Delaware
(State of incorporation) |
42-1397595
(I.R.S. Employer Identification No.) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ |
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Exhibit 3.1 | ||||||||
Exhibit 10.19 | ||||||||
Exhibit 10.20 | ||||||||
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Exhibit 10.22 | ||||||||
Exhibit 10.23 | ||||||||
Exhibit 10.24 | ||||||||
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Exhibit 10.26 | ||||||||
Exhibit 10.27 | ||||||||
Exhibit 10.28 | ||||||||
Exhibit 10.29 | ||||||||
Exhibit 10.30 | ||||||||
Exhibit 10.31 | ||||||||
Exhibit 10.32 | ||||||||
Exhibit 21.1 | ||||||||
Exhibit 23.1 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
2
3
4
5
6
7
8
9
10
11
12
13
14
Table of Contents
Interest
Interest
Rate as of
Rate as of
Name
Date Issued
Amount Issued
Interest Rate
12/31/08
12/31/07
February 2004
$
12,372,000
6.93%*
6.93
%
6.93
%
February 2004
8,248,000
2.85% over 3-month LIBOR
6.61
%
8.08
%
May 2005
5,155,000
1.80% over 3-month LIBOR
6.62
%
7.04
%
February 2006
10,310,000
6.62%**
6.62
%
6.62
%
*
**
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
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Table of Contents
Table of Contents
Facility
Square
Facility Owned or
Facility Address
Footage
Leased
6,700
Owned
36,000
Owned
30,000
Owned
*
6,000
Leased
12,000
Owned
36,000
Owned
5,900
Owned
7,800
Leased
20,000
Owned
*
Table of Contents
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
A-1
A-2
A-3
A-4
A-5
A-6
A-7
A-8
A-9
B-1
B-2
B-3
B-4
B-5
B-6
B-7
B-8
B-9
2008
2007
2006
sales price
sales price
sales price
High
Low
High
Low
High
Low
$
17.020
$
14.150
$
17.900
$
15.280
$
19.660
$
17.440
16.200
12.130
17.750
15.150
19.950
16.250
16.200
9.700
16.430
13.760
18.169
16.210
14.240
9.440
16.000
14.250
18.860
16.772
Table of Contents
Period Ending
Index
12/31/03
12/31/04
12/31/05
12/31/06
12/31/07
12/31/08
100.00
112.96
106.38
95.80
77.70
54.89
100.00
108.59
110.08
120.56
132.39
78.72
100.00
114.61
111.12
124.75
97.94
71.13
Table of Contents
(dollars in thousands, except per share data)
Years Ended December 31,
2008
2007
2006
2005
2004
$
85,467
$
83,140
$
68,803
$
48,688
$
38,017
40,524
48,139
38,907
21,281
13,325
44,943
35,001
29,896
27,407
24,692
9,222
2,336
3,284
877
1,372
13,611
12,850
10,998
9,106
7,968
42,334
35,734
34,063
28,922
23,794
1,735
2,893
724
2,121
2,424
288
388
266
78
4,975
6,500
2,557
4,515
5,070
2,580
(1,221
)
378
456
227
846
(498
)
133
161
80
1,734
(723
)
245
295
147
6,709
5,777
2,802
4,810
5,217
$
0.69
$
1.18
$
0.52
$
1.00
$
1.20
1.07
1.03
0.57
1.06
1.23
0.69
1.18
0.51
0.98
1.17
1.06
1.02
0.57
1.04
1.20
0.08
0.08
0.08
0.08
0.08
7.48
%
7.77
%
14.04
%
7.55
%
6.50
%
$
1,605,629
$
1,476,564
$
1,271,675
$
1,042,614
$
870,084
256,076
220,557
194,774
182,365
149,561
1,214,690
1,056,988
960,747
756,254
648,351
17,809
11,315
10,612
8,884
9,262
1,058,959
884,005
875,447
698,504
588,016
20,158
20,158
12,884
70,479
65,908
57,999
54,467
50,774
0.43
%
0.43
%
0.24
%
0.51
%
0.65
%
9.90
9.31
5.02
9.14
11.89
7.63
7.70
4.85
9.14
11.89
3.32
2.92
2.87
3.25
3.41
72.30
74.68
83.30
79.21
72.85
1.48
0.51
0.58
0.36
1.23
1.47
1.07
1.10
1.17
1.43
0.24
0.14
0.18
0.25
0.13
5.66
5.55
5.01
5.63
5.49
(1)
(2)
Table of Contents
Table of Contents
(1)
(2)
(3)
Table of Contents
(1)
(2)
(3)
(4)
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Years Ended
December 31,
December 31,
2008
2007
$ Change
% Change
$
987,769
$
746,725
$
241,044
32.3
%
3,333,812
3,672,501
(338,689
)
(9.2
)
3,134,869
2,606,724
528,145
20.3
1,068,545
1,219,800
(151,255
)
(12.4
)
199,500
199,500
100.0
394,103
1,007
393,096
100.0
435,791
(435,791
)
(100.0
)
1,016,864
846,071
170,793
20.2
1,975,236
1,575,887
399,349
25.3
1,500,415
1,745,396
(244,981
)
(14.0
)
$
13,611,113
$
12,849,902
$
761,211
5.9
%
Years Ended
December 31,
December 31,
2007
2006
$ Change
% Change
$
746,725
$
963,360
$
(216,635
)
(22.5
)%
3,672,501
3,049,440
623,061
20.4
2,606,724
1,928,246
678,478
35.2
1,219,800
991,536
228,264
23.0
(142,866
)
142,866
(100.0
)
1,007
664,223
(663,216
)
(99.8
)
435,791
435,791
100.0
846,071
759,100
86,971
11.5
1,575,887
1,216,350
359,537
29.6
1,745,396
1,569,092
176,304
11.2
$
12,849,902
$
10,998,481
$
1,851,421
16.8
%
Table of Contents
Years Ended
December 31,
December 31,
2008
2007
$ Change
% Change
$
26,124,160
$
21,976,683
$
4,147,477
18.9
%
4,801,087
3,469,331
1,331,756
38.4
1,296,651
1,115,864
180,787
16.2
5,091,545
4,717,054
374,491
7.9
518,639
513,210
5,429
1.1
933,508
936,032
(2,524
)
(0.3
)
559,614
565,092
(5,478
)
(1.0
)
1,316,710
995,955
320,755
32.2
223,308
(223,308
)
(100.0
)
1,691,775
1,221,446
470,329
38.5
$
42,333,689
$
35,733,975
$
6,599,714
18.5
%
Years Ended
December 31,
December 31,
2007
2006
$ Change
% Change
$
21,976,683
$
20,820,715
$
1,155,968
5.6
%
3,469,331
3,154,169
315,162
10.0
1,115,864
1,354,323
(238,459
)
(17.6
)
4,717,054
4,714,077
2,977
0.1
513,210
635,195
(121,985
)
(19.2
)
936,032
938,129
(2,097
)
(0.2
)
565,092
583,687
(18,595
)
(3.2
)
995,955
608,559
387,396
63.7
223,308
36,305
187,003
515.1
1,221,446
1,217,429
4,017
0.3
$
35,733,975
$
34,062,588
$
1,671,387
4.9
%
Table of Contents
Table of Contents
As of
December 31,
December 31,
December 31,
2008
2007
2006
(dollars in thousands)
$
436,699
$
353,401
$
396,598
529,087
472,284
350,339
79,408
67,224
52,628
79,229
83,328
81,635
88,540
79,220
78,058
1,727
1,531
1,489
$
1,214,690
$
1,056,988
$
960,747
Table of Contents
As of
December 31,
December 31,
December 31,
2008
2007
2006
(dollars in thousands)
$
19,711
$
6,488
$
6,538
222
500
755
3,857
496
93
$
23,790
$
7,484
$
7,386
Table of Contents
As of
December 31,
December 31,
December 31,
2008
2007
2006
(dollars in thousands)
$
161,126
$
160,533
$
124,184
355,990
300,681
303,461
31,756
33,337
30,548
386,097
341,581
345,847
123,990
47,873
71,407
$
1,058,959
$
884,005
$
875,447
Table of Contents
Table of Contents
Table of Contents
Payments Due by Period
(in thousands)
Description and
One year
After 5
Financial Statement Note Reference
Total
Or less
1-3 years
4-5 years
years
$
549,229
$
549,229
$
$
$
509,729
395,622
100,993
13,114
101,457
101,457
218,695
14,345
17,100
58,750
128,500
75,583
5,583
5,000
40,000
25,000
36,085
36,085
3,655
610
1,144
1,097
804
3,261
1,874
1,373
14
$
1,497,694
$
1,068,720
$
125,610
$
112,975
$
190,389
Table of Contents
Table of Contents
Table of Contents
Table of Contents
37
38
39-40
41
42-43
44-84
Table of Contents
QCR Holdings, Inc.
March 6, 2009
an affiliation of separate and independent legal entities.
Table of Contents
and
Subsidiaries
December 31, 2008 and 2007
2008
2007
$
33,464,074
$
40,490,000
20,695,898
7,985,000
2,113,904
5,096,048
350,000
350,000
255,726,415
220,207,243
256,076,415
220,557,243
7,377,648
6,507,583
1,207,311,984
1,050,480,273
1,214,689,632
1,056,987,856
(17,809,170
)
(11,315,253
)
1,196,880,462
1,045,672,603
31,389,267
31,884,153
3,222,688
3,222,688
7,835,835
7,585,690
27,450,751
26,549,614
68,222,699
26,499,720
19,298,604
$
1,605,629,014
$
1,476,564,342
$
161,126,120
$
160,533,242
897,832,478
723,472,017
1,058,958,598
884,005,259
101,456,950
170,204,021
218,695,000
168,815,006
75,582,634
47,690,122
36,085,000
36,085,000
59,061,550
22,355,661
22,916,909
1,513,133,843
1,388,777,867
1,858,298
1,720,683
568
568
4,630,883
4,597,744
43,090,268
42,317,374
40,893,304
36,338,566
3,628,360
2,811,540
92,243,383
86,065,792
1,606,510
90,636,873
86,065,792
$
1,605,629,014
$
1,476,564,342
Table of Contents
and
Subsidiaries
Years Ended December 31, 2008, 2007, and 2006
2008
2007
2006
$
73,380,950
$
72,445,669
$
60,098,090
10,878,219
9,060,317
6,995,972
942,667
1,039,623
914,128
165,312
346,382
319,491
99,814
248,055
475,345
85,466,962
83,140,046
68,803,026
23,894,324
31,227,361
27,064,755
2,962,169
5,216,576
3,169,069
8,524,772
7,237,026
5,609,114
2,754,097
1,835,464
574,517
2,388,574
2,622,531
2,489,879
40,523,936
48,138,958
38,907,334
44,943,026
35,001,088
29,895,692
9,221,670
2,335,518
3,284,242
35,721,356
32,665,570
26,611,450
987,769
746,725
963,360
3,333,812
3,672,501
3,049,440
3,134,869
2,606,724
1,928,246
1,068,545
1,219,800
991,536
199,500
(142,866
)
394,103
1,007
664,223
435,791
1,016,864
846,071
759,100
1,975,236
1,575,887
1,216,350
1,500,415
1,745,396
1,569,092
13,611,113
12,849,902
10,998,481
26,124,160
21,976,683
20,820,715
4,801,087
3,469,331
3,154,169
1,296,651
1,115,864
1,354,323
5,091,545
4,717,054
4,714,077
518,639
513,210
635,195
933,508
936,032
938,129
559,614
565,092
583,687
1,316,710
995,955
608,559
223,308
36,305
1,691,775
1,221,446
1,217,429
42,333,689
35,733,975
34,062,588
6,998,780
9,781,497
3,547,343
1,735,717
2,893,421
724,555
5,263,063
6,888,076
2,822,788
288,436
387,791
265,524
$
4,974,627
$
6,500,285
$
2,557,264
Table of Contents
and
Subsidiaries
Years Ended December 31, 2008, 2007, and 2006
2008
2007
2006
361,160
409,569
378,228
4,645,213
(2,921,371
)
(1,630,105
)
494,664
2,579,666
(1,220,536
)
378,228
845,435
(497,728
)
133,287
$
1,734,231
$
(722,808
)
$
244,941
$
6,708,858
$
5,777,477
$
2,802,205
1,784,500
1,072,000
164,373
$
4,924,358
$
4,705,477
$
2,637,832
$
0.69
$
1.19
$
0.52
0.38
(0.16
)
0.05
$
1.07
$
1.03
$
0.57
$
0.69
$
1.18
$
0.52
0.37
(0.16
)
0.05
$
1.06
$
1.02
$
0.57
4,617,057
4,581,919
4,609,626
4,634,537
4,599,568
4,653,229
$
0.08
$
0.08
$
0.08
Table of Contents
and Subsidiaries
Years Ended December 31, 2008, 2007, and 2006
Accumulated
Additional
Other
Preferred
Common
Paid-In
Retained
Comprehensive
Treasury
Stock
Stock
Capital
Earnings
Income (Loss)
Stock
Total
$
$
4,531,224
$
20,776,254
$
29,726,700
$
(567,479
)
$
$
54,466,699
2,802,205
2,802,205
595,438
595,438
3,397,643
(364,319
)
(364,319
)
(164,373
)
(164,373
)
268
12,884,146
12,884,414
14,552
223,901
238,453
16,221
109,522
125,743
(1,368
)
(23,458
)
(24,826
)
37,795
37,795
285,351
285,351
$
268
$
4,560,629
$
34,293,511
$
32,000,213
$
27,959
$
$
70,882,580
5,777,477
5,777,477
2,783,581
2,783,581
8,561,058
(367,124
)
(367,124
)
(1,072,000
)
(1,072,000
)
300
7,273,279
7,273,579
19,834
259,054
278,888
19,069
154,007
173,076
(1,788
)
(28,643
)
(30,431
)
22,370
22,370
343,796
343,796
$
568
$
4,597,744
$
42,317,374
$
36,338,566
$
2,811,540
$
$
86,065,792
6,708,858
6,708,858
816,820
816,820
7,525,678
(369,620
)
(369,620
)
(1,784,500
)
(1,784,500
)
22,767
246,037
268,804
7,305
82,410
89,715
(1,933
)
(27,284
)
(29,217
)
1,611
1,611
475,120
475,120
5,000
(5,000
)
(1,606,510
)
(1,606,510
)
$
568
$
4,630,883
$
43,090,268
$
40,893,304
$
3,628,360
$
(1,606,510
)
$
90,636,873
Table of Contents
and
Subsidiaries
Years Ended December 31, 2008, 2007, and 2006
2008
2007
2006
$
6,708,858
$
5,777,477
$
2,802,205
2,624,433
2,293,874
2,395,174
9,221,670
2,335,518
3,284,242
1,699,112
528,384
(1,816,719
)
472,393
(394,934
)
14,317
14,317
14,317
298,921
21,348
171,125
288,436
387,791
265,524
(394,103
)
(1,007
)
(664,223
)
(435,791
)
(4,645,213
)
(494,664
)
133,819
(92,868
)
252,457
(199,500
)
142,866
(88,775,395
)
(103,958,168
)
(87,721,100
)
88,975,272
104,860,392
85,161,720
(1,068,545
)
(1,219,800
)
(991,536
)
223,308
36,305
(350,007
)
(804,259
)
(2,310,920
)
(3,130,898
)
(3,524,814
)
(819,095
)
(2,810,645
)
3,185,676
5,560,811
6,279,149
10,063,771
7,184,938
(31,775,898
)
(4,300,000
)
2,130,000
2,980,577
(2,965,952
)
(859,430
)
1,376,007
93,901
1,220,942
500,000
4,732,009
13,324,553
(140,985,829
)
(129,121,827
)
(79,759,340
)
102,733,654
92,041,150
62,386,012
736,057
562,361
705,794
285,000
4,786,122
(9,119,017
)
(750,766
)
(1,001,336
)
(892,395
)
(759,100
)
(195,569,104
)
(147,780,355
)
(202,624,972
)
(2,258,536
)
(2,261,028
)
(9,334,578
)
(887,542
)
(1,789,295
)
(705,890
)
(247,212,141
)
(204,836,594
)
(222,859,316
)
Table of Contents
and
Subsidiaries
2008
2007
2006
$
227,545,345
$
53,979,951
$
176,943,368
(68,160,318
)
71,511,889
4,214,100
68,145,000
71,400,000
61,500,000
(18,265,006
)
(54,443,743
)
(39,642,105
)
27,892,512
43,928,486
(7,003,278
)
10,310,000
1,611
22,370
37,795
(1,974,870
)
(1,334,012
)
(363,143
)
7,273,579
12,884,414
329,302
421,533
339,370
(1,606,510
)
233,907,066
192,760,053
219,220,521
(7,025,926
)
(2,012,770
)
3,546,143
40,490,000
42,502,770
38,956,627
$
33,464,074
$
40,490,000
$
42,502,770
$
40,526,554
$
49,277,295
$
36,621,518
2,306,448
1,960,408
1,496,155
816,820
2,783,581
595,438
(29,217
)
(30,431
)
(24,826
)
4,467,520
496,376
129,895
$
13,324,553
$
$
2,495,185
17,700,000
1,567
18,460,320
80,169,171
(1,122,496
)
468,522
887,542
478,729
2,453,660
882,028
$
122,874,228
$
$
$
8,943,882
$
$
89,070,083
13,578,572
(368,528
)
$
111,224,009
$
$
1,179,670
$
494,664
$
$
Table of Contents
and Subsidiaries
Table of Contents
and Subsidiaries
Table of Contents
and Subsidiaries
Table of Contents
and Subsidiaries
Table of Contents
and Subsidiaries
2008
2007
2006
0.49% to 0.68%
0.46% to 0.53%
0.42% to 0.48%
23.58% to 25.13%
24.33% to 24.74%
24.46% to 26.55%
3.27% to 4.34%
4.53% to 5.06%
4.47% to 5.26%
6 years
6 years
6 years
$5.05
$5.80
$6.48
2008
2007
2006
0.56% to 0.64%
0.45% to 0.50%
0.41% to 0.46%
19.40% to 23.91%
13.98% to 17.80%
10.93% to 13.06%
1.98% to 3.41%
4.94% to 5.04%
4.17% to 5.21%
3 to 6 months
3 to 6 months
3 to 6 months
$2.00
$2.36
$2.44
Table of Contents
and Subsidiaries
Table of Contents
and Subsidiaries
Table of Contents
and Subsidiaries
2008
2007
2006
$
693,445
$
985,267
$
984,624
332,285
575,698
606,396
$
361,160
$
409,569
$
378,228
4,645,213
$
5,006,373
$
409,569
$
378,228
1,775,716
144,963
133,287
$
3,230,657
$
264,606
$
244,941
Table of Contents
and Subsidiaries
As of
December 31, 2007
$
705,890
15,347,410
49,203,667
2,965,732
$
68,222,699
$
45,421,959
12,991,819
647,772
$
59,061,550
2008
2007
$
5,292,678
$
2,584,994
2,853,182
1,217,136
2,439,496
1,367,858
1,699,112
528,384
740,384
839,474
515,432
257,807
4,177,187
2,727,386
(2,921,371
)
(1,630,105
)
494,664
(2,426,707
)
(1,630,105
)
(930,281
)
(642,691
)
$
(1,496,426
)
$
(987,414
)
Table of Contents
and Subsidiaries
Tax
Before
Expense
Net
Tax
(Benefit)
of Tax
$
1,100,541
$
154,046
$
946,495
199,500
69,825
129,675
$
901,041
$
84,221
$
816,820
$
4,519,576
$
1,735,995
$
2,783,581
$
4,519,576
$
1,735,995
$
2,783,581
$
780,219
$
276,937
$
503,282
(142,866
)
(50,710
)
(92,156
)
$
923,085
$
327,647
$
595,438
Table of Contents
and Subsidiaries
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
(Losses)
Value
$
350,000
$
$
$
350,000
$
4,318,194
$
71,351
$
$
4,389,545
220,560,286
5,773,091
(90,217
)
226,243,160
802,485
6,071
(1,417
)
807,139
23,259,460
307,946
(219,181
)
23,348,225
200,000
(35,000
)
165,000
1,132,763
18,045
(377,462
)
773,346
$
250,273,188
$
6,176,504
$
(723,277
)
$
255,726,415
$
350,000
$
$
(278
)
$
349,722
$
3,303,637
$
59,099
$
$
3,362,736
182,680,532
3,717,645
(28,083
)
186,370,094
1,599,905
5,842
(7,807
)
1,597,940
25,119,113
490,081
(38,897
)
25,570,297
1,864,726
11,942
1,876,668
200,000
(200
)
199,800
1,201,325
64,291
(35,908
)
1,229,708
$
215,969,238
$
4,348,900
$
(110,895
)
$
220,207,243
Table of Contents
and Subsidiaries
Less than 12 Months
12 Months or More
Total
Gross
Gross
Gross
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Value
Losses
Value
Losses
Value
Losses
$
8,003,720
$
(90,217
)
$
$
$
8,003,720
$
(90,217
)
630,974
(1,417
)
630,974
(1,417
)
8,001,415
(219,181
)
8,001,415
(219,181
)
165,000
(35,000
)
165,000
(35,000
)
84,264
(57,316
)
407,630
(320,146
)
491,894
(377,462
)
$
16,885,373
$
(403,131
)
$
407,630
$
(320,146
)
$
17,293,003
$
(723,277
)
$
49,982
$
(18
)
$
49,741
$
(260
)
$
99,723
$
(278
)
$
3,499,245
$
(921
)
$
11,986,235
$
(27,162
)
$
15,485,480
$
(28,083
)
6,244
(8
)
1,352,956
(7,799
)
1,359,200
(7,807
)
2,175,325
(36,573
)
1,150,219
(2,324
)
3,325,544
(38,897
)
199,800
(200
)
199,800
(200
)
578,486
(26,216
)
36,804
(9,692
)
615,290
(35,908
)
$
6,459,100
$
(63,918
)
$
14,526,214
$
(46,977
)
$
20,985,314
$
(110,895
)
Table of Contents
and Subsidiaries
2008
2007
2006
$
285,000
$
$
4,786,122
199,500
71,293
Amortized
Cost
Fair Value
$
300,000
$
300,000
50,000
50,000
$
350,000
$
350,000
$
15,773,748
$
15,981,696
75,153,049
77,015,952
157,411,143
161,148,282
$
248,337,940
$
254,145,930
802,485
807,139
1,132,763
773,346
$
250,273,188
$
255,726,415
Table of Contents
and Subsidiaries
2008
2007
$
7,377,648
$
6,507,583
69,465,924
68,280,628
2,385,187
8,539,523
436,698,541
353,401,349
529,086,694
472,283,933
79,408,464
67,223,693
88,540,397
79,220,241
1,212,962,855
1,055,456,950
1,726,777
1,530,906
1,214,689,632
1,056,987,856
(17,809,170
)
(11,315,253
)
$
1,196,880,462
$
1,045,672,603
2008
2007
2006
$
11,315,253
$
10,612,082
$
8,883,855
9,221,670
2,335,518
3,284,242
(3,684,889
)
(2,224,093
)
(1,919,515
)
957,136
591,746
363,500
$
17,809,170
$
11,315,253
$
10,612,082
Table of Contents
and Subsidiaries
2008
2007
2006
$
15,768,281
$
5,058,107
$
5,617,727
$
5,291,743
$
1,507,674
$
2,032,801
$
2,517,574
$
164,330
$
665,785
2008
2007
2006
$
15,768,281
$
5,058,107
$
5,617,727
$
5,291,743
$
1,507,674
$
2,032,801
$
2,517,574
$
164,330
$
665,785
2008
2007
2006
$
21,327,609
$
18,404,968
$
11,386,193
(3,798,611
)
7,517,875
5,402,821
20,948,422
5,118,811
4,379,210
(12,076,578
)
(9,714,045
)
(2,763,256
)
$
26,400,842
$
21,327,609
$
18,404,968
Table of Contents
and Subsidiaries
Industry Name
Balance
$
193,691,833
51,680,922
43,818,507
2008
2007
$
5,525,022
$
5,525,022
25,127,523
25,063,223
16,460,090
14,812,361
47,112,635
45,400,606
15,723,368
13,516,453
$
31,389,267
$
31,884,153
$
609,735
595,543
548,464
548,464
548,464
803,955
$
3,654,625
Table of Contents
and Subsidiaries
$
395,621,718
73,824,752
27,168,704
10,080,846
3,033,344
$
509,729,364
2008
2007
$
68,106,950
$
80,264,021
33,350,000
89,940,000
$
101,456,950
$
170,204,021
2008
2007
$
74,463,649
$
73,832,762
1.54
%
3.21
%
$
86,536,776
$
85,831,232
1.35
%
2.51
%
$
96,137,434
$
99,567,226
96,137,434
99,567,226
2008
2007
$
82,909,624
$
65,507,198
2.24
%
6.03
%
$
144,940,000
$
93,100,000
2.41
%
5.20
%
Table of Contents
and Subsidiaries
December 31, 2008
Weighted
Average
Interest Rate
Amount Due
at Year-End
$
14,345,000
4.04
%
8,100,000
5.16
9,000,000
5.08
44,750,000
4.68
14,000,000
2.72
128,500,000
4.11
$
218,695,000
4.24
December 31, 2007
Weighted
Average
Interest Rate
Amount Due
at Year-End
$
15,100,000
3.48
%
14,200,000
4.05
8,100,000
5.16
9,000,000
5.08
41,750,000
3.45
80,665,006
4.52
$
168,815,006
4.50
Table of Contents
and Subsidiaries
2008
2007
$
70,000,000
$
40,000,000
5,000,000
7,000,000
582,634
690,122
$
75,582,634
$
47,690,122
December 31, 2008
Weighted
Average
Interest Rate
Amount Due
at Year-End
$
5,000,000
3.40
%
40,000,000
4.47
25,000,000
3.54
$
70,000,000
4.06
Table of Contents
and Subsidiaries
2008
2007
$
27,695,251
$
3,000,000
141,500,000
88,500,000
$
169,195,251
$
91,500,000
2008
2007
$
12,372,000
$
12,372,000
8,248,000
8,248,000
5,155,000
5,155,000
10,310,000
10,310,000
$
36,085,000
$
36,085,000
Interest
Interest
Rate as
Rate as
of
of
Name
Date Issued
Amount Issued
Interest Rate
12/31/08
12/31/07
February 2004
$
12,372,000
6.93%*
6.93
%
6.93
%
February 2004
8,248,000
2.85% over 3-month LIBOR
6.61
%
8.08
%
May 2005
5,155,000
1.80% over 3-month LIBOR
6.62
%
7.04
%
February 2006
10,310,000
6.62%**
6.62
%
6.62
%
*
**
Table of Contents
and Subsidiaries
2008
2007
2006
$
3,552,436
$
2,421,028
$
1,119,489
(1,816,719
)
472,393
(394,934
)
$
1,735,717
$
2,893,421
$
724,555
Year Ended
Year Ended
Year Ended
December 31,
December 31,
December 31,
2008
2007
2006
% of
% of
% of
Pretax
Pretax
Pretax
Amount
Income
Amount
Income
Amount
Income
$
2,449,573
35.0
%
$
3,423,524
35.0
%
$
1,241,570
35.0
%
(69,988
)
(1.0
)
(97,815
)
(1.0
)
(35,473
)
(1.0
)
(608,884
)
(8.7
)
(502,639
)
(5.1
)
(360,351
)
(10.2
)
(319,254
)
(4.6
)
(253,536
)
(2.6
)
(234,667
)
(6.6
)
315,475
4.5
359,374
3.7
179,298
5.1
(98,068
)
(1.4
)
(131,849
)
(1.3
)
(90,278
)
(2.5
)
66,863
1.0
96,362
1.0
24,456
0.7
$
1,735,717
24.8
%
$
2,893,421
29.7
%
$
724,555
20.5
%
Table of Contents
and Subsidiaries
2008
2007
$
817,972
$
635,617
314,590
150,368
(210
)
102,602
35,646
(181,213
)
(3,449
)
$
1,053,951
$
817,972
2008
2007
$
2,890,639
$
2,241,883
6,042,711
4,151,989
122,342
132,863
9,055,692
6,526,735
1,824,867
1,740,646
3,707,863
3,033,744
43,960
32,493
(49,803
)
10,706
216,875
129,714
5,743,762
4,947,303
$
3,311,930
$
1,579,432
Table of Contents
and Subsidiaries
2008
2007
2006
$
(1,816,719
)
$
472,393
$
(394,934
)
84,221
1,735,995
327,647
$
(1,732,498
)
$
2,208,388
$
(67,287
)
2008
2007
2006
$
965,009
$
719,529
$
674,786
77,000
101,900
52,300
$
1,042,009
$
821,429
$
727,086
Table of Contents
and Subsidiaries
2008
2007
2006
$
2,088,665
$
1,454,436
$
1,001,171
496,043
411,615
267,689
350,746
226,327
186,195
(3,713
)
(3,713
)
(619
)
$
2,931,741
$
2,088,665
$
1,454,436
2008
2007
2006
$
426,765
$
295,763
$
246,340
48,355
48,033
39,011
(176,199
)
(322,448
)
(114,226
)
$
298,921
$
21,348
$
171,125
Table of Contents
and Subsidiaries
December 31,
2008
2007
2006
Weighted
Weighted
Weighted
Average
Average
Average
Exercise
Exercise
Exercise
Shares
Price
Shares
Price
Shares
Price
332,077
$
15.25
281,594
$
14.43
252,658
$
13.25
100,245
15.59
74,650
16.67
54,650
18.73
(7,305
)
14.93
(19,069
)
16.57
(16,221
)
17.82
(16,552
)
15.38
(5,098
)
13.98
(9,493
)
18.72
408,465
15.38
332,077
15.25
281,594
14.43
212,463
186,939
167,455
$
5.05
$
5.80
$
6.48
Table of Contents
and Subsidiaries
Options Outstanding
Options Exercisable
Weighted
Average
Weighted
Weighted
Remaining
Average
Average
Range of
Number
Contractual
Exercise
Number
Exercise
Exercise Prices
Outstanding
Life
Price
Exercisable
Price
12,870
2.50
$
6.90
12,870
$
6.90
33,650
2.25
7.01
33,650
7.01
16,350
1.33
8.54
16,350
8.54
30,186
2.76
10.35
30,186
10.35
168,104
8.44
15.80
24,885
15.19
50,420
6.74
18.06
25,381
18.25
67,885
6.16
19.48
51,621
19.51
29,000
6.16
21.28
17,520
21.28
408,465
212,463
Table of Contents
and Subsidiaries
December 31, 2008
Liability Recorded for SARs
SARs
SARs
December 31,
Grant Date Price
Outstanding
Exercisable
2008
2007
28,350
28,350
$
126,441
$
241,638
9,000
9,000
35,820
69,120
15,450
15,450
27,192
70,421
4,050
4,050
4,496
16,594
750
750
338
2,483
28,730
57,600
57,600
$
194,287
$
428,986
Table of Contents
and Subsidiaries
To Be Well
Capitalized Under
For Capital
Prompt Corrective
Actual
Adequacy Purposes
Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
$
138,008
10.39
%
$
106,283
≥
8.0
%
N/A
N/A
111,121
8.36
%
53,141
≥
4.0
%
N/A
N/A
111,121
6.67
%
66,610
≥
4.0
%
N/A
N/A
$
79,438
10.72
%
$
59,273
≥
8.0
%
$
74,091
≥
10.00
%
70,313
9.49
%
29,636
≥
4.0
%
44,455
≥
6.00
%
70,313
7.88
%
35,695
≥
4.0
%
44,618
≥
5.00
%
$
40,575
10.52
%
$
30,854
≥
8.0
%
$
38,567
≥
10.00
%
35,752
9.27
%
15,427
≥
4.0
%
23,140
≥
6.00
%
35,752
7.85
%
18,212
≥
4.0
%
22,765
≥
5.00
%
$
21,483
10.63
%
$
16,162
≥
8.0
%
$
20,202
≥
10.00
%
18,943
9.38
%
8,081
≥
4.0
%
12,121
≥
6.00
%
18,943
8.65
%
8,755
≥
4.0
%
10,944
≥
5.00
%
Table of Contents
and Subsidiaries
To Be Well
Capitalized Under
For Capital
Prompt Corrective
Actual
Adequacy Purposes
Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
$
127,901
10.48
%
$
97,617
≥
8.0
%
N/A
N/A
105,524
8.65
%
48,808
≥
4.0
%
N/A
N/A
105,524
7.42
%
56,879
≥
4.0
%
N/A
N/A
$
72,074
10.16
%
$
56,752
≥
8.0
%
$
70,940
≥
10.00
%
66,111
9.32
%
28,376
≥
4.0
%
42,564
≥
6.00
%
66,111
7.86
%
33,665
≥
4.0
%
42,081
≥
5.00
%
$
31,941
10.32
%
$
24,760
≥
8.0
%
$
30,950
≥
10.00
%
28,140
9.09
%
12,380
≥
4.0
%
18,570
≥
6.00
%
28,140
7.50
%
15,012
≥
4.0
%
18,765
≥
5.00
%
$
15,851
10.95
%
$
11,584
≥
8.0
%
$
14,479
≥
10.00
%
14,300
9.88
%
5,792
≥
4.0
%
8,688
≥
6.00
%
14,300
9.77
%
5,852
≥
4.0
%
7,315
≥
5.00
%
(A)
Table of Contents
and Subsidiaries
2008
2007
2006
$
4,974,627
$
6,500,285
$
2,557,264
1,784,500
1,072,000
164,373
$
3,190,127
$
5,428,285
$
2,392,891
1,734,231
(722,808
)
244,941
6,708,858
5,777,477
2,802,205
1,784,500
1,072,000
164,373
$
4,924,358
$
4,705,477
$
2,637,832
4,617,057
4,581,919
4,609,626
17,480
17,649
43,603
$
4,634,537
$
4,599,568
$
4,653,229
$
0.69
$
1.19
$
0.52
0.38
(0.16
)
0.05
$
1.07
$
1.03
$
0.57
$
0.69
$
1.18
$
0.52
0.37
(0.16
)
0.05
$
1.06
$
1.02
$
0.57
*
Table of Contents
and Subsidiaries
Table of Contents
and Subsidiaries
Year Ended December 31, 2008
March
June
September
December
2008
2008
2008
2008
$
21,261,199
$
21,000,568
$
21,541,068
$
21,664,127
11,124,682
9,808,829
9,800,026
9,790,399
10,136,517
11,191,739
11,741,042
11,873,728
984,240
1,355,343
2,154,061
4,728,026
3,414,134
3,653,978
3,311,209
3,231,792
10,068,636
10,487,588
10,576,283
11,201,182
2,497,775
3,002,786
2,321,907
(823,688
)
668,022
873,178
613,372
(418,855
)
140,392
128,435
93,386
(73,777
)
1,689,361
2,001,173
1,615,149
(331,056
)
(1,002,917
)
(228,884
)
2,690,333
275,699
$
686,444
$
1,772,289
$
4,305,482
$
(55,357
)
0.27
0.34
0.25
(0.17
)
(0.22
)
(0.05
)
0.58
0.06
$
0.05
$
0.29
$
0.83
$
(0.11
)
0.27
0.34
0.25
(0.17
)
(0.22
)
(0.05
)
0.58
0.06
$
0.05
$
0.29
$
0.83
$
(0.11
)
Table of Contents
and Subsidiaries
Year Ended December 31, 2007
March
June
September
December
2007
2007
2007
2007
$
19,594,199
$
20,512,818
$
21,422,251
$
21,610,778
11,414,994
12,020,305
12,429,483
12,274,176
8,179,205
8,492,513
8,992,768
9,336,602
363,457
763,535
956,967
251,559
2,887,179
3,317,094
3,548,572
3,097,057
8,498,102
8,756,590
9,091,930
9,387,353
2,204,825
2,289,482
2,492,443
2,794,747
621,391
665,367
744,434
862,229
90,942
142,947
17,046
136,856
1,492,492
1,481,168
1,730,963
1,795,662
(229,806
)
(170,563
)
(137,154
)
(185,285
)
$
1,262,686
$
1,310,605
$
1,593,809
$
1,610,377
0.27
0.27
0.32
0.33
(0.05
)
(0.04
)
(0.03
)
(0.04
)
$
0.22
$
0.23
$
0.29
$
0.29
0.27
0.27
0.32
0.33
(0.05
)
(0.04
)
(0.03
)
(0.04
)
$
0.22
$
0.23
$
0.29
$
0.29
Table of Contents
and Subsidiaries
December 31, 2008 and 2007
2008
2007
$
1,485,858
$
1,390,032
179,061
170,145
773,347
1,229,708
130,718,800
113,316,907
9,161,149
1,692,491
1,639,236
3,377,046
4,865,810
$
138,226,603
$
131,772,987
$
5,000,000
$
7,000,000
36,085,000
36,085,000
6,504,730
2,622,195
47,589,730
45,707,195
568
568
4,630,883
4,597,744
43,090,268
42,317,374
40,893,304
36,338,566
3,628,360
2,811,540
(1,606,510
)
90,636,873
86,065,792
$
138,226,603
$
131,772,987
Table of Contents
and Subsidiaries
Years Ended December 31, 2008, 2007, and 2006
2008
2007
2006
$
151,742
$
218,795
$
126,990
199,500
9,323,385
9,892,911
5,521,908
116,479
(48,757
)
125,023
1,734,231
(722,808
)
244,941
2,098,260
516,693
244,503
13,623,597
9,856,834
6,263,365
2,703,617
3,347,664
3,038,143
3,527,004
1,417,738
1,264,543
1,280,449
1,113,615
677,874
388,136
224,887
505,608
433,934
446,057
9,355,180
5,877,210
5,136,879
4,268,417
3,979,624
1,126,486
2,440,441
1,797,853
1,675,719
$
6,708,858
$
5,777,477
$
2,802,205
*
Table of Contents
and Subsidiaries
Years Ended December 31, 2008, 2007, and 2006
2008
2007
2006
$
6,708,858
$
5,777,477
$
2,802,205
1,673,041
2,094,503
(3,621,909
)
(62,744
)
69,656
(35,841
)
2,753
2,633
2,500
(435,791
)
(494,664
)
(199,500
)
475,120
343,796
285,351
35,787
142,974
(103,172
)
1,601,300
(3,314,476
)
(243,954
)
2,523,615
912,670
101,394
12,263,566
5,593,442
(813,426
)
(8,916
)
(11,226
)
(63,192
)
(16,939
)
(24,857
)
(13,675
)
285,000
50,000
500,000
13,324,553
(20,500,000
)
(15,750,000
)
(14,100,000
)
(910,000
)
(971
)
(1,200
)
(6,917,273
)
(15,287,283
)
(15,036,867
)
(2,000,000
)
3,500,000
(7,000,000
)
10,310,000
1,611
22,370
37,795
(1,974,870
)
(1,334,012
)
(363,143
)
7,273,579
12,884,414
329,302
421,533
339,370
(1,606,510
)
(5,250,467
)
9,883,470
16,208,436
95,826
189,629
358,143
1,390,032
1,200,403
842,260
$
1,485,858
$
1,390,032
$
1,200,403
Table of Contents
and Subsidiaries
Table of Contents
and Subsidiaries
2008
2007
Carrying
Estimated
Carrying
Estimated
Value
Fair Value
Value
Fair Value
$
33,464,074
$
33,464,074
$
40,490,000
$
40,490,000
20,695,898
20,695,898
7,985,000
7,985,000
2,113,904
2,113,904
5,096,048
5,096,048
350,000
350,000
350,000
349,722
255,726,415
255,726,415
220,207,243
220,207,243
1,196,880,462
1,189,382,000
1,045,672,603
1,046,974,000
7,835,835
7,835,835
7,585,690
7,585,690
64,270,834
64,385,167
1,058,958,598
1,067,480,000
884,005,259
886,538,000
101,456,950
101,456,950
170,204,021
170,204,021
218,695,000
235,309,000
168,815,006
174,912,000
75,582,634
78,472,000
47,690,122
48,550,000
4,539,122
4,539,122
4,541,740
4,541,740
58,646,589
58,851,630
Table of Contents
and Subsidiaries
Commercial Banking
Quad Bank
Cedar Rapids
Rockford
Credit Card
Trust
Intercompany
Consolidated
& Trust
Bank & Trust
Bank & Trust
Processing
Management
All other
Eliminations
Total
$
59,490,093
$
27,342,969
$
12,002,908
$
987,769
$
3,333,812
$
2,558,859
$
(6,638,335
)
$
99,078,075
29,262,931
13,292,023
5,061,770
464,426
(4,370,682
)
1,232,558
44,943,026
7,484,411
3,045,421
(1,606,051
)
45,090
738,296
(4,255,358
)
(477,182
)
4,974,627
908,594,141
468,306,140
228,014,920
927,894
9,995,192
(10,209,273
)
1,605,629,014
9,124,698
4,968,974
3,715,498
17,809,170
3,308,368
3,308,368
$
58,138,479
$
25,112,511
$
8,434,430
$
746,725
$
3,672,501
$
793,072
$
(907,770
)
$
95,989,948
25,308,208
10,129,436
3,003,697
484,812
(5,246,024
)
1,320,959
35,001,088
7,485,756
2,359,902
(849,961
)
(127,180
)
1,040,967
(2,993,790
)
(415,409
)
6,500,285
860,707,797
383,953,801
157,816,671
1,069,831
82,620,688
(9,604,446
)
1,476,564,342
5,963,158
3,801,472
1,550,623
11,315,253
3,222,688
3,222,688
$
50,754,327
$
20,535,062
$
5,015,189
$
963,360
$
3,049,440
$
390,404
$
(906,275
)
$
79,801,507
22,418,974
8,820,525
1,728,918
445,954
(3,072,699
)
(445,980
)
29,895,692
5,588,203
1,634,451
(2,404,317
)
50,588
703,570
(2,895,349
)
(119,882
)
2,557,264
826,583,341
342,574,303
107,234,480
1,311,990
10,133,185
(16,162,343
)
1,271,674,956
6,472,445
3,227,010
912,627
10,612,082
3,222,688
3,222,688
Table of Contents
and Subsidiaries
Fair Value Measurements at Reporting Date Using
Quoted Prices
Significant
in Active
Other
Significant
Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
(dollars in thousands)
Fair Value
(Level 1)
(Level 2)
(Level 3)
$
255,726
$
216
$
255,510
$
Table of Contents
and Subsidiaries
Table of Contents
Table of Contents
QCR Holdings, Inc.
March 6, 2009
an affiliation of separate and independent legal entities.
Table of Contents
Item 12.
(a)
(b)
(c)
Table of Contents
Number of securities
Number of securities
remaining available for
to be issued upon
Weighted-average exercise
future issuance under
exercise of
price of outstanding
equity compensation plans
outstanding options,
options, warrants and
(excluding securities
warrants and rights
rights
reflected in column(a))
Plan category
(a)
(b)
(c)
414,286
$
15.29
260,185
(1)
414,286
$
15.29
260,185
(1)
(1)
Table of Contents
Exhibit Number.
Exhibit Description
3.1
3.2
4.1
4.2
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
Table of Contents
Exhibit Number.
Exhibit Description
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
Table of Contents
Exhibit Number.
Exhibit Description
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
21.1
23.1
31.1
31.2
32.1
32.2
Table of Contents
QCR HOLDINGS, INC.
Dated: March 6, 2009
By:
/s/ Douglas M. Hultquist
Douglas M. Hultquist
President and Chief Executive Officer
Dated: March 6, 2009
By:
/s/ Todd A. Gipple
Todd A. Gipple
Executive Vice President, Chief Operating Officer,
and
Chief Financial Officer
Table of Contents
Signature
Title
Date
Chairman of the Board of Directors
March 6, 2009
President, Chief Executive
Officer and Director
March 6, 2009
Director
March 6, 2009
Director
March 6, 2009
Director
March 6, 2009
Director
March 6, 2009
Director
March 6, 2009
Director
March 6, 2009
Director
March 6, 2009
Director
March 6, 2009
Director
March 6, 2009
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
(Losses)
Value
(Dollars in Thousands)
$
350
$
$
$
350
$
350
$
$
$
350
$
4,318
$
71
$
$
4,389
220,560
5,773
(90
)
226,243
803
6
(1
)
808
23,259
308
(219
)
23,348
200
(35
)
165
1,133
18
(378
)
773
$
250,273
$
6,176
$
(723
)
$
255,726
$
350
$
$
$
350
$
350
$
$
$
350
$
3,304
$
59
$
$
3,363
182,680
3,718
(28
)
186,370
1,600
6
(8
)
1,598
25,119
490
(39
)
25,570
1,865
12
1,877
200
200
1,201
64
(36
)
1,229
$
215,969
$
4,349
$
(111
)
$
220,207
$
350
$
8
$
$
358
$
350
$
8
$
$
358
$
2,107
$
4
$
$
2,111
157,623
199
(843
)
156,979
2,084
(52
)
2,032
28,584
372
(79
)
28,877
2,367
28
2,395
450
11
461
1,176
400
(7
)
1,569
$
194,391
$
1,014
$
(981
)
$
194,424
Table of Contents
Weighted
Amortized
Average
Cost
Yield
(Dollars in Thousands)
4,318
4.33
%
$
4,318
4.33
%
$
10,000
4.62
%
69,119
4.34
%
91,223
5.39
%
50,218
5.59
%
$
220,560
5.07
%
$
5
5.00
%
798
4.81
%
$
803
4.81
%
$
1,456
5.35
%
6,034
4.78
%
7,022
4.22
%
8,747
4.27
%
$
23,259
4.45
%
$
200
7.80
%
300
5.48
%
50
5.43
%
$
350
5.47
%
$
1,133
Table of Contents
December 31,
2008
2007
2006
2005
2004
(Dollars in Thousands)
$
7,377
$
6,508
$
6,187
$
2,632
$
3,499
69,466
68,281
68,913
54,125
52,423
2,385
8,539
6,534
2,811
3,608
436,699
353,401
396,599
323,732
286,419
529,087
472,284
350,339
269,730
246,098
79,408
67,224
52,628
34,911
88,540
79,220
78,058
67,090
55,736
$
1,212,962
$
1,055,457
$
959,258
$
755,031
$
647,783
1,727
1,531
1,489
1,223
568
(17,809
)
(11,315
)
(10,612
)
(8,884
)
(9,262
)
$
1,196,880
$
1,045,673
$
950,135
$
747,370
$
639,089
Table of Contents
Maturities After One Year
Due in one
Due after one
Due after
Predetermined
Adjustable
At December 31, 2008
year or less
through 5 years
5 years
interest rates
interest rates
(Dollars in Thousands)
$
$
$
7,377
$
7,377
$
439
217
68,810
16,070
52,957
2,385
183,254
194,000
59,445
183,335
70,110
107,339
320,115
101,633
366,596
55,152
4,136
62,761
12,511
75,272
32,457
46,451
9,632
35,313
20,770
$
330,010
$
623,544
$
259,408
$
683,963
$
198,989
Maturities After One Year
Due in one
Due after one
Due after
Predetermined
Adjustable
At December 31, 2007
year or less
through 5 years
5 years
interest rates
interest rates
(Dollars in Thousands)
$
$
$
6,508
$
6,508
$
2,413
331
65,537
14,452
51,416
8,540
140,072
162,188
51,141
159,875
53,454
132,961
231,085
108,238
289,835
49,488
2,723
48,965
15,535
64,500
28,116
44,583
6,521
34,289
16,815
$
314,825
$
487,152
$
253,480
$
569,459
$
171,173
Table of Contents
December 31,
2008
2007
2006
2005
2004
(Dollars in Thousands)
$
19,711
$
6,488
$
6,538
$
2,579
$
7,608
222
500
755
604
1,133
3,857
496
93
545
1,925
$
23,790
$
7,484
$
7,386
$
3,728
$
10,666
Table of Contents
Years ended
December 31,
2008
2007
2006
2005
2004
(Dollars in Thousands)
$
1,124,255
$
1,001,633
$
855,872
$
682,858
$
587,450
$
11,315
$
10,612
$
8,884
$
9,262
$
8,643
(2,274
)
(1,581
)
(1,415
)
(1,530
)
(624
)
(326
)
(174
)
(45
)
(160
)
(49
)
(1,085
)
(469
)
(460
)
(356
)
(292
)
(3,685
)
(2,224
)
(1,920
)
(2,046
)
(965
)
733
327
262
245
137
81
173
52
25
143
92
50
87
75
957
592
364
357
212
(2,728
)
(1,632
)
(1,556
)
(1,689
)
(753
)
9,222
2,335
3,284
877
1,372
434
$
17,809
$
11,315
$
10,612
$
8,884
$
9,262
0.24
%
0.16
%
0.18
%
0.25
%
0.13
%
Table of Contents
As of
December 31, 2008
December 31, 2007
December 31, 2006
% of Loans/Leases
% of Loans/Leases
% of Loans/Leases
Amount
to Total Loans/Leases
Amount
to Total Loans/Leases
Amount
to
Total Loans/Leases
(Dollars in Thousands)
$
64
0.61
%
$
46
0.62
%
$
67
0.64
%
605
5.73
472
6.47
356
7.18
21
0.20
62
0.81
40
0.68
8,260
36.00
4,697
33.48
4,465
41.35
6,255
43.62
4,064
44.75
3,943
36.52
1,402
6.54
874
6.37
805
5.49
1,195
7.30
1,090
7.51
920
8.14
7
NA
10
NA
16
NA
$
17,809
100.00
%
$
11,315
100.00
%
$
10,612
100.00
%
As of
December 31, 2005
December 31, 2004
% of Loans/Leases
% of Loans
Amount
to
Total Loans/Leases
Amount
to Total Loans
(Dollars in Thousands)
$
16
0.35
%
$
17
0.54
%
250
7.17
205
8.09
12
0.37
21
0.56
3,999
35.72
4,532
44.22
3,332
42.88
3,891
37.99
546
4.62
0.00
725
8.89
591
8.60
4
NA
5
NA
$
8,884
100.00
%
$
9,262
100.00
%
Table of Contents
and Analysis section of the Companys Form 10-K for the fiscal year ended December 31, 2008.
December 31,
2008
(Dollars in Thousands)
$
146,230
62,125
61,706
77,570
$
347,631
Years ended
December 31,
2008
2007
2006
(Dollars in Thousands)
$
1,552,748
$
1,351,482
$
1,153,537
87,952
75,018
57,763
6,709
5,777
2,802
0.43
%
0.43
%
0.24
%
9.90
%
9.31
%
5.02
%
7.63
%
7.70
%
4.85
%
7.48
%
7.77
%
14.04
%
5.66
%
5.55
%
5.01
%
Table of Contents
Exhibit Number
Exhibit Description
3.1
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
21.1
23.1
31.1
31.2
32.1
32.2
Name | Mailing Address | |
|
||
John S. Gosma, Esq.
|
c/o Noyes, OBrien, Gosma & Brooke
400 North Main Street, Suite 16 Davenport, Iowa 52801 |
2
3
4
5
/s/ John S. Gosma | ||||
John S. Gosma, Esq. | ||||
Being the sole incorporator of the corporation. |
6
7
QUAD CITY HOLDINGS, INC.
|
||||
By: | /s/ Douglas M. Hultquist | |||
Douglas M. Hultquist | ||||
President |
/s/ Richard R. Horst
|
||
|
||
Secretary
|
8
1. |
The name of the corporation (hereinafter called the Corporation) is Quad City
Holdings, Inc.
|
2. |
The Certificate of Incorporation of the Corporation, which was filed by the
Secretary of Delaware of February 4, 1993, is hereby corrected.
|
3. |
The inaccuracy to be corrected in said instrument is as follows: the
Certificate of Incorporation contains a typographical error in Article XV.
|
||
4. |
Article XV of the Certificate of Incorporation is corrected to read as follows:
|
QUAD CITY HOLDINGS, INC.
|
||||
By: | /s/ Douglas M. Hultquist | |||
Douglas M. Hultquist | ||||
President |
/s/ Richard R. Horst
|
||
|
||
Secretary
|
9
10
11
ATTEST | QUAD CITY HOLDINGS, INC. | |||||||||
|
||||||||||
By:
|
/s/ Douglas M. Hultquist | By: | /s/ Michael A. Bauer | |||||||
|
||||||||||
|
Douglas M. Hultquist | Michael A. Bauer | ||||||||
|
President | Chairman of the Board | ||||||||
|
||||||||||
STATE OF IOWA | ) | |||||||||
|
) SS: | |||||||||
COUNTY OF SCOTT | ) |
/s/ Patti Easley | ||||
Notary Public |
12
QUAD CITY HOLDINGS, INC.
|
||||
By: | /s/ Douglas M. Hultquist | |||
Douglas M. Hultquist, | ||||
President |
13
2. |
Article I of the Certificate of Incorporation of the Corporation is hereby
amended to read in its entirety as follows:
|
3. |
The amendment to the Certificate of Incorporation herein certified has been
duly adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
|
QUAD CITY HOLDINGS, INC.
|
||||
By: | /s/ Douglas M. Hultquist | |||
Douglas M. Hultquist, | ||||
President |
14
2. |
The first sentence of
Article XII
of the Certificate of Incorporation of the
Corporation is hereby amended to read in its entirety as follows:
|
3. |
The following provision is hereby added to the Certificate of Incorporation of
the Corporation as a new
Article XVI
to read in its entirety as follows:
|
15
4. |
The amendment to the Certificate of Incorporation herein certified has been
duly adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
|
QCR HOLDINGS, INC.
|
||||
By: | /s/ Douglas M. Hultquist | |||
Douglas M. Hultquist, | ||||
President |
16
17
18
19
20
21
QCR HOLDINGS, INC.
|
||||
/s/ Todd A. Gipple | ||||
Todd A. Gipple | ||||
Executive Vice President and
Chief Financial Officer |
22
QCR HOLDINGS, INC.
|
||||
By: | /s/ Douglas M. Hultquist | |||
Douglas M. Hultquist, | ||||
President |
23
QCR HOLDINGS, INC.
|
||||
/s/ Todd A. Gipple | ||||
Todd A Gipple | ||||
Executive Vice President and
Chief Financial Officer |
24
25
26
QCR HOLDINGS, INC.
|
||||
/s/ Todd A. Gipple | ||||
Todd A. Gipple | ||||
Executive Vice President and
Chief Financial Officer |
27
28
29
30
31
QCR HOLDINGS, INC.
|
||||
By: | /s/ Douglas M. Hultquist | |||
Name: | Douglas M. Hultquist | |||
Title: | President and Chief Executive Officer |
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
QCR HOLDINGS, INC.
|
||||
By: | /s/ Douglas M. Hultquist | |||
Name: | Douglas M. Hultquist | |||
Title: | President and Chief Executive Office Officer |
48
2
3
4
QCR HOLDINGS, INC. | EMPLOYEE | |||||||
|
||||||||
By:
|
/s/ James J. Brownson | /s/ Douglas M. Hultquist | ||||||
|
||||||||
|
Name: James J. Brownson | DOUGLAS M. HULTQUIST | ||||||
|
Title: Chairman | |||||||
|
||||||||
QUAD CITY BANK AND | ||||||||
TRUST COMPANY | ||||||||
|
||||||||
By:
|
/s/ Mark C. Kilmer | |||||||
|
||||||||
|
Name: Mark C. Kilmer | |||||||
|
Title: Chairman |
5
2
3
4
CEDAR RAPIDS BANK AND | EMPLOYEE | |||||||
TRUST COMPANY | ||||||||
|
||||||||
By:
|
/s/ Douglas M. Hultquist | /s/ Larry J. Helling | ||||||
|
||||||||
|
Name: Douglas M. Hultquist | LARRY J. HELLING | ||||||
|
Title: President of QCR Holdings, Inc.
Parent
company of Cedar Rapids Bank & Trust |
5
2
3
4
QCR HOLDINGS, INC. | EMPLOYEE | |||||||
|
||||||||
By:
|
/s/ Douglas M. Hultquist
|
/s/ Todd A. Gipple
|
||||||
|
Title: President and Chief Executive Officer |
5
2
3
4
(a) |
the Participants designation as to the amount of Compensation
to be deferred with respect to a given Plan Year;
|
||
(b) |
the beneficiary or beneficiaries of the Participant;
|
||
(c) |
the timing and manner of distributions with respect to
Deferrals from a given Plan Year as may be permitted hereunder; and
|
||
(d) |
such other information as the Administrator may require.
|
5
6
7
8
9
10
11
12
13
14
15
16
17
B-2
PARTICIPANT: | QCR HOLDINGS, INC. | |||||||
|
||||||||
/s/ Douglas M. Hultquist
|
By: |
/s/ James J. Brownson
|
||||||
|
Chairman, QCR Holdings, Inc. | |||||||
|
||||||||
QUAD CITY BANK & TRUST | ||||||||
|
||||||||
|
By: |
/s/ Mark C. Kilmer
|
||||||
|
Chairman, Quad City Bank & Trust |
B-3
B-2
PARTICIPANT: | CEDAR RAPIDS BANK & TRUST | |||||||
|
||||||||
/s/ Larry J. Helling
|
By: |
/s/ James J. Brownson
|
||||||
|
Chairman, QCR Holdings, Inc., | |||||||
|
the parent company of the Employer |
B-3
B-2
PARTICIPANT: | QCR HOLDINGS, INC. | |||||||
|
||||||||
/s/ Todd A. Gipple
|
By: |
/s/ James J. Brownson
|
||||||
|
Chairman, QCR Holdings, Inc. |
B-3
PARTICIPANT: | QUAD CITY BANK & TRUST | |||||
|
||||||
/s/ Michael A. Bauer
|
By: | /s/ James J. Brownson | ||||
|
||||||
Michael A. Bauer
|
James J. Brownson | |||||
|
Chairman, QCR Holdings, Inc. | |||||
|
the parent company of the Employer |
B-2
1.1 |
Accrued Benefit means as of any date, that portion of the Supplemental Retirement Benefit
which is required to be expensed and accrued under generally accepted accounting principles
(GAAP) where such benefit is computed with all current census data as of the date of the
relevant determination.
|
|
1.2 |
Act means the Employee Retirement Income Security Act of 1974, as amended from time to
time.
|
|
1.3 |
Administrator means the Board of the Employer, or a designated committee thereof.
|
|
1.4 |
Beneficiary means the person or persons (and their heirs) designated as Beneficiary by the
Executive to whom the deceased Executives benefits are payable. If no Beneficiary
is so designated, then the Executives Spouse, if living, will be deemed the Beneficiary.
If the Executives Spouse is not living, then the Children of the Executive will be deemed
the Beneficiaries and will take on a per stirpes basis. If there are no living Children,
then the Estate of the Executive will be deemed the Beneficiary.
|
1.5 |
Benefit Age shall be the birthday on which the Executive attains the age of 65, unless
otherwise set forth in such Executives Joinder Agreement.
|
|
1.6 |
Benefit Eligibility Date shall be the later of (1) the 1
st
day of the month
following the month in which the Executive attains the Benefit Age, or (ii) the 1
st
day of the month following the month in which the Executive actually Retires.
|
|
1.7 |
Benefit Commencement Date shall mean the date set forth in Section 4.1.
|
|
1.8 |
Board shall mean the Board of Directors of the Company, unless specifically noted
otherwise.
|
|
1.9 |
Cause shall mean:
|
(A) |
as such term is defined in an employment agreement between the Executive and an
Employer, or if no such agreement or definition exists, then as provided below in this
Section 1.9;
|
||
(B) |
a material violation by the Executive of any applicable material law or
regulation respecting the business of the Employer;
|
||
(C) |
the Executive being found guilty of a felony, an act of dishonesty in
connection with the performance of his duties as an officer of the Employer, or an act
or acts which disqualify the Executive from serving as an officer or director of the
Employer; or
|
||
(D) |
the willful or negligent failure of the Executive to perform his duties in any
material respect.
|
1.10 |
A Change in Control shall mean and include the following with respect to the Company, or as
provided below, the Employer and shall be deemed to have occurred on the earliest of the
following dates:
|
(A) |
The date of the consummation of the acquisition by any person (as such term is
defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended
(the 1934 Act)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the 1934 Act) of thirty-three percent (33%) or more of the combined voting power
of the then outstanding voting securities of the Company or the Employer; or
|
||
(B) |
The date that individuals who, as of the date hereof, are members of the Board
of Directors of the Company (the Company Board) cease for any reason during any 12
month period, to constitute a majority of the Company Board, unless the
election, or nomination for election by the stockholders, of any new director was
approved by a vote of a majority of the Company Board, and such new director shall,
for purposes of this Plan, be considered as a member of the Company Board; or
|
2
(C) |
The date of the consummation by the Company, or the Employer, of (i) a merger
or consolidation if the stockholders of the Company, immediately before such merger or
consolidation, do not, as a result of such merger or consolidation, own, directly or
indirectly, more than fifty percent (50%) of the combined voting power of the then
outstanding voting securities of the entity resulting from such merger or
consolidation, in substantially the same proportion as their ownership of the combined
voting power of the voting securities of the Company outstanding immediately before
such merger or consolidation or (ii) a complete liquidation or dissolution or an
agreement for the sale or other disposition of two-thirds or more of the consolidated
assets of the Company or the Employer.
|
||
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because thirty-three percent (33%) or more of the combined voting power of
the then outstanding securities of the Company or the Employer is acquired by (i) a
trustee or other fiduciary holding securities under one or more employee benefit
plans maintained for employees of the entity or (ii) any corporation which,
immediately prior to such acquisition, is owned directly or indirectly by the
stockholders of the Company or the Employer in substantially the same proportion as
their ownership of stock of the Company or the Employer immediately prior to such
acquisition.
|
|||
In the event that any benefit under the Plan constitutes Deferred Compensation (as
defined in Section 409A) and the settlement of or distribution of benefits under
this Plan is to be triggered by a Change in Control, then such settlement or
distribution shall be subject to the event constituting the Change in Control also
constituting a change in control event permitted under Section 409A.
|
1.11 |
Change in Control Termination means the Executives Termination of Employment either
voluntary or involuntary which occurs within thirty-six (36) months of a Change in Control.
|
|
1.12 |
Children means the Executives children, or the issue of any deceased Children, then living
at the time payments are due the Children under this Plan. The term Children shall include
both natural and adopted Children.
|
|
1.13 |
Code means the Internal Revenue Code of 1986, as amended, and regulations promulgated
thereunder from time to time.
|
|
1.14 |
Company means QCR Holdings, Inc., or its successor.
|
|
1.15 |
Disabled means that the Executive: (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not
less than twelve (12) months; or (ii) is, by reason of any mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less
than twelve (12) months, receiving income replacement benefits for a period of not less than
three (3) months under an accident and health plan covering the Employers employees.
|
3
1.16 |
Disability Benefit means the monthly benefit payable to the Executive following a
determination, in accordance with Section 4.10, that he is Disabled.
|
|
1.17 |
Early Retirement means the Executives Termination of Employment following the Executives
attainment of age 55 and completion of ten (10) Years of Service with the Employer or
affiliated entity provided the Original Effective Date of the Executives Joinder Agreement is
at least two (2) years prior to his Termination of Employment.
|
|
1.18 |
Early Retirement Eligibility Date means the date on which the Executive is first eligible
for Early Retirement.
|
|
1.19 |
Employer means the Company or the affiliated entity which employs the Executive, as
reflected in the applicable Joinder Agreement, or any successor thereto.
|
|
1.20 |
Executive means a key employee of the Employer selected by the Company to participate in
the Plan.
|
|
1.21 |
Estate means the estate of the Executive.
|
|
1.22 |
Full-Time means employment during a Plan Year in which the Executive works at least 1,600
hours.
|
|
1.23 |
Interest Factor unless specifically designated otherwise in this Section or in another
place in this Plan, means annual compounding or discounting, as applicable, at six percent
(6%). In the event a lump sum benefit is paid to Executive upon a Change in Control, for
purposes of determining the value of an Executives lump sum benefit, the Interest Factor
shall mean 120% of the semiannual applicable federal rate (AFR) as determined under Code
Section 1274(d).
|
|
1.24 |
Joinder Agreement means the Non-Qualified Supplemental Executive Retirement Joinder
Agreement between the Executive and Employer.
|
|
1.25 |
Original Effective Date is the date of a prior Joinder Agreement, if any, and set forth in
the current Joinder Agreement, and if no such prior Joinder existed, then the date of
execution of the Joinder Agreement.
|
|
1.26 |
Part-Time means employment on less than a Full-Time basis.
|
|
1.27 |
Payout Period means the time frame during which benefits payable hereunder shall be
distributed pursuant to the applicable distribution provisions set forth in this Plan.
|
|
1.28 |
Plan Year shall mean the calendar year.
|
4
1.29 |
Retire(s) or Retirement means the Executives Termination of Employment following
Executives attainment of Benefit Age.
|
|
1.30 |
Section 409A means Code Section 409A and any U.S. Treasury regulations and guidance
promulgated thereunder, including such regulations and guidance promulgated after the
Restatement Date of the Plan as deemed appropriate by the Administrator.
|
|
1.31 |
Separation from Service shall mean an Executives separation from service as determined
under Treas. Reg. Section 1.409A-1(h).
|
|
1.32 |
Specified Employee means any Executive who is a key employee (as defined in Code Section
416(i) without regard to paragraph (5) thereof), as determined by the Administrator based upon
the 12-month period ending on each December 31
st
(such 12-month period is referred
to below as the
identification period
). All Executives who are determined to be key
employees under Code Section 416(i) (without regard to paragraph (5) thereof) during the
identification period shall be treated as Specified Employees for purposes of the Plan during
the 12-month period that begins on the April 1 following the close of such identification
period. For purposes of determining whether an individual is a key employee under Code
Section 416(i), compensation shall mean such individuals W-2 compensation as reported by
the Employer for a particular calendar year.
|
|
1.33 |
Spouse means the individual to whom the Executive is legally married at the time of the
Executives death, provided, however, that the term Spouse shall not refer to an individual
to whom the Executive is legally married at the time of death if the Executive and such
individual have entered into a formal separation agreement (provided that such separation
agreement does not provide otherwise or state that such individual is entitled to a portion of
the benefit hereunder) or formally initiated divorce proceedings through the courts.
|
|
1.34 |
Supplemental Retirement Benefit means an annual amount (
before
taking into account
federal and state income taxes), equal to two and one-half percent (2
1
/
2
%) (or a pro-rata
percentage of 2
1
/
2
% for each Year of Service in which the Executive is employed Part-Time) for
each Year of Service until the Executive attains his Benefit Age (not to exceed 40 Years of
Service) with a maximum of seventy percent (70%), multiplied by the average annual base salary
plus cash bonus (excluding insurance bonus compensation) for the three (3) most recently
completed Plan Years in which Executive is a Full-Time Employee. Such Supplemental Retirement
Benefit shall be reduced by the annual benefit derived from any Employer contributions plus
earnings thereon to the credit of Executive in the Companys or the Employers 401(k) or other
deferred compensation plans in which Executive is also a participant calculated in accordance
with the projections conducted at the time the Plan is adopted. The Supplemental Retirement
Benefit shall be payable in monthly installments throughout the Payout Period.
|
|
1.35 |
Supplemental Early Retirement Benefit means an annual amount (before taking into account
federal and state income taxes) payable under Section 4.7 of the Plan in the event of the
Executives Early Retirement.
|
5
1.36 |
Survivors Benefit means, if the Employer has obtained insurance on the life of the
Executive, an amount payable to the Beneficiary in a single lump sum (unless otherwise
provided in the Joinder Agreement) equal to the amount designated in the Executives Joinder
Agreement as the Survivors Benefit. If the Employer has not obtained insurance on the life
of the Executive, the Survivors Benefit shall be equal to the Accrued Benefit of the
Executive as of Executives date of death, and payable in a single lump sum (unless otherwise
provided in the Joinder Agreement).
|
|
1.37 |
Termination of Employment means the Executive ceases to be employed by the Employer for any
reason whatsoever, other than by reason of a leave of absence which is approved by the
Employer, provided such termination constitutes a Separation from Service.
|
|
1.38 |
Year of Service means a 12 month period during which Executive is employed on a Full-Time
or Part-Time basis. A year of service can be measured on the basis of anniversary dates from
the Executives date of hire in the discretion of the Board.
|
3.1 |
Selection by Company
. Participation in the Plan shall be limited to a select group
of management and highly compensated employees of an Employer and/or the Company. From that
group, the Company shall select, in its sole discretion, employees of an Employer to
participate in the Plan.
|
3.2 |
Enrollment Requirements
.
As a condition to participation, each selected employee
shall complete, sign and return to the Administrator a Joinder Agreement and a Beneficiary
Designation Form. In addition, the Administrator, in its sole discretion, shall establish
from time to time such other enrollment requirements as it determines in its sole discretion
are necessary.
|
6
3.3 |
Eligibility; Commencement of Participation
. Provided an employee selected to
participate in the Plan has met all enrollment requirements set forth in this Plan and
required by the Administrator, that employee shall commence participation in the Plan on the
date specified by the Administrator. If a selected employee fails to meet all such
requirements prior to that date, the employee shall not be eligible to participate in the Plan
until the completion of those requirements.
|
3.4 |
Termination of Participation
. If the Administrator determines in good faith that an
Executive no longer qualifies as a member of a select group of management or highly
compensated employees, as membership in such group is determined in accordance with Section
201(2) of ERISA, the Administrator may, to the extent permitted by Section 409A, preclude the
Executive from further participation in the Plan.
|
4.1 |
Benefit Commencement Date
. An Executives Benefit Commencement Date shall be the
earliest to occur of the following dates:
|
(A) |
The date the Executive reaches his Benefit Eligibility Date;
|
||
(B) |
The date the Executive dies;
|
||
(C) |
The date of the Executives Early Retirement;
|
||
(D) |
The date of the Executives Change in Control Termination; or
|
||
(E) |
The Early Termination Eligibility Date in the event of a termination under
Section 4.6.
|
4.2 |
Time of Distribution
. Distributions pursuant to the Plan shall be paid in accordance
with Section 4.4, 4.5, 4.6, 4.7, 4.8 and 4.10 provided that:
|
(A) |
Any distribution to be made in a lump sum shall be paid no later than sixty
(60) days following the Executives Benefit Commencement Date.
|
||
(B) |
Any distributions to be paid in the form of monthly installments shall commence
no later than sixty (60) days following the Executives Benefit Commencement Date and
thereafter shall be made no later than fifteen (15) days after the last business day of
the preceding month and continue for One Hundred Eighty (180) months.
|
7
(C) |
If, as of the effective date of an Executives Termination of Employment, the
Company is publicly traded and the Executive is a Specified Employee, then, to the
extent required pursuant to Section 409A, payment of any portion of his Supplemental
Retirement Benefit that would otherwise have been paid to the Executive during the
six-month period following his Termination of Employment and which would constitute
deferred compensation under Section 409A (the
Delayed Payments
) shall be delayed
until the date that is six (6) months and one day following Executives Termination of
Employment or, if earlier, the date of the Executives death (The
Delayed Payment
Date
). As of the Delayed Payment Date, the Delayed Payments plus interest at a rate
equal to the Interest Factor, for the period of delay, shall be paid to the Executive
in a single lump sum. Any portion of the Supplemental Retirement Benefit that was not
otherwise due to be paid during the six-month period following the Executives
Termination of Employment shall be paid to the Executive in accordance with the payment
schedule set forth under the applicable distribution provision of this Plan.
|
||
(D) |
Notwithstanding any provisions of the Plan or any Joinder Agreement to the
contrary, if Executives Accrued Benefit, along with any other nonqualified deferred
compensation that must be aggregated with this Plan pursuant to Section 409A, as of
such Executives Termination of Employment has an aggregate value of not greater than
the applicable dollar limit under Code Section 402(g)(1)(B) ($15,500 for calendar year
2008), the Executives Accrued Benefit, and all other plans aggregated with this Plan
pursuant to Section 409A, shall be paid to the Executive in a lump sum payment on or
before the later of:
|
(1) |
December 31st of the calendar year in which the Executives
Termination of Employment occurs; or
|
||
(2) |
the 15th day of the third month following the Executives
Termination of Employment.
|
||
(3) |
Upon the date of payment pursuant to this Section 4.2,
Executive shall have no further interest under the Plan or any similar deferred
compensation arrangements, as defined under Section 409A with the Employer.
|
4.3 |
Change to Time or Manner of Payment
. Any changes made to the time or form of payment
shall be subject to the following constraints:
|
(A) |
Any change shall be subject to approval of the Administrator;
|
||
(B) |
The change to modify the time or form of payment shall not take effect until at
least twelve (12) months after the date on which the change is made;
|
||
(C) |
The first payment pursuant to the change shall be delayed for a period of not
less than five (5) years from the Executives originally scheduled Benefit Commencement
Date; and
|
||
(D) |
Notwithstanding the foregoing, the Administrator shall interpret all provisions
relating to the change under this Section in a manner that is consistent with Section
409A.
|
8
4.4 |
Retirement Benefit
. If the Executive is in service with the Employer until reaching
his Benefit Age, the Executive shall be entitled to the Supplemental Retirement Benefit. Such
benefit shall commence on the Executives Benefit Commencement Date and shall be payable in
monthly installments throughout the Payout Period. In the event the Executive dies at any
time after attaining his Benefit Age, but prior to the commencement or completion of all such
payments due and owing hereunder, the Employer shall pay to the Executives Beneficiary a lump
sum payment equal to the Accrued Benefit at the time of death.
|
4.5 |
Death Prior to Benefit Age
. If the Executive dies prior to attaining his Benefit
Age, but while employed at the Employer, the Executives Beneficiary shall be entitled to the
Survivors Benefit. Payment of the Survivors Benefit shall commence within thirty (30) days
of the Executives death and shall be payable as provided in Section 1.36.
|
4.6 |
Involuntary Termination (Other Than for Cause) or Voluntary Termination of
Employment
. If the Executives employment with the Employer is involuntarily terminated
prior to the attainment of his Benefit Age, for any reason other than: (i) for Cause; (ii) a
Change in Control Termination; (iii) the Executives death; (iv) Disability; or (v) if the
Executive voluntarily terminates his employment, other than due to Early Retirement, as
defined below, then the Executive (or his Beneficiary) shall be entitled to Executives
Accrued Benefit determined at the time of the Executives Termination of Employment. Such
benefit shall commence on the first day of the first month following the Early Retirement
Benefit Eligibility Date, shall be annuitized (using the Interest Factor) and be payable in
monthly installments throughout the Payout Period. For purposes of clarity, such amounts
shall not be credited with the Interest Factor prior to Benefit Commencement Date. In the
event the Executive dies prior to his Benefit Commencement Date, the Employer shall pay to the
Executives Beneficiary a Survivors Benefit calculated as if the Employer had not obtained
insurance on the Executive. In the event the Executive dies prior to completion of all such
payments due and owing hereunder, the Employer shall pay to the Executives Beneficiary a lump
sum payment equal to the Accrued Benefit at the time of death.
|
4.7 |
Early Retirement Prior to Benefit Age
. If the Executive terminates employment due to
Early Retirement prior to attainment of his Benefit Age, Executive shall be entitled to
receive the Supplemental Early Retirement Benefit, as described below. The Supplemental Early
Retirement Benefit shall be the Executives Supplemental Retirement Benefit calculated using
the Executives Years of Service on the date of the Executives Early Retirement. Such
benefit shall commence on the Executives Benefit Commencement Date and shall be payable in
monthly installments throughout the Payout Period. In the event the Executive dies following
his Termination of Employment prior to completion of all such payments due and owing
hereunder, the Employer shall pay to the Executives Beneficiary a lump sum payment equal to
the Accrued Benefit at the time of death.
|
9
4.8 |
Change in Control Termination
. If an Executive experiences a Change in Control
Termination, the Executive shall be entitled to receive the Executives Supplemental
Retirement Benefit calculated using the Executives Years of Service as of Executives
Termination of Employment (without regard to a minimum number of Years of Service or age).
Unless otherwise provided in the Joinder Agreement, such benefit shall commence on the
Executives Benefit Commencement Date and shall be payable in monthly installments throughout
the Payout Period. In the event the Executive dies following his Change in Control
Termination and prior to commencement or completion of all such payments due and owing
hereunder, the Employer shall pay to the Executives Beneficiary a lump sum payment equal to
the Accrued Benefit at the time of death.
|
4.9 |
Termination for Cause
. Other than with respect to a Change in Control Termination,
if the Executive is terminated for Cause, all benefits under this Plan shall be forfeited and
this Plan shall become null and void with respect to the Executive or the Executives
Beneficiaries. In the event of a Change in Control Termination for Cause, the benefit here
under shall be calculated as an Early Retirement occurrence on the Change in Control date.
|
4.10 |
Disability Benefit
. Notwithstanding any other provision hereof, if the Executive
becomes Disabled and then experiences a Termination of Employment, the Executive shall be
entitled to receive his Disability Benefit hereunder. The Disability Benefit shall be the
Executives Accrued Benefit on the date of the Executives Termination of Employment due to
Disability. Such benefit shall be annuitized (using the Interest Factor) and be payable as of
the Executives Benefit Commencement Date and shall be payable commencing on the first day of
the first month following the Benefit Eligibility Date and shall be paid in the form of
monthly installments throughout the Payout Period. For purposes of clarity, such Accrued
Benefit amount shall be credited with the Interest Factor prior to Benefit Eligibility Date.
In the event the Executive dies at any time after Termination of Employment due to disability
but prior to his Benefit Commencement Date, the Employer shall pay to the Executives
Beneficiary a lump sum payment equal to the Accrued Benefit at the time of death.
|
4.11 |
Additional Death Benefit Burial Expense
. Unless provided under any other plan or
agreement, in addition to the above-described death benefits, upon the Executives death, the
Executives Beneficiary shall be entitled to receive a one-time lump sum death benefit in the
amount of Ten Thousand ($10,000.00) Dollars. This benefit shall be provided specifically for
the purpose of providing payment for burial and/or funeral expenses of the Executive. Such
death benefit shall be payable within thirty (30) days of the Executives death. The
Executives Beneficiary shall not be entitled to such benefit if the Executive is terminated
for Cause prior to death.
|
4.12 |
Transition Rule
. In a manner that is consistent with Section 409A, the Administrator
may solicit new Joinder Agreements from the Executives in order for the Executives to change
the method or timing of such distributions of all amounts subject to Section 409A under the
Plan, provided such elections are solicited and properly made prior to December 31, 2008. In
the event that the Administrator elects to solicit new Joinder Agreements pursuant to this
Section, the failure by the Executive to submit a complete and timely
Joinder Agreement will result in the application of the most recently submitted Joinder
Agreement.
|
10
7.1 |
If the Executive is suspended from office and/or temporarily prohibited from participating in
the conduct of the Employers affairs by a notice served under Section 8(e)(3) (12 U.S.C.
§1818(e)(3)) or 8(g) (12 U.S.C. §1818(g)) of the Federal Deposit Insurance Act, as amended,
the Employers obligations under this Plan shall be suspended as of the date of service,
unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the
Employer shall (A) pay the Executive all of the compensation withheld while their contract
obligations were suspended and (B) reinstate any of the obligations, which were suspended.
|
7.2 |
If the Executive is removed and/or permanently prohibited from participating in the conduct
of the Employers affairs by an order issued under Section 8(e) (12 U.S.C. §1818(e)) or 8(g)
(12 U.S.C. §1818(g)) of the Federal Deposit Insurance Act, as
amended, all obligations of the Employer under this contract shall terminate as of the
effective date of the order.
|
11
7.3 |
If the Employer is in default as defined in Section 3(x) (12 U.S.C. §1813(x)(1)) of the
Federal Deposit Insurance Act, as amended, all obligations of the Employer under this Plan
shall terminate as of the date of default.
|
7.4 |
All obligations of the Employer under this Plan shall be terminated, except to the extent
determined that continuation of the contract is necessary for the continued operation of the
institution by the Federal Deposit Insurance Corporation (the FDIC), at the time the FDIC
enters into an agreement to provide assistance to or on behalf of the Employer under the
authority contained in Section 13(c) (12 U.S.C. §1823(c)) of the Federal Deposit Insurance
Act, as amended, or when the Employer is determined by the FDIC to be in an unsafe or unsound
condition.
|
7.5 |
Any payments made to the Executive pursuant to this Plan, or otherwise, are subject to and
conditioned upon their compliance with Section 18(k) (12 U.S.C. § 1828(k)) of the Federal
Deposit Insurance Act as amended, and any regulations promulgated thereunder, if the Employer
is subject to such rules and regulations.
|
8.1 |
Named Fiduciary and Administrator
. The Employer shall be the Named Fiduciary and
Administrator (the Administrator) of this Plan with respect to such Employers Executives.
As Administrator, the Employer shall be responsible for the management, control and
administration of the Plan as established herein. The Administrator may delegate to others
certain aspects of the management and operational responsibilities of the Plan, including the
employment of advisors and the delegation of ministerial duties to qualified individuals.
|
8.2 |
Presentation of Claim
. Any Executive or Beneficiary of a deceased Executive (such
Executive or Beneficiary being referred to below as a
Claimant
) may deliver to the
Administrator a written claim for a determination with respect to the amounts distributable to
such Claimant from the Plan. If such a claim relates to the contents of a notice received by
the Claimant, the claim must be made within 60 days after such notice was received by the
Claimant. All other claims must be made within 180 days of the date on which the event that
caused the claim to arise occurred. The claim must state with particularity the determination
desired by the Claimant.
|
12
8.3 |
Notification of Decision
. The Administrator shall consider a Claimants claim within
a reasonable time; provided that claims based on Disability shall be considered within 45
days, unless, within such time, the Administrator notifies the Claimant in writing that a
30-day extension is required pursuant to Labor Regulation 2560.503-1. Once a decision is made,
the Administrator shall notify the Claimant in writing:
|
(A) |
that the Claimants requested determination has been made, and that the claim
has been allowed in full; or
|
||
(B) |
that the Administrator has reached a conclusion contrary, in whole or in part,
to the Claimants requested determination, and such notice must set forth in a manner
calculated to the understood by the Claimant:
|
(1) |
the specific reason(s) for the denial of the claim, or any part
of it;
|
||
(2) |
the specific reference(s) to pertinent provisions of the Plan
upon which such denial was based;
|
||
(3) |
a description of any additional material or information
necessary for the Claimant to perfect the claim, and an explanation of why such
material or information is necessary; and
|
||
(4) |
an explanation of the claim review procedure set forth in
Section 8.4 below, including Claimants right to bring a civil action as
described in Section 8.6.
|
8.4 |
Review of a Denied Claim
. Within 60 days (180 days for a claim based on Disability)
after receiving a notice from the Administrator that a claim has been denied, in whole or in
part, a Claimant (or the Claimants duly authorized representative) may file with the
Administrator a written request for a review of the denial of the claim. Therefore, but not
later than 30 days after the review procedure began, the Claimant (or the Claimants duly
authorized representative):
|
(A) |
may review pertinent documents;
|
||
(B) |
may submit written comments or other documents; and/or
|
||
(C) |
may request a hearing, which the Administrator, in its sole discretion, may
grant.
|
8.5 |
Decision on Review
. The Administrator shall render its decision on review promptly,
and not later than 60 days (45 days for a claim based on Disability) after the filing of a
written request for review of the denial, unless a hearing is held or other special
circumstances require additional time, in which case the Administrators decision must be
rendered within 120 days after such date; provided, that this period shall be up to one 45-day
extension for claims based on Disability. Such decision must be written in a manner calculated
to be understood by the Claimant, and it must contain:
|
(A) |
specific reasons for the decision;
|
||
(B) |
specific reference(s) to the pertinent Plan provisions upon which the decision
was based; and
|
||
(C) |
such other matters as the Administrator deems relevant.
|
13
8.6 |
Legal Action
. A Claimants compliance with the foregoing provisions of this Article 7
is a mandatory prerequisite to a Claimants right to commence any legal action with respect to
any claim for benefits under this Plan.
|
8.7 |
Arbitration
. If Claimant continues to dispute the benefit denial based upon
completed performance of this Plan and the Joinder Agreement or the meaning and effect of the
terms and conditions thereof, it shall be settled by arbitration administered by the AAA under
its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof.
|
9.1 |
Status of Plan
. The Plan is intended to be a plan that is: (a) not qualified within
the meaning of Code Section 401(a); (b) unfunded and is maintained by the Company or Employer
primarily for the purpose of providing deferred compensation for a select group of management
and highly compensated employees within the meaning of ERISA Sections 201(2), 301(a)(3) and
401(a)(l); and (c) compliant in all respects with Section 409A. The Plan shall be
administered and interpreted to the extent possible in a manner consistent with that intent.
|
9.2 |
No Effect on Employment Rights
. Nothing contained herein will confer upon the
Executive the right to be retained in the service of the Employer nor limit the right of the
Employer to discharge or otherwise deal with the Executive without regard to the existence of
the Plan.
|
9.3 |
State Law
. The Plan is established under, and will be construed according to, the
laws of the State of Iowa, to the extent such laws are not preempted by the Act and valid
regulations published thereunder.
|
9.4 |
Severability and Interpretation of Provisions
. In the event that any of the
provisions of this Plan or portion hereof, are held to be inoperative or invalid by any court
of competent jurisdiction, or in the event that any legislation adopted by any governmental
body having jurisdiction over the Employer would be retroactively applied to invalidate this
Plan or any provision hereof or cause the benefits hereunder to be taxable, then: (1) insofar
as is reasonable, effect will be given to the intent manifested in the provisions held invalid
or inoperative, and (2) the validity and enforceability of the remaining provisions will not
be affected thereby. In the event that the intent of any provision shall need to be construed
in a manner to avoid taxability, such construction shall be made by the plan administrator in
a manner that would manifest to the maximum extent possible the original meaning of such
provisions.
|
14
9.5 |
Payment of Legal Fees
. The Employer is aware that after a Change in Control,
management of the Employer or the Company or their successors could cause or attempt to cause
the Employer to refuse to comply with their obligations under this Plan, including the
possible pursuit of litigation to avoid their obligations under this Plan. In these
circumstances, the purpose of this Plan would be frustrated. It is the Employers intentions
that the Executive not be required to incur the expenses associated with the enforcement of
his rights under this Plan, whether by litigation or other legal action, because the cost and
expense thereof would substantially detract from the benefits intended to be granted to the
Executive hereunder. It is the Employers intentions that the
Executive not be forced to negotiate settlement of his rights under this Plan under threat
of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the
Executive that (a) the Employer has failed to comply with any of their obligations under
this Plan, or (b) the Employer or any other person has taken any action to avoid its
obligations under this Plan, the Employer irrevocably authorizes the Executive from time to
time to retain counsel of his choice, at the expense of the Employer as provided in this
Section 9.5, to represent the Executive in connection with the initiation or defense of any
litigation or other legal action, whether by or against the Employer or any director,
officer, stockholder, or other person affiliated with the Employer, in any jurisdiction.
Notwithstanding any existing or previous attorney-client relationship between the Employer
and any counsel chosen by the Executive under this Section 9.5, the Employer irrevocably
consents to the Executive entering into an attorney-client relationship with that counsel,
and the Employer and the Executive agree that a confidential relationship shall exist
between the Executive and that counsel. The fees and expenses of counsel selected from time
to time by the Executive as provided in this Section 9.5 shall be paid or reimbursed to the
Executive by Employer on a regular, periodic basis upon presentation by the Executive of a
statement or statements prepared by such counsel in accordance with such counsels customary
practices. The Employers obligation to reimburse Executive for legal fees as provided
under this Section 9.5 and any separate employment, severance or other agreement between the
Executive and the Employer shall not exceed $200,000 in the aggregate. Accordingly, the
Employers obligations to pay the Executives legal fees provided by this Section 9.5 shall
be offset by any legal fee reimbursement obligation the Employer may have with the Executive
under any separate employment, severance or other agreement between the Executive and the
Employer.
|
9.6 |
Facility of Payment
. If a benefit is payable to a minor, to a person declared
incompetent, or to a person incapable of handling the disposition of his or her property, the
Employer may pay such benefit to the guardian, legal representative or person having the care
or custody of such minor, incompetent person or incapable person. The Employer may require
proof of incompetence, minority or guardianship as it may deem appropriate prior to
distribution of the benefit. Such distribution shall completely discharge the Employer from
all liability with respect to such benefit.
|
9.7 |
Unclaimed Benefit
. The Executive shall keep the Employer informed of his current
address and the current address of his Beneficiaries. If the location of the Executive is not
made known to the Employer within three years after the date upon which any payment of any
benefits may first be made, the Employer shall delay payment of the Executives benefit
payment(s) until the location of the Executive is made known to the Employer; however, the
Employer shall only be obligated to hold such benefit payment(s) for the Executive until the
expiration of three (3) years. Upon expiration of the three (3) year period, the Employer may
discharge its obligation by payment to the Executives Beneficiary. If the location of the
Executives Beneficiary is not made known to the Employer by the end of an additional two (2)
month period following expiration of the three (3) year period, the Employer may discharge its
obligation by payment to the Executives Estate. If there is no Estate in existence at such
time or if such fact cannot be determined by the Employer, the Executive and his
Beneficiary(ies)
shall thereupon forfeit any rights to the balance, if any, of any benefits provided for such
Executive and/or Beneficiary under this Plan.
|
15
9.8 |
Limitations on Liability
. Notwithstanding any of the preceding provisions of the
Plan, no individual acting as an employee or agent of the Employer, or as a member of the
Board of Directors of the Employer or the Company shall be personally liable to the Executive
or any other person for any claim, loss, liability or expense incurred in connection with the
Plan.
|
9.9 |
Terms
. Capitalized terms shall have meanings as defined herein. Singular nouns
shall be read as plural, masculine pronouns shall be read as feminine, and vice versa, as
appropriate.
|
9.10 |
Effect on Other Corporate Benefit Agreements
. Nothing contained in this Plan shall
affect the right of the Executive to participate in or be covered by any qualified or
non-qualified pension, profit sharing, group, bonus or other supplemental compensation or
fringe benefit agreement constituting a part of the Employers or the Companys existing or
future compensation structure.
|
9.11 |
Suicide
. Notwithstanding anything to the contrary in this Plan, the benefits
otherwise provided herein shall not be payable and this Plan shall become null and void if the
Executives death results from suicide, whether sane or insane, within twenty-six (26) months
after the Original Effective Date of his Joinder Agreement under this Plan.
|
9.12 |
Inurement
. This Plan shall be binding upon and shall inure to the benefit of the
Employer, its successors and assigns, and the Executive, his successors, heirs, executors,
administrators, and Beneficiaries, and the Company shall require any acquirer in a Change in
Control to expressly assume this Plan.
|
9.13 |
Tax Withholding
. The Employer shall withhold from any benefits payable under this
Plan all federal, state, city, employment and other taxes as shall be required pursuant to any
law or governmental regulation then in effect in amounts and in a manner determined in the
sole discretion of the Employer.
|
9.14 |
Expenses
. All expenses incurred in the administration of the Plan, whether incurred
by the Employer or the Plan, shall be paid by the Employer or the Company.
|
9.15 |
Distribution in the Event of Income Inclusion under Section 409A
. If any portion of
the Executives Supplemental Retirement Benefit or Supplemental Early Retirement Benefit under
this Plan is required to be included in income by the Executive prior to receipt due to a
failure of the Plan to meet the requirements of Section 409A, the Executive may petition the
Administrator for a distribution of that portion of his Supplemental Retirement Benefit or
Supplemental Early Retirement Benefit that is required to be included in his name. Upon the
grant of such a petition, which grant shall not be unreasonably withheld, the Employer shall
distribute to the Executive immediately available funds in an amount equal to the portion of
Executives Supplemental Retirement Benefit or Supplemental Early Retirement Benefit required
to be included in income as a result of the failure of the Plan to meet the requirements of
Section 409A,
which amount shall not exceed the Executives unpaid Supplemental Retirement Benefit or
Supplemental Early Retirement Benefit under the Plan. If the petition is granted, such
distribution shall be made within ninety (90) days of the date when the Executives petition
is granted. Such a distribution shall affect and reduce the Executives benefits to be paid
under this Plan.
|
16
9.16 |
Deduction Limitation on Benefit Payments
. If the Employer determines in good faith
prior to a Change in Control that there is a reasonable likelihood that any compensation paid
to an Executive for a taxable year of the Employer would not be deductible by the Employer
solely by reason of the limitation under Code Section 162(m), then to the extent deemed
necessary by the Employer to ensure that the entire amount of any distribution to the
Executive pursuant to the Plan prior to the Change in Control is deductible, the Employer may
defer all or any portion of a distribution under the Plan. Any amounts deferred pursuant to
this limitation shall continue to be credited with interest at a rate equal to the Interest
Factor. The amounts so deferred and amounts credited thereon shall be distributed, in
accordance with the requirements of Section 409A, to the Executive or his Beneficiary (in the
event of the Executives death) in a single lump sum at the earliest possible date, as
determined by the Employer in good faith, on which the deductibility of compensation paid or
payable to the Executive for the taxable year of the Employer during which the distribution is
made and will not be limited by Code Section 162(m).
|
9.17 |
Insolvency
. Should the Employer be considered insolvent, the Company, through its
Board and chief executive officer, shall give immediate written notice of such to the
Administrator of the Plan, if the Company is not the Administrator. Upon receipt of such
notice, the Administrator shall cease to make any payments to Executives who were Executives
or their beneficiaries and shall hold any and all assets attributable to the Employer for the
benefit of the general creditors of the Employer.
|
9.18 |
Interpretation
. The provisions of this Plan shall be interpreted consistently with
Section 409A, and to the extent inconsistent with such authority, shall be deemed to be
modified to the extent necessary to make such provisions consistent with such authority. In
addition, all questions of interpretation, construction or application arising under or
concerning the terms of this Plan shall be decided by the Administrator, in its sole
discretion, whose decision shall be final, binding and conclusive upon all persons.
|
9.19 |
Headings
. Headings and sub-headings in this Plan are inserted for reference and
convenience only and shall not be deemed a part of this Plan.
|
10.1 |
The Company may, at any time, amend or modify the Plan in whole or in part by the action of
its Board; provided, however, that: (i) no amendment or modification shall be effective to
decrease or restrict the value of an Executives Supplemental Retirement Benefit in existence
at the time the amendment or modification is made, calculated as if the Executive had
experienced a Termination of Employment as of the effective date of
the amendment or modification, (ii) no amendment or modification of this Section 10.1 of the
Plan shall be effective, and (iii) no amendment or modification shall be made unless such
amendment or modification complies with Section 409A. The amendment or modification of the
Plan shall not affect any Executive or Beneficiary who has become entitled to the payment of
benefits under the Plan as of the date of the amendment or modification.
|
17
10.2 |
Notwithstanding any provisions of the Plan to the contrary, in the event that the Company or
Employer determines that any provision of the Plan may violate or otherwise not comply with
Section 409A, the Company or Employer may, without consent of any Executive or Beneficiary:
(i) adopt such amendments to the Plan and appropriate policies and procedures, including
amendments and policies with retroactive effect, that the Company or Employer determines
necessary or appropriate to preserve the intended treatment of the Plan or the benefits
provided by the Plan and/or (ii) take such other actions as the Company or Employer determines
necessary or appropriate to comply with the requirements of Section 409A.
|
18
QCR HOLDINGS, INC. | ||||
|
||||
By:
|
||||
|
|
|||
Title:
|
||||
|
19
PRIMARY BENEFICIARY:
|
||||
|
|
|||
SECONDARY BENEFICIARY:
|
||||
|
|
||||
(WITNESS)
|
EXECUTIVE |
A-1
(i) |
The
Executive
is [
].
|
||
(ii) |
The
Employer
is [
], and any successors thereto.
|
||
(iii) |
The
Original Effective Date
is [
].
|
||
(iv) |
The
Benefit Age
is age [65].
|
||
(v) |
The
Survivor Benefit
covered by insurance is [$
]
annually for 15 years.
|
(i) |
I elect to have the Survivors Benefit paid [_____] in a single
lump sum*, or [_____] in 180 monthly installments. (Failure to elect one method
will result in the Survivors Benefit being paid in a single lump sum*.)
|
||
(ii) |
I elect to have the Change in Control Termination Benefit paid
[_____] in a single lump sum*, or [_____] in 180 monthly installments. (Failure to
elect one method will result in the Change in Control Termination Benefit being
paid in a single lump sum*.)
|
Appendix A-1
[Executive] | Date | |||||
|
||||||
[Employer] | Date | |||||
|
||||||
By:
|
||||||
|
||||||
Its:
|
||||||
|
Appendix A-2
/s/ Douglas M. Hultquist | December 31, 2008 | |||||
Douglas M. Hultquist | Date | |||||
|
||||||
/s/ James J. Brownson | December 31, 2008 | |||||
QCR Holdings, Inc. | Date | |||||
|
||||||
By:
|
James J. Brownson | |||||
|
||||||
Its: Chairman
|
||||||
|
||||||
/s/ Shellee R. Showalter | December 31, 2008 | |||||
Quad City Bank and Trust Company | Date | |||||
|
||||||
By:
|
Shellee R. Showalter | |||||
|
||||||
Its: Secretary
|
/s/ Larry J. Helling | December 31, 2008 | |||||
Larry J. Helling | Date | |||||
|
||||||
/s/ Dana L. Nichols | December 31, 2008 | |||||
Cedar Rapids Bank and Trust Company | Date | |||||
|
||||||
By:
|
Dana L. Nichols | |||||
|
||||||
Its: Senior Vice Present
|
/s/ Todd A. Gipple | December 31, 2008 | |||||
Todd A. Gipple | Date | |||||
|
||||||
/s/ James J. Brownson | December 31, 2008 | |||||
QCR Holdings, Inc. | Date | |||||
|
||||||
By:
|
James J. Brownson | |||||
|
||||||
Its: Chairman
|
/s/ Michael A. Bauer | December 31, 2008 | |||||
Michael A. Bauer | Date | |||||
|
||||||
/s/ James J. Brownson | December 31, 2008 | |||||
QCR Holdings, Inc. | Date | |||||
|
||||||
By:
|
James J. Brownson | |||||
|
||||||
Its: Chairman
|
||||||
|
||||||
/s/ Shellee R. Showalter | December 31, 2008 | |||||
Quad City Bank and Trust Company | Date | |||||
|
||||||
By:
|
Shellee R. Showalter | |||||
|
||||||
Its: Secretary
|
(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.
|
3
(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)).
|
(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.
|
4
(i) |
the date of the Participants 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.
|
(i) |
If a Participant elects a single installment, the value of
Participants 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
Participants 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.
|
5
6
7
8
9
10
11
12
13
EMPLOYEES NAME
|
||||||||
|
(Last) | (First) | (M.I.) |
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.
|
14
(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.
|
Primary | ||||||||||||||||||
|
Name | Percentage | % | Relation | ||||||||||||||
|
||||||||||||||||||
|
(Last) | (First) | (M.I.) | |||||||||||||||
|
Name | Percentage | % | Relation | ||||||||||||||
|
||||||||||||||||||
|
(Last) | (First) | (M.I.) |
|
Name | Percentage | % | Relation | ||||||||||||||
|
||||||||||||||||||
|
(Last) | (First) | (M.I.) | |||||||||||||||
|
Name | Percentage | % | Relation | ||||||||||||||
|
||||||||||||||||||
|
(Last) | (First) | (M.I.) |
|
Date | |||||
|
||||||
Employer | ||||||
|
||||||
By:
|
||||||
|
||||||
Its:
|
Date | |||||
|
15
Subsidiaries | State of Incorporation/Formation | |
Quad City Bank and Trust Company
|
Iowa | |
Cedar Rapids Bank and Trust Company
|
Iowa | |
Rockford Bank and Trust Company
|
Illinois | |
Quad City Bancard, Inc.
|
Delaware | |
m2 Lease Funds, LLC
|
Wisconsin | |
QCR Holdings Statutory Trust II
|
Connecticut | |
QCR Holdings Statutory Trust III
|
Connecticut | |
QCR Holdings Statutory Trust IV
|
Delaware | |
QCR Holdings Statutory Trust V
|
Delaware | |
Velie Plantation Holding Company, LLC
|
Iowa |
/s/ McGladrey & Pullen LLP
|
|
Davenport, Iowa
March 6, 2009 |
1. |
I have reviewed this annual report on Form 10-K of QCR Holdings, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in
which this report is being prepared;
|
b) |
Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
|
c) |
Evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures as of the end of the period covered by this report
based on such evaluation; and
|
d) |
Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the
registrants internal control over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of registrants board of directors (or persons performing the equivalent
function):
|
a) |
All significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably likely to
adversely affect the registrants ability to record, process, summarize, and report
financial information; and
|
b) |
Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal control over
financial reporting.
|
Date: March 6, 2009 | /s/ Douglas M. Hultquist | |||
Douglas M. Hultquist | ||||
Chief Executive Officer | ||||
1. |
I have reviewed this annual report on Form 10-K of QCR Holdings, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in
which this report is being prepared;
|
b) |
Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
|
c) |
Evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures as of the end of the period covered by this report
based on such evaluation; and
|
d) |
Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the
registrants internal control over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of registrants board of directors (or persons performing the equivalent
function):
|
a) |
All significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably likely to
adversely affect the registrants ability to record, process, summarize, and report
financial information; and
|
b) |
Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal control over
financial reporting.
|
Date: March 6, 2009 | /s/ Todd A. Gipple | |||
Todd A. Gipple | ||||
Chief Operating Officer
Chief Financial Officer |
||||
/s/ Douglas M. Hultquist
|
||
Douglas M. Hultquist
Chief Executive Officer March 6, 2009 |
/s/ Todd A. Gipple
|
||
Todd A. Gipple
Chief Operating Officer Chief Financial Officer March 6, 2009 |