QCR HOLDINGS, INC. EXECUTIVE DEFERRED COMPENSATION PLAN

Exhibit 10.22

QCR HOLDINGS, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

(Effective October 23, 2008)

This QCR HOLDINGS, INC. EXECUTIVE DEFERRED COMPENSATION PLAN (the “ Plan ”) was adopted by OCR Holdings, Inc. (the “ Company ”) and its affiliates to replace all existing individual deferred compensation agreements, as an amended and restated compilation of all such agreements. The Plan is intended to be an unfunded arrangement maintained by the specific Company or affiliate that employs the participant (the “ Employer ”) primarily for the purpose of providing deferred compensation for the directors and a select group of management or highly compensated employees of the Employer and is intended to be exempt from Sections 201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as amended. The Plan is effective as of October 23, 2008. The Plan, along with any Participation Agreements, is intended to replace the individual deferred compensation agreements in effect on or after January 1, 2005. The Plan is intended to be a material modification of the individual deferred compensation agreements such that all amount under the Plan, including amounts accrued prior to December 31, 2004, shall be subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended. All obligations under the Plan will be solely borne by the Employer.

Article 1
Definitions

For purposes of this Plan, unless otherwise provided in the Participation Agreement, the following words and phrases shall have the following meanings:

1.1 “ Administrator ” means the Board of the Employer or a designated committee thereof.

1.2 “ Board ” means the Board of Directors of the Company, unless specifically noted otherwise.

1.3 “ Cause ” shall mean:

1.3.1 as such term is defined in an employment agreement between the Participant and an Employer, or if no such agreement or definition exists, then as provided below in this Section 1.3:

1.3.2 a material violation by the Participant of any applicable material law or regulation respecting the business of Employer;

1.3.3 the Participant being found guilty of a felony, an act of dishonesty in connection with the performance of the Participant’s duties as an officer of Employer, or which disqualifies the Participant from serving as an officer or director of Employer; or

1.3.4 the willful or negligent failure of the Participant to perform Participant’s duties for Employer in any material respect.

1.4 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:

1.4.1 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

1.4.2 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 twelve (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

1.4.3 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.

1.5 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder from time to time.

1.6 “ Company ” means QCR Holdings, Inc. or its successors.

1.7 “ Compensation ” means an employee Participant’s salary, incentive compensation and bonus paid during the Plan Year and a director Participant’s director fees paid during the Plan Year. The Administrator shall have the continuing authority to determine in advance of any Plan Year, which elements (and any limits on such elements) of Compensation shall be eligible for deferral in that Plan Year.

1.8 “ Deferral Account ” means the bookkeeping account established for each Participant as provided in Section 4.1 hereof.

1.9 “ Deferral Date ” means the date the Deferrals will be credited to the Participant’s Deferral Account, which date shall be the date the Compensation would otherwise have been payable to the Participant.

1.10 “ Deferrals ” mean that portion of a Participant’s Compensation that a Participant elects to defer in accordance with Section 3.1 hereof.

1.11 “ Disability ” means that the Participant: (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 Employer’s employees.

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

1.13 “ Election Form ” means the separate written agreement, submitted to the Administrator, by which a Participant elects to participate in the Plan and to make Deferrals where, in the discretion of the Administrator, such Election Form may be included, all or in part, in the terms of the Participation Agreement.

1.14 “ Employer ” means (i) with respect to an employee Participant, the Company or the affiliated entity which employs the Participant or any successor thereto, and (ii) with respect to a director Participant, the Company or the affiliated entity on which Participant serves as a Board member.

1.15 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder from time to time.

1.16 “ Investment Funds ” means those mutual funds, insurance policies, investment indexes or other measures of performance identified by the Administrator that shall be used to determine the return increments to be credited to each Participant’s Deferral Account. The Administrator, in its sole discretion, may change the Investment Funds from time to time.

1.17 “ Normal Retirement Age ” means the Participant’s sixty-fifth (65th) birthday.

1.18 “ Normal Retirement Date ” means the later of Normal Retirement Age or Separation of Service.

1.19 “ Participant ” means all members of the Board and any employee who is selected to participate in the Plan, provided such individual: (i) elects to participate in the Plan, (ii) signs an Election Form which is accepted by the Administrator, (iii) commences participation in the Plan, and (iv) has not had Plan participation terminated by reason of Separation of Service followed by complete distribution of the Participant’s Deferral Account.

1.20 “ Participation Date” means the date the Participant commenced participation in the Plan or under an individual deferred compensation agreement as set forth in the Participant’s Participation Agreement.

1.21 “ Participation Agreement ” means a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant. Each Participation Agreement executed by a Participant and the Participant’s Employer shall set forth terms applicable to the Participant.

1.22 “ Plan Year ” means the calendar year.

1.23 “ Section 409A ” means Code Section 409A and any U.S. Treasury regulations and guidance promulgated thereunder, including such regulations and guidance promulgated after the Effective Date of the Plan as deemed appropriate by the Administrator.

1.24 “ Separation from Service ” means a Participant’s “separation from service” as defined under Section 409A.

1.25 “ Specified Employee” means any Participant who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Administrator based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). All Participants who are determined to be key employees under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period shall be treated as Specified Employees for purposes of the Plan during the 12-month period that begins on April 1st following the close of such identification period. For purposes of determining whether an individual is a key employee under Code Section 416(i), “Compensation” shall mean such individual’s W-2 compensation as reported by the Employer for a particular calendar year.

1.26 “ Unforeseeable Emergency ” means an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (a) a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, (b) a loss of the Participant’s property due to casualty, or (c) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Administrator.

1.27 “ Valuation Date ” means the last day of each month or such other dates as may be determined by the Administrator for valuing Participant’s Deferral Accounts.

ARTICLE 2
Participation

2.1 Commencement of Participation. Each employee or director shall become a Participant of the Plan on the date the Participant’s Election Form first becomes effective or became effective with respect to previously existing individual deferred compensation agreements.

2.2 Deferral Continuance Requirement. A Participant’s Election Form shall continue in effect until the Participant delivers to the Administrator a written revocation or modification of such election (as may be permitted herein) with respect to Compensation that relates to services yet to be performed in the following calendar year. Subject to Section 3.5 below, once an Election Form is in place for a calendar year it shall remain in effect for the entire calendar year.

ARTICLE 3
Deferral Elections

3.1 Deferral Elections.

3.1.1 Election Form. Each Participant shall deliver an Election Form to the Administrator before any Deferrals may become effective. The Election Form shall set forth the amount of Compensation to be deferred and shall be effective to defer only Compensation earned after the date the Election Form is received by the Administrator. Except as provided in Section 3.2, such Election Form shall be void with respect to any Deferrals unless submitted and accepted by the Administrator before the beginning of the calendar year during which the amount to be deferred will be earned. Subject to the limitations set forth in Sections 2.2 and 3.2, the Election Form shall remain effective until modified or revoked and will contain the following:

3.1.2 Deferral Limitation. Each Participant may elect to defer a percentage of his or her Compensation up to the maximum deferral percentage specified in the Participation Agreement.

3.2 Initial Election. The Participant shall make an initial deferral election under the Plan by filing with the Administrator a signed Election Form within thirty (30) days of the date on which the Plan is adopted or the date on which the Participant is first eligible to participate in the Plan, taking into consideration the Plan aggregation rules of Section 409A. The completed Election Form shall only apply to Compensation earned after the Election Form is received by the Administrator.

3.3 Performance-Based Compensation. Notwithstanding the foregoing, with respect to any bonus eligible for deferral under the Plan that satisfies the requirements of “performance-based compensation” within the meaning of Section 409A, any election to defer such bonus must be made no later than six (6) months preceding the end of the performance period to which the bonus relates, or by such other date as the Employer determines appropriate and consistent with the intent and purpose of Section 409A.

3.4 Election Changes. Upon the Employer’s approval, the Participant may modify the amount of Compensation to be deferred annually by filing a new Election Form with the Administrator prior to the beginning of the Plan Year in which the Compensation is to be deferred. A modified Election Form shall not be effective until the Plan Year following the year in which the modified Election Form is received and approved by the Administrator.

3.5 Unforeseeable Emergency. In the case of an Unforeseeable Emergency, a Participant’s deferrals as set forth on the Participant’s Election Form shall be cancelled, as permitted by Section 409A, and such additional Compensation shall be taken into account for determining the amount of payment needed to satisfy the unforeseeable emergency.

ARTICLE 4
Deferral Accounts

4.1 Establishing and Crediting. The Employer shall establish a Deferral Account on its books for each Participant and shall credit each Participant’s Deferral Account with the following amounts:

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

4.1.2 Matching Contribution . A matching contribution equal to the amount set forth in the Participation Agreement, and credited to the Employee Participant’s Deferral Account at the same time as the amounts credited to each Participant’s Deferral Account under Section 4.1.1.

4.1.3 Discretionary Contribution. For each Plan Year, the Employer, in its sole discretion, may, but is not required to, credit any amount it determines to Participants’ Deferral Accounts under the Plan, which amount shall be the discretionary contribution for that Plan Year. The discretionary contribution, if any, shall be credited as of the last day of the Plan Year unless otherwise specified by the Employer, as the case may be. The Employer may, in its sole discretion, provide terms and conditions on the discretionary contributions regarding vesting and forfeiture.

4.1.4 Interest . On the last day of each Plan Year and continuing until all benefit payments under the Plan have been made, interest is to be accrued on the account balances and compounded at an annual rate equal to the Wall Street Journal Prime Rate as established on the first business day of the Plan Year (the “ Prime Rate”) . Notwithstanding the foregoing, the applicable interest rate may be modified under the terms of a Participation Agreement.

4.2 Statement of Accounts. The Employer shall provide each Participant, within one hundred twenty (120) days after the close of each Plan Year, a statement setting forth the Participant’s Deferral Account balance.

4.3 Accounting Device Only. The Deferral Accounts are solely a device for measuring amounts to be paid under the Plan. The Deferral Accounts are not a trust fund of any kind. The Participants shall be general unsecured creditors of the Employer for the payment of benefits. The benefits represent the Employer’s mere promise to pay such benefits. The Participant’s rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by any of the Participant’s creditors.

ARTICLE 5
Plan Benefits

5.1 Plan Benefit. Upon the Participant’s Separation from Service prior to the Normal Retirement Age for reasons other than death or Change in Control, the Employer shall pay to the Participant the benefit described in this Section 5.1 in lieu of any other benefit under the Plan.

5.1.1 Amount of Benefit . The benefit under this Section 5.1 is a Participant’s vested Deferral Account balance as of Separation from Service.

5.1.2 Payment of Benefit . The Employer shall pay a Participant’s benefit following Separation from Service in one hundred-eighty (180) monthly installments commencing on the first day of the month following such Participant’s Separation from Service, unless Participant is a “specified employee” as provided in Section 12.1 in which case the Participant’s payment commencement date may be delayed as set forth in Section 5.6. The Employer shall credit interest pursuant to Section 4.1.4 on the remaining account balance during any applicable installment period. Notwithstanding the foregoing, an alternate payment commencement date may be designated under the terms of the Participation Agreement.

5.2 Normal Retirement Benefit. Upon a Participant’s Normal Retirement Date, the Employer shall pay such Participant the benefit described in this Section 5.2 in lieu of any other benefit under the Plan.

5.2.1 Amount of Benefit . A Participant’s benefit under this Section 5.2 is the Participant’s Deferral Account balance as of the Participant’s Normal Retirement Date.

5.2.2 Payment of Benefit . The Employer shall pay each Participant’s benefit in 180 monthly installments commencing on the first day of the month following the Participant’s Normal Retirement Date, unless Participant is a “specified employee” as provided in Section 12.1 in which case the Participant’s payment commencement date may be delayed as set forth in Section 5.6. The Employer shall credit interest pursuant to Section 4.1.4 on the remaining account balance during any applicable installment period. Notwithstanding the foregoing, an alternate payment commencement date may be designated under the terms of the Participation Agreement.

5.3 Change of Control Benefit. Upon a Participant’s Separation from Service during the twenty-four (24) month period immediately following a Change of Control, the Employer shall pay such Participant the benefit described in this Section 5.3 in lieu of any other benefit under the Plan.

5.3.1 Amount of Benefit . A Participant’s benefit under this Section 5.3 is the Participant’s Deferral Account balance as of the Participant’s Separation from Service related to a Change of Control or such other benefit amount as may be provided under the terms of the Participant’s Participation Agreement.

5.3.2 Payment of Benefit . The Employer shall pay each Participant’s benefit in 180 monthly installments commencing on the first day of the month following the Participant’s Separation from Service under this Section 5.3.2, unless Participant is a “specified employee” as provided in Section 12.1 in which case the Participant’s payment commencement date may be delayed as set forth in Section 5.6. The Employer shall credit interest pursuant to Section 4.1.4 on the remaining account balance during any applicable installment period. Notwithstanding the foregoing, an alternate payment commencement date may be designated under the terms of the Participation Agreement.

5.3.3 Obligation to Fund . Notwithstanding any provision to the contrary contained herein, no later than the date of a