


                                       7

</TEXT>
</DOCUMENT>
