QCR Holdings, Inc. (NASDAQ:QCRH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.

QCR Holdings Inc. Non-Qualified Supplemental Executive
Retirement Plan

On December 22, 2016, QCR Holdings, Inc. (the Company) entered
into an amended and restated version of the QCR Holdings, Inc.
Non-Qualified Supplemental Executive Retirement Plan (thePlan).
The amendment and restatement of the Plan was authorized to
action taken by the Compensation Committee of the Companys board
of directors on December 15, 2016. The Plan is a non-qualified
defined benefit plan for selected highly compensated or
management employees and is unsecured and unfunded. There are no
plan assets. The changes made to the Plan are not considered to
be material and are intended only to clarify ambiguities in the
prior language of the Plan. The changes to the Plan do not
increase the benefits available under the Plan. The description
below summarizes the material terms of the benefits provided to
Plan participants:

Supplemental Retirement Benefit. If a participant retires
on or after attaining the normal retirement age (generally age
65), the participant will receive 100% of his or her supplemental
retirement benefit, payable in monthly installments.

Death Prior to Retirement Age. If a participant dies prior
to attaining the normal retirement age (generally age 65), but
while employed, the participants beneficiary shall be entitled to
a survivors benefit equal to the participants supplemental
retirement benefit.

Involuntary Termination (Other Than for Cause) or Voluntary
Termination of Employment. If a participants employment is
involuntarily terminated prior to attaining the normal retirement
age (generally age 65), for any reason other than: (i) cause;
(ii) a change in control termination; (iii) death; (iv)
disability; or (v) voluntarily termination of employment, other
than due to early retirement, then a participant (or beneficiary)
shall be entitled to the participants accrued benefit determined
at the time of termination of employment.

Supplemental Early Retirement Benefit. If a participant
terminates employment due to early retirement prior to attaining
the normal retirement age (generally age 65), the participant
shall be entitled to receive a supplemental early retirement
benefit calculated using the participants years of service on the
date of early retirement.

Change in Control Termination. If a participant
experiences a change in control termination, the participant
shall be entitled to receive the participants supplemental
retirement benefit calculated using the participants years of
service as of the participants termination of employment (without
regard to a minimum number of years of service or age).

Termination for Cause. Other than with respect to a change
in control termination, if a participant is terminated for cause,
all benefits under the Plan shall be forfeited and the Plan shall
become null and void with respect to the participant and his or
her beneficiaries. In the event of a change in control
termination for cause, the benefit under the Plan shall be
calculated as an early retirement occurrence on the change in
control date.

Disability Benefit. If a participant becomes disabled and
then experiences a termination of employment, the participant
shall be entitled to receive a disability benefit equal to the
accrued benefit on the date of termination of employment due to
disability.

The foregoing description of the Plan does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Plan filed as Exhibit 10.1 to this Current
Report on Form 8-K, which is incorporated herein by reference.

SERP Joinder Agreement

On December 22, 2016, Quad City Bank and Trust Company (the Bank)
entered into a Joinder Agreement (the SERP Agreement) with John
H. Anderson, the Banks President and Chief Executive Officer, to
which Mr. Anderson became a participant in the Plan. All benefits
described above will be paid in installments over 15 years;
provided, however, in the case of the death benefit and change in
control benefit described below, Mr. Anderson will have an
opportunity to elect a lump sum payment instead of installments
for 15 years. Mr. Andersons supplemental retirement benefit will
be $84,000 per year for a termination occurring on or after his
attaining age 65. If Mr. Anderson terminates employment due to
early retirement prior to attaining age 65, he shall be entitled
to receive a supplemental early retirement benefit ranging from
$20,000 per year for an early retirement while Mr. Anderson is
age 55 to $74,102.93 per year for an early retirement while Mr.
Anderson is age 64. The table illustrating his early retirement
benefit is set forth in the SERP Agreement. If Mr. Anderson
experiences a change in control termination prior to attaining
age 55, in place of the provisions of the Plan, he shall be
entitled to receive the age 55 supplemental early retirement
benefit. If Mr. Anderson experiences a change in control
termination on or after attaining age 55, in place of the
provisions of the Plan, he shall be entitled to receive the
supplemental early retirement benefit corresponding to his then
age or, if already age 65 or greater, the supplemental retirement
benefit.

The foregoing description of the SERP Agreement does not purport
to be complete and is qualified in its entirety by reference to
the full text of the SERP Agreement filed as Exhibit 10.2 to this
Current Report on Form 8-K, which is incorporated herein by
reference.

About QCR Holdings, Inc. (NASDAQ:QCRH)

QCR Holdings, Inc. is a multi-bank holding company. The Company serves the Quad Cities, Cedar Rapids, Waterloo/Cedar Falls and Rockford communities, through its banking subsidiaries, Quad City Bank and Trust Company (QCBT), Cedar Rapids Bank and Trust Company, and Rockford Bank and Trust Company, which provide commercial and consumer banking and trust and asset management services. It is also engaged in direct financing lease contracts through m2 Lease Funds, LLC (m2), a subsidiary of QCBT. It invests limited amounts of its capital in financial institutions and mutual funds. CRBT provides residential real estate mortgage lending services through its consumer banking division. The Company’s principal business consists of attracting deposits and investing those deposits in loans/leases and securities. The Company and its subsidiaries provide a range of commercial and retail lending/leasing, and investment services to corporations, partnerships, individuals and government agencies.

QCR Holdings, Inc. (NASDAQ:QCRH) Recent Trading Information

QCR Holdings, Inc. (NASDAQ:QCRH) closed its last trading session up +0.35 at 44.20 with 83,757 shares trading hands.