Dividend Rights.Holders of our common stock are entitled to receive any cash dividends that may be declared by our board of directors. We are subject to various regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. Subject to these restrictions, the declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon our earnings and financial condition, our capital requirements and those of our subsidiaries, regulatory conditions and considerations and other factors as our board of directors may deem relevant. No cash dividends will be paid with respect to our common stock for any period unless dividends for the same period, and any accumulated but unpaid dividends, with respect to any outstanding series of our preferred stock having preferential rights with respect to dividends have been paid.

Voting Rights. Each share of common stock entitles the holder thereof to one vote per share on all matters on which the holders of our common stock are entitled to vote. The common stock does not have cumulative voting rights.

Liquidation Rights.In the event of our liquidation, dissolution or winding up, whether voluntary or involuntary, the holders of common stock are entitled to receive,pro rata, our assets which are legally available for distribution, after payment of all debts and other liabilities and subject to the prior rights of any holders of preferred stock then outstanding.

Preemptive Rights. The holders of our common stock have no preemptive rights.

Miscellaneous.Shares of our common stock are not convertible into shares of any other class of capital stock. The issued and outstanding shares of our common stock are fully paid and nonassessable.

General.We may issue up to 250,000 shares of preferred stock, $1.00 par value per share, from time to time in one or more series. Our board of directors, without further approval of our stockholders, has the authority to fix the dividend rights and terms, conversion rights, voting rights, redemption rights and terms, liquidation preferences, sinking funds and any other rights, preferences, privileges and restrictions applicable to each series of preferred stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of our common stock.

We will describe the particular terms of any series of preferred stock being offered in ~~the~~an applicable prospectus supplement relating to that series of preferred stock. Those terms may include:

•: the number of shares being offered;

•

the title and liquidation preference per share;

•

the purchase price;

•

the dividend rate or method for determining that rate;

•

the dates on which dividends will be paid;

•

whether dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends will begin to accumulate;

•

any applicable redemption or sinking fund provisions;

•

any applicable conversion provisions;

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•: whether we have elected to offer depositary shares with respect to that series of preferred stock; and

•

any additional dividend, liquidation and other rights and restrictions applicable to that series of preferred stock.

The shares of preferred stock will, when issued against full payment of their purchase price, be fully paid and nonassessable.

Dividend Rights.If you purchase preferred stock being offered by use of this prospectus and an applicable prospectus supplement, you will be entitled to receive, when, as and if declared by our board of directors, dividends at the rates and on the dates set forth in ~~the~~that prospectus supplement. Dividend rates may be fixed, variable or both. The nature, amount, rates, timing and other details of dividend rights for a series of preferred stock will be described in ~~the~~an applicable prospectus supplement and will be payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of our stock, as described in ~~the applicable~~that prospectus supplement.We are subject to various regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums.

Voting Rights.The voting rights of preferred stock of any series being offered will be described in ~~the~~an applicable prospectus supplement.

Liquidation Rights. In the event that we liquidate, dissolve or wind-up our affairs, either voluntarily or involuntarily, holders of our preferred stock will be entitled to receive liquidating distributions in the amount set forth in ~~the~~an applicable prospectus supplement, plus accrued and unpaid dividends, if any, before we make any distribution of assets to the holders of our common stock or any junior preferred stock. If we fail to pay in full all amounts payable with respect to preferred stock being offered by us and any stock having the same rank as that series of preferred stock, the holders of the preferred stock and of that other stock will share in any distribution of assets in proportion to the full respective preferential amounts to which they are entitled. After the holders of each series of preferred stock and any stock having the same rank as the preferred stock are paid in full, they will have no right or claim to any of our remaining assets. For any series of preferred stock being offered by this prospectus and an applicable prospectus supplement, neither the sale of all or substantially all of our property or business nor a merger or consolidation by us with any other corporation will be considered a dissolution, liquidation or winding-up of our business or affairs.

Redemption.The terms, if any, on which shares of a series of preferred stock being offered may be redeemed will be described in ~~the~~an applicable prospectus supplement. The preferred stock of a series may be redeemed in such amount or amounts, and at such time or times, if any, as may be provided in respect of that particular series of preferred stock. Preferred stock may be redeemed by the Company only to the extent legally permissible.

Conversion Rights. ~~The~~ An applicable prospectus supplement will state the terms, if any, on which shares of a series of preferred stock being offered are convertible into shares of our common stock or another series of our preferred stock.

Series B Junior Participating Preferred Stock

We have 10,000 shares of preferred stock designated as Series B Junior Participating Preferred Stock, ~~(the “Series~~which we refer to as the Series B Preferred ~~Stock”),~~Stock, $1.00 par value per share, none of which were issued and outstanding as of ~~October 24, 2016. As discussed under the heading “—Antitakeover Provisions—Stockholders’ Rights Agreement,” we declared a dividend of one right for each share of~~December 31, 2019. The Series B Preferred Stock was designated in connection with our ~~common stock in conjunction with the adoption of a stockholders’~~stockholders' rights plan, which ~~represented the right to purchase one one-thousandth~~expired on February 11, 2019.

Table of a share of Series B Preferred Stock. Pursuant to the terms of the stockholders’ rights plan, one right will be issued with each share of common stock issued by the Company, which right will be governed by the stockholders’ rights plan.Contents

Anti-Takeover Provisions

General. Certain provisions of our Certificate of Incorporation, our Bylaws and the Delaware General Corporation Law may have the effect of impeding the acquisition of control of the Company by means of a tender offer, a proxy fight, open-market purchases or otherwise in a transaction not approved by our board of directors. These provisions may have the effect of discouraging a future takeover attempt which is not approved by our board of directors but which individual stockholders may deem to be in their best interests or in which our stockholders may receive a substantial premium for their shares over then-current market prices. As a result, stockholders who might desire to participate in such a transaction may not have an opportunity to do so. Such provisions will also render the removal of our current board of directors or management more difficult.

Certificate of Incorporation; Bylaws. These provisions of our Certificate of Incorporation and our Bylaws include the following:

•: Our board of directors may issue additional authorized shares of our capital stock to deter future attempts to gain control of the Company, and have the authority to determine the terms of any one or more series of preferred stock, such as voting rights, conversion rates and liquidation preferences. As a result of the ability to fix voting rights for a series of preferred stock, our board has the power, to the extent consistent with its fiduciary duties, to issue a series of preferred stock to persons friendly to management in order to attempt to block a merger or other transaction by which a third party seeks control, and thereby assist the incumbent board of directors and management to retain their respective positions;

•

Our Certificate of Incorporation does not provide for cumulative voting for any purpose, and our Certificate of Incorporation also provides that any action required or permitted to be taken by stockholders may be taken only at an annual or special meeting and prohibits stockholder action by written consent in lieu of a meeting unless authorized by not less than 80% of the directors;

•

Certain transactions (including any merger or consolidation, the sale, lease or exchange of all of substantially all assets, any issuance or transfer of any voting securities to any other entity in exchange for cash, assets or securities, and the voluntary dissolution of the Company) must be approved by at least 75% of the outstanding voting stock, unless approved by not less than 80% of the directors;

•

When evaluating a proposal by another person to make a tender or exchange offer for an equity security, to merge or consolidate with us or to purchase or otherwise acquire all or substantially all of our assets, our Certificate of Incorporation allows the board of directors to consider non-stockholder interests, such as the social and economic effects of the transaction on us and our subsidiaries and the other elements of the communities in which we and our subsidiaries operate or are located; and

•

The amendment of our Certificate of Incorporation must be approved by a majority vote of the board of directors and also by a majority vote of the outstanding shares of our common stock, provided, however, that an affirmative vote of at least 75% of the outstanding voting stock entitled to vote is required to amend or repeal certain provisions of our Certificate of Incorporation, including provisions ~~(a)~~(i) governing amendment of our Bylaws, ~~(b)~~(ii) relating to the use of written ballots, ~~(c)~~(iii) limiting business combinations with interested stockholders, ~~(d)~~(iv) limiting the ~~stockholders’~~stockholders' ability to act by written consent, and ~~(e)~~(v) regarding amendment of the foregoing supermajority provisions of our Certificate of Incorporation. Our Bylaws may be amended only by vote of 80% of the board of directors or by affirmative vote of not less than 75% of the outstanding shares of stock then entitled to vote.

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~~Stockholders’ Rights Agreement.~~ On February 11, 2016, we entered into the First Amendment to Amended and Restated Rights Agreement (the “Amendment”), which amended, restated and replaced the Amended and Restated Rights Agreement (the “Amended Rights Agreement”), effective as of May 7, 2013, between the Company and Quad City Bank & Trust Company, as rights agent. The Amendment was approved by our stockholders at the 2016 annual meeting. The Amendment extended the final expiration date of the Amended Rights Agreement from May 1, 2016 to February 11, 2019. The Amended Rights Agreement amended, restated and replaced the Rights Agreement, which we refer to as the Original Rights Agreement, between the same parties, dated as of September 11, 2003, which previously governed the preferred stock purchase rights, or the Rights, granted thereunder.

The Original Rights Agreement was implemented to reduce our vulnerability to takeover attempts and certain other transactions which have not been negotiated with and approved by members of our board of directors. In connection with the Original Rights Agreement, our board of directors authorized and declared a dividend of one Right for each share of our common stock outstanding as of the close of business on September 22, 2003, with each Right representing the right to purchase one one-thousandth (subject to adjustment) of a share of Series B Preferred Stock. Since that time, Rights have been automatically issued with

each share of common stock we issue. The Rights have no immediate economic value to our stockholders and cannot be exercised unless and until a person, group or entity acquires 20% or more of our common stock or announces a tender offer. The Rights Agreement also permits our board of directors to redeem each right for $0.01 under various circumstances. In general, the Rights Agreement provides that if a person, group or entity acquires a 20% or larger stake in the Company or announces a tender offer, and our board of directors chooses not to redeem the rights, all holders of rights, other than the 20% stockholder or the tender offeror, will be able to purchase a certain amount of our common stock for half of its market price.

Delaware Law. As we have not elected to opt out of the applicability of Section 203 of the Delaware General Corporation Law in our Certificate of Incorporation, we are currently governed by this section of Delaware law. Under Section 203 of the Delaware General Corporation Law, subject to exceptions, we are prohibited from engaging in any business combination with any interested stockholder for a period of three years following the time that the stockholder became an interested stockholder. For this purpose, an ~~“interested stockholder”~~"interested stockholder" generally includes current and certain former holders of 15% or more of our outstanding stock. The provisions of Section 203 may encourage companies interested in acquiring us to negotiate in advance with our board of directors. These provisions may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.

Banking Laws. The ability of a third party to acquire the Company is also subject to applicable banking laws and regulations. The Bank Holding Company Act of 1956, ~~(the “BHCA”)~~which we refer to as the BHCA, and the regulations thereunder require any ~~“bank~~"bank holding ~~company”~~company" (as defined in the BHCA) to obtain the approval of the Federal Reserve prior to acquiring more than 5% of the outstanding shares of a class of our voting stock. Any person other than a bank holding company is required to obtain prior approval of the Federal Reserve to acquire 10% or more of the outstanding shares of a class of our voting stock under the Change in Bank Control Act of 1978. Federal law also prohibits any person or company from acquiring ~~“control”~~"control" of an FDIC-insured depository institution or its holding company without prior notice to the appropriate federal bank regulator. ~~“Control”~~"Control" is conclusively presumed to exist upon the acquisition of 25% or more of the outstanding voting securities of a bank or bank holding company, but may arise under certain circumstances between 10% and 24.99% ownership. For purposes of calculating ownership thresholds under these banking regulations, bank regulators would likely at least take the position that the minimum number of shares, and could take the position that the maximum number of shares, of the ~~Company’s~~Company's common stock that a holder is entitled to receive pursuant to securities convertible into or settled in the ~~Company’s~~Company's common stock, including pursuant to the ~~Company’s~~Company's warrants to purchase the ~~Company’s~~Company's common stock held by such holder, must be taken into account in calculating a ~~shareholder’s~~stockholder's aggregate holdings of the ~~Company’s~~Company's common stock.

Sale and Exclusive Forum

Our Bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company's stockholders; (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, our Certificate of Incorporation or our Bylaws; or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to this provision of our Bylaws. However, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. In addition, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As a result, there is uncertainty as to whether a court would enforce such a provision, and our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

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DESCRIPTION OF DEBT SECURITIES
General
The debt securities that we may offer using this prospectus consist of notes, debentures or other evidences of indebtedness. Any debt securities that we offer and sell will be our direct obligations. Debt securities may be issued in one or more series. All debt securities of any one series need not be issued at the same time, and unless otherwise provided, a series of debt securities may be reopened ~~with the required consent of the holders of outstanding debt securities,~~ for issuance of additional debt securities of that series ~~or to establish additional terms of that series of debt securities (with such additional terms applicable only to unissued or additional~~and all debt securities of ~~that series).~~the same series, will be substantially identical, except for the initial interest payment date, issue price, initial interest accrual date and the amount of the first interest payment. The form of indenture is subject to any amendments or supplements that we may enter into with the trustee(s). The material terms of the indenture are summarized below and we refer you to the indenture for a detailed description of these material terms. Additional or different provisions that are applicable to a particular series of debt securities will, if material, be described in a prospectus supplement relating to the offering of debt securities of that series. These provisions may include, among other things and to the extent applicable, the following:
•
the title of the debt securities of the series, including, as applicable, whether the debt securities of the series will be issued as senior debt securities, senior subordinated debt securities or subordinated debt ~~securities or junior subordinated debt securities, and~~securities; any subordination provisions particular to the debt securities of the series, and whether the debt securities of ~~debt~~the series are convertible or exchangeable for other securities;

•
any limit onupon the aggregate principal amount of the debt ~~securities;~~
securities of the series that may be authenticated and delivered;

•
if other than 100% of ~~the~~its aggregate principal amount, the percentage of the aggregate principal amount at which ~~we will sell~~ the debt securities ~~(i.e., original issuance discount);~~
of the series will be offered;

•
the date or dates ~~whether~~(whether fixed or ~~extendable,~~extendable) on which the principal of the debt securities ~~will be~~of the series is payable;

•
the rate or rates, which may be fixed or variable, at which the debt securities of the series will bear interest, if any, the date or dates from which ~~any~~ such interest will accrue, the interest payment dates on which wesuch interest will ~~pay any such interest,~~be payable, the basis upon which interest will be calculated if other than that of a 360-day year consisting of twelve 30-day months and ~~in the case of registered securities,~~ the record dates for the determination of holders to whom interest is payable;

•
any provisions relating to the issuance of the debt securities of the series at an original issue discount;

•
the place or places where the principal of and ~~any premium or~~ interest on ~~the~~ debt securities of the series will be payable and ~~if applicable,~~ where ~~the~~ debt securities of the series may be surrendered for conversion or exchange;

•
whether weany of such debt securities of the series may be redeemable at our option, ~~redeem, repurchase or repay the debt securities,~~ and if so, the price or prices at which, the period or periods within which and the terms and conditions upon which wedebt securities of the series may ~~redeem, repurchase or repay the debt securities,~~be so redeemed, in whole or in part, at our option, pursuant to any sinking fund or otherwise;

•
if other than 100% of the aggregate principal amount thereof, the portion of the principal amount of the debt securities of the series which will be payable upon declaration of acceleration of the maturity date thereof or provable in bankruptcy, or, if applicable, which is convertible or exchangeable;

•
any obligation we may have to redeem, purchase or repay ~~the~~ debt securities of the series pursuant to any sinking fund or analogous provisions or at the option of a holder ~~of debt securities,~~thereof, and the price or prices at which, the currency in which and the period or periods within which, and the ~~other~~ terms

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and conditions upon which, ~~the~~ debt securities of the series will be redeemed, purchased or repaid, in whole or in part, pursuant to ~~any~~ such obligation (including the terms or method of payment thereof if other than cash), and any provision for the remarketing of the debt securities;
whether the debt securities will be registered securities or unregistered securities or both, and the rights of the holders of the debt securities to exchange unregistered securities for registered securities, or vice-versa, and the circumstances under which any such exchanges, if permitted, may be made;
~~the denominations, which may be in U.S. dollars or in any foreign currency, in which the debt securities will be issued,~~
•
if other than denominations of $1,000 and any integral multiple ~~thereof;~~
thereof, the denominations, which may be in U.S. dollars or any foreign currency, in which debt securities of the series will be issuable;

•
whether the debt securities of the series will be ~~issued in the form of~~ certificated ~~debt securities,~~ and, if so, the form of the debt securities (or forms thereof if both unregistered debt securities and registered debt securities ~~are~~will be issuable in ~~that~~such series), including ~~the~~such legends as required by law or as we deem necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any other certificates which may be required ~~under the indenture~~ or which we may require in connection with the offering, sale, delivery or exchange of the debt securities;

•
if other than U.S. dollars, the currency or currencies in which payments of interest, principal ~~interest~~ and other amounts payable with respect to the debt securities ~~will~~of the series are to be denominated, payable, redeemable or repurchasable, as the case may be;

•
whether ~~the~~ debt securities ~~may be~~of the series are issuable in tranches;
~~the~~

•
any obligations ~~if any,~~ we may have to permit the conversion or exchange of the debt securities of such series into common stock, preferred stock or other capital stock or property (including securities), or a combination thereof, and the terms and conditions upon which such conversion ~~or exchange~~ will be effected (including the initial conversion or exchange price or rate, the conversion or exchange ~~ratio),~~period, the provisions for conversion or exchange price or rate adjustments and any other provisions relative to such obligation) and any limitations on the ownership or transferability of the securities or property into which the debt securities may be converted or exchanged;

•
any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the debt ~~securities;~~
~~if the debt~~ securities ~~do not bear interest, the applicable dates required under the indenture for furnishing information to the trustee regarding the holders~~ of ~~the debt securities;~~
such series;

•
any deletions from, modifications of or additions to ~~(a)~~(i) the events of default with respect to ~~the~~ debt securities of the series or ~~(b)~~(ii) the ~~rights~~right of the trustee or the holders of ~~the~~such debt ~~securities in connection with events of default;~~
securities;

•
any deletions from, modifications of or additions to the covenants with respect to debt securities of the ~~debt securities;~~
series;

•
if the amount of payments of principal of, and make-whole amount, if any, and interest on, the debt securities of the series may be determined with reference to an index, the manner in which such amount will be determined;

•
whether the debt securities of the series will be issued in whole or in part in the global form of one or more debt securities and ~~if so,~~in such case, (i) the depositary for such debt securities, (ii) the circumstances under which any such debt ~~security~~securities may be exchanged for debt securities registered in the name of, and under which any transfer of such debt securities may be registered in the name of, any person other than such depositary or its nominee, and (iii) any other provisions regarding such debt ~~securities;~~
securities which provisions may be in addition to or in lieu of, in whole or in part, the provisions of the indenture;

•
whether, under what circumstances and the currency in which, we will pay additional amounts on the debt securities of the series to any holder ~~of the debt securities~~ who is not a U.S. person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem such debt securities rather than pay such additional amounts (and the terms of any such option);

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•
whether the debt securities of the series, in whole or in specified ~~parts,~~part, will not be defeasible, and, if the debt securities may be defeased, in whole or in specified part, any provisions to permit a pledge of obligations other than ~~certain~~U.S. government obligations (or the establishment of other arrangements) to satisfy the requirements of the indenture ~~regarding~~for defeasance of the debt securities and, if other than by ~~resolution of our~~a board ~~of directors,~~resolution, the manner in which any election by us to defease the debt securities will be evidenced;

•
whether the debt securities ~~will~~of such series are to be secured by any property, assets or other collateral and, if so, ~~a general description of~~ the ~~collateral and~~ applicable collateral;

•
the ~~terms of any related security, pledge or other agreements;~~
~~the persons~~person to whom any interest on the debt securities of such series will be payable, if other than the ~~registered holders~~securityholder thereof, on the regular record date therefor;

•
the dates on which interest, if any, will be payable and the regular record dates for interest payment dates;

•
any restrictions, conditions or requirements for transfer of the debt securities; and

•
any other material terms or conditions upon which the debt securities will be issued.
Unless otherwise indicated in ~~the~~an applicable prospectus supplement, we will issue debt securities in fully registered form without coupons and in denominations of $1,000 and in integral multiples of $1,000, and interest will be computed on the basis of a 360-day year of twelve 30-day months. If any interest payment date or the maturity date falls on a day that is not a business day, then the payment will be made on the next business day without additional interest and with the same effect as if it were made on the originally scheduled date.
Unless otherwise indicated in ~~the~~an applicable prospectus supplement, the trustee will act as paying agent and registrar for the debt securities under the indenture. We may also act as paying agent under the indenture.
~~The~~        An applicable prospectus supplement will contain a description of U.S. federal income tax consequences relating to the debt securities, to the extent applicable.
Covenants
~~The~~        An applicable prospectus supplement will describe any covenants, such as restrictive covenants restricting us or any of our subsidiaries from incurring, issuing, assuming or guarantying any indebtedness or restricting us or any of our subsidiaries from paying dividends or acquiring any of our or its capital stock.
Consolidation, Merger and ~~Transfer~~Sale of Assets
Unless we indicate otherwise in ~~the~~an applicable prospectus supplement, ~~the indenture will permit a consolidation~~we may not consolidate with or ~~merger between us and another entity and/~~merge with or ~~the sale, conveyance~~into, or sell, convey, transfer, lease ~~by us~~or otherwise dispose of all or substantially all of our ~~property~~properties and ~~assets; provided, however, that:~~assets to, any person, which we refer to as a successor person, unless:
•
we are the ~~resulting~~surviving corporation or ~~acquiring entity, if~~the successor person (if other than ~~us,~~the Company) is a corporation organized and validly existing under the laws of the U.S. or any state or the District of Columbia and expressly assumes, by a ~~U.S. jurisdiction~~supplemental indenture, executed and ~~assumes all of~~delivered to the trustee, in form satisfactory to the trustee our ~~responsibilities and liabilities under the indenture, including the payment of all amounts due~~obligations on the debt ~~securities and performance of the covenants in the indenture;~~
securities;

•
immediately after ~~the transaction, and~~ giving effect to the transaction, no event of default, and no event which, after notice or lapse of time, or both, would become an event of default, shall have occurred and be continuing under the ~~indenture exists;~~indenture; and

•
we have ~~delivered~~complied with our obligations to deliver certain documentation to the trustee an officers’ certificate stating that the transaction and, if a supplemental indenture is required in connection with the transaction, the supplemental indenture, comply with the indenture and that all conditions precedent to the transaction contained in the indenture have been satisfied.trustee.

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If we consolidate or merge with or into any other entity, or sell or lease all or substantially all of our assets in compliance with the terms and conditions of the indenture, the resulting or acquiring entity will be substituted for us in the indenture and the debt securities with the same effect as if it had been an original party to the indenture and the debt securities. As a result, such successor entity may exercise our rights and powers under the indenture and the debt securities, in our name, and ~~except in the case of a lease,~~ we will be released from all our liabilities and obligations under the indenture and under the debt securities.
Notwithstanding the foregoing, we may transfer all of our property and assets to another entity if, immediately after giving effect to the transfer, such entity is our wholly owned subsidiary. The term “wholly owned subsidiary” means any subsidiary in which we and/or our other wholly owned subsidiaries own all of the outstanding capital stock.
Modification and Waiver
Unless we indicate otherwise in ~~the~~an applicable prospectus supplement, ~~under~~we and the ~~indenture, some of our rights~~trustee may modify and ~~obligations and some of~~amend the ~~rights of the holders of the debt securities may be modified or amended~~indenture with the consent of the holders of ~~not less than~~at least a majority in ~~aggregate~~ principal amount of the outstanding debt securities ~~affected by the~~of a series. We may not make any modification or ~~amendment. However,~~amendment without the ~~following modifications and amendments will not be effective against any~~consent of the holder ~~without its consent:~~of each debt security affected thereby if such amendment will:
a
•
change inthe scheduled maturity date or the stated ~~maturity~~payment date of any payment of ~~principal or interest;~~
~~a reduction in the principal amount of,~~premium or interest ~~on, any debt securities;~~
~~an alteration or impairment of any right to convert at the rate or upon the terms provided in the indenture;~~
~~a change in the currency in which any payment~~payable on the debt securities, or reduce the principal amount thereof, or any amount of interest or premium payable thereon;

•
change the method of computing the amount of principal of the debt securities or any interest payable thereon on any date, or change any place of payment where, or the coin or currency in which, the debt securities or any payment of premium or interest thereon is payable;
~~an impairment of a holder’s~~

•
impair the right to ~~sue us~~institute suit for the enforcement of ~~payments~~any payment on or after the same shall become due and payable, whether at maturity or, in the case of redemption or repayment, on or after the redemption date or the repayment date, as the case may be;

•
change or waive the redemption or repayment provisions of the debt securities; or
~~a reduction in~~

•
reduce the percentage in principal amount of the outstanding securities of the debt securities, the consent of whose holders is required ~~to consent to a modification or amendment of the~~for any such supplemental indenture, or the consent of whose holders is required ~~to consent to a~~for any waiver of compliance with certain provisions of the indenture or certain defaults ~~under~~thereunder and their consequences provided for in the ~~indenture.~~
~~Under~~indenture;

•
subject to certain exceptions, modify any of the provisions of certain sections of the indenture, except to increase any such percentage or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding security affected thereby;

•
adversely affect the ranking or priority of the debt securities;

•
release any guarantor or co-obligor from any of its obligations under its guarantee of the securities or the indenture, except in compliance with the terms of the indenture; or

•
waive any event of default or event which, after notice of lapse of time, or both, would become an event of default, in respect of the payment of the principal of or interest on the debt securities.
        Except for certain specified provisions, the holders of ~~not less than~~at least a majority in ~~aggregate~~ principal amount of ~~the outstanding~~any series of debt securities may on behalf of all such holders ~~of the debt securities:~~
waive our compliance ~~by us~~ with ~~certain restrictive~~ provisions of the ~~indenture; and~~
indenture or such series of debt securities. The holders of a majority in principal amount of any series of debt securities may on behalf of all such holders waive any past default under the indenture ~~in accordance~~ with respect to the ~~applicable provisions of the indenture,~~series and its consequences, except a default in the payment of the principal of or any interest on any ~~series~~debt security or in the payment of any sinking or purchase fund or analogous obligation with respect to the debt securities, or in respect of a covenant or provision that cannot be modified or amended without the consent of the holder of the debt security affected.

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        In addition, unless otherwise indicated in an applicable prospectus supplement, we and the trustee may modify and amend the indenture without the consent of any holders of debt ~~securities.~~
securities:
•
to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations of the Company in the indenture and in the securities;

•
to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of the debt securities as the Company and the trustee shall consider to be for the protection of the holders of the debt securities or to surrender any right or power herein conferred upon the Company;

•
to cure any ambiguity, to correct or supplement any provision in the indenture which may be inconsistent with any other provision in the indenture or in any supplemental indenture, or to make any other provisions with respect to matters or questions arising under the indenture that do not adversely affect the interests of the holders of debt securities in any material respect as determined by us and evidenced by an officer's certificate delivered to the trustee;

•
to add to the indenture such provisions as may be expressly permitted by the Trust Indenture Act of 1939, as amended, which we refer to as the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which the indenture is executed or any corresponding provision in any similar federal statute hereafter enacted;

•
to add guarantors or co-obligors with respect to the debt securities;

•
to secure the debt securities;

•
to add to the rights of the holders of the debt securities;

•
to evidence and provide for the acceptance of appointment by another corporation as a successor trustee under the indenture with respect to the debt securities and to add to or change any of the provisions of the indenture as shall be necessary to provide for or facilitate the administration of the trusts under the indenture by more than one trustee;

•
to add any additional events of default in respect of the debt securities;

•
to comply with the requirements of the SEC in connection with the qualification of the indenture under the Trust Indenture Act;

•
to make any change in the debt securities that does not adversely affect in any material respect the interests of the holders of such securities as determined by us and evidenced by an officer's certificate delivered to the trustee; or

•
to delete, modify or add provisions of the indenture, provided that such deletion, modification or addition does not apply to any outstanding debt securities issued prior to such deletion, modification or addition.
Events of Default
Unless we indicate otherwise in ~~the~~an applicable prospectus supplement, ~~“event~~an event of ~~default” under the indenture~~default will ~~mean,~~occur with respect to ~~any series of~~the debt securities upon the occurrence of any of the following:
~~failure to pay~~
•
default in the payment of any interest on ~~any~~the debt ~~security~~securities when it becomes due and payable, and continuance of such default for a period of 30 ~~days after~~days;

•
default in the payment ~~is due;~~
~~failure to pay~~of the principal of or premium, if any, on the debt ~~security~~securities as and when the same shall become due, either at its maturity, upon redemption, by declaration or otherwise;

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~~failure on our part to observe~~
•
default in the payment of any sinking or ~~perform~~purchase fund or analogous obligation when the same becomes due, and continuance of such default for a period of 30 days;

•
default in the performance, or breach, of any ~~other~~ covenant or ~~agreement~~warranty of the Company in the indenture ~~that applies~~(other than a covenant or warranty a default in whose performance or whose breach is elsewhere in the indenture specifically dealt with or which has expressly been included in the indenture solely for the benefit of series of securities other than such series), and continuance of such default or breach for a period of 60 days after there has been given to the ~~debt~~Company by the trustee or to the Company and the trustee by the holders of at least 25% in principal amount of the outstanding securities ~~for 90 days after we have received~~of such series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default";

•
the entry of an order for relief against the Company under the U.S. Bankruptcy Code by a court having jurisdiction in the premises or a decree or order by a court having jurisdiction in the premises adjudging the Company a bankrupt or insolvent under any other applicable federal or state law, or the entry of a decree or order approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the ~~failure~~Company under the U.S. Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or

•
the consent by the Company to ~~perform in~~ the ~~manner specified in the indenture; and~~
~~certain events~~institution of bankruptcy or insolvency proceedings against it, or ~~reorganization.~~
the filing by it of a petition or answer or consent seeking reorganization or relief under the U.S. Bankruptcy Code or any other applicable federal or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action.
If        The occurrence of an event of default ~~occurs and continues,~~may constitute an event of default under our bank credit agreements in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to time.
        Subject to certain rights of the trustee, or the holders of ~~not less than 25%~~a majority in ~~aggregate~~ principal amount of the outstanding debt securities will have the right to direct the time, method and place of ~~such series may declare the entire principal of all the debt securities~~conducting any proceeding for any remedy available to be due and payable immediately, except that, if the event of default is caused by certain events of bankruptcy, insolvency or reorganization, the entire principal of all of the debt securities of such series will become due and payable immediately without any act on the part of the trustee or ~~holders of~~exercising any trust or power conferred on the trustee with respect to the debt securities. ~~If such a declaration occurs,~~Notwithstanding the ~~holders of a majority of~~foregoing, the ~~aggregate principal amount of the outstanding debt securities of such series can, subject to conditions, rescind the declaration.~~
~~The~~ indenture ~~requires us to furnish to~~provides that the trustee ~~not less often than annually, a certificate from our principal executive officer, principal financial officer or principal accounting officer, as the case may~~will be ~~as to~~
~~such officer’s knowledge of our compliance with all conditions and covenants~~ under the indenture. The trustee may withhold notice to the holders of debt securities of any default, except defaults in the payment of principal of, or interest on, any debt securities if the trustee in good faith determines that the withholding of notice is in the best interests of the holders. For purposes of this paragraph, “default” means any event which is, or after notice or lapse of time or both would become, an event of default under the indenture.
~~The trustee is not obligated~~no obligation to exercise any of its rights or powers under the indenture at the request, order or direction of any of the holders of outstanding debt securities, unless the ~~holders offer the~~ trustee receives security and indemnity satisfactory ~~security~~to it against any costs, liabilities or ~~indemnity. If satisfactory security or indemnity is provided, then, subject to other rights of the trustee, the holders of a majority~~expenses which might be incurred by it in ~~aggregate principal amount of the outstanding debt securities may direct the time, method and place of:~~
~~conducting any proceeding for any remedy available to the trustee; or~~
~~exercising any trust or power conferred upon the trustee.~~
~~The holder of a debt security will have the right to begin any proceeding with respect to the indenture or for any remedy only if:~~
~~the holder has previously given the trustee written notice of a continuing event of default;~~
the holders of not less than a majority in aggregate principal amount of the outstanding debt securities have made a written request of, and offered reasonable indemnity to, the trustee to begin such proceeding;
~~the trustee has not started such proceeding within 60 days after receiving the request; and~~
~~no direction inconsistent~~compliance with such ~~written~~ request, ~~has been given to the trustee under the indenture.~~order or direction.

~~However, the holder~~
Table of ~~any debt security will have an absolute right to receive payment of principal of, and interest on, the debt security when due and to institute suit to enforce payment.~~Contents
Satisfaction and Discharge; Defeasance
Satisfaction and Discharge of Indenture.    Unless otherwise indicated in ~~the~~an applicable prospectus supplement, ~~if at~~we may terminate our obligations under the indenture with respect to the outstanding debt securities of any ~~time,~~series, when:
we
•
either:

•
all debt securities of any series issued that have ~~paid~~been authenticated and delivered have been delivered to the ~~principal of and interest on~~ trustee for cancellation; or

•
all the debt securities of any series ~~except for debt securities which~~issued that have ~~been destroyed, lost or stolen and which have been replaced or paid in accordance with the indenture, as and when the same has become due and payable;~~
we have delivered to the trustee for cancellation all debt securities of any series theretofore authenticated, except for debt securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in the indenture; or
~~all the debt securities of such series~~ not ~~theretofore~~been delivered to the trustee for cancellation have become due and payable, ~~or are by their terms are to~~will become due and payable within one year, or are to be called for redemption within one year and we have made arrangements satisfactory to the trustee for the giving of notice of redemption by such trustee in our name and at our expense, and in each case, we have irrevocably deposited or caused to be deposited with the trustee ~~in trust,~~ sufficient money or government obligations, or a combination thereof, to pay and discharge the ~~principal, any interest~~entire indebtedness on the series of debt securities; and ~~any~~

•
we have paid or caused to be paid all other sums then due onand payable under the ~~debt securities, on~~indenture; and

•
we have delivered to the ~~dates the payments are due or become due~~trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent under the indenture relating to the satisfaction and ~~the terms~~discharge of the ~~debt securities;~~
~~then the~~ indenture ~~shall cease to be of further effect~~have been complied with.
        Legal Defeasance and Covenant Defeasance.    Unless otherwise indicated in an applicable prospectus supplement, we may elect with respect to ~~the~~any debt securities of any series to defease and be discharged from all of our obligations with respect to such ~~series,~~debt securities, which we refer to as legal defeasance, except for ~~(a)~~(i) rights of registration of transfer and exchange, ~~and our right of optional redemption, (b)~~(ii) substitution of mutilated, defaced, destroyed, lost or stolen debt securities, ~~(c)~~(iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, ~~(d)~~(iv) the rights, obligations and immunities of the trustee under the indenture, (v) the provisions in the indenture related to (a) legal defeasance, (b) the return of any amounts held in trust for payment on such series of debt securities, (c) the obligation of the Company to maintain an office or agency and ~~(e)~~(d) the obligation of the Company to hold payments on such series of debt securities in trust, and (vi) the rights of the holders of such series of debt securities as beneficiaries thereof with respect to the property so deposited with the trustee payable to all or any of them.
~~Defeasance and Covenant Defeasance.~~Unless otherwise indicated in ~~the~~an applicable prospectus supplement, we may elect to have our obligations released with respect to ~~any debt securities of any series either:~~
~~to defease and be discharged from all of our obligations with respect to such debt securities (“defeasance”), with~~ certain ~~exceptions described below; or~~
~~to be released from our obligations with respect to such debt securities under such~~ covenants ~~as may be specified~~ in the ~~applicable prospectus supplement, and~~indenture, which we refer to as covenant defeasance. If we so elect, any ~~omission~~failure to comply with ~~those~~these obligations will not constitute a default or an event of default with respect to ~~such~~the debt securities (“of any series. In the event covenant ~~defeasance”).~~
~~We must comply with~~defeasance occurs, certain events, not including non-payment, bankruptcy and insolvency events, described under the ~~following conditions before the~~heading "Events of Default," will no longer constitute an event of default for that series.
        In order to exercise either legal defeasance or covenant defeasance ~~can be effected:~~
with respect to outstanding debt securities of any series, we must irrevocably ~~deposit~~have deposited or caused to be deposited with the ~~indenture~~ trustee ~~or other qualifying trustee, under~~as trust funds for the ~~terms~~purpose of ~~an irrevocable trust agreement in form~~making the following payments, specifically pledged as security for, and ~~substance satisfactory~~dedicated solely to the ~~trustee, trust funds in trust solely for the benefit~~benefits of the holders of ~~such~~the debt securities of a series:
•
money in an amount; or

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•
U.S. government obligations (or equivalent government obligations in the case of debt securities denominated in other than U.S. dollars or a specified currency) that will provide, not later than one day before the due date of any payment, money in an amount; or

•
a combination of money and U.S. government obligations (or equivalent government obligations, as applicable), in each case sufficient, ~~money~~in the written opinion (with respect to U.S. or equivalent government obligations or a combination ~~thereof,~~of money and U.S. or equivalent government obligations, as applicable) of a nationally recognized firm of independent public accountants to pay and discharge, and which shall be applied by the trustee to pay and discharge, all of the principal ~~any~~(including mandatory sinking fund payments), interest and any ~~other sums on~~premium at due date or maturity.
        In order to exercise either legal defeasance or covenant defeasance with respect to outstanding debt securities of any series, the ~~due dates for those payments; and~~
following conditions must be met:
•
in the case of legal defeasance, we must ~~deliver~~have delivered to the trustee an opinion of counsel ~~to the effect~~stating that, under then applicable federal income tax law, the holders of ~~such~~the debt securities of that series will not recognize income, gain or loss for federal income tax purposes as a result of ~~such~~the deposit, defeasance ~~or covenant defeasance, as the case may be,~~and discharge to be effected ~~with respect to such debt securities~~ and will be subject to the same federal income tax ~~on the same amount, in the same manner and at the same times~~ as would be the case if the deposit, defeasance and discharge did not occur;

•
in the case of covenant defeasance, we must have delivered to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for federal income tax purposes as a result of the deposit and covenant defeasance to be effected and will be subject to the same federal income tax as would be the case if the deposit and covenant defeasance did not occur;

•
no event of default or default with respect to the outstanding debt securities of that series has occurred and is continuing at the time of such deposit after giving effect to the deposit or, in the case of legal defeasance, no default relating to bankruptcy or insolvency has occurred and is continuing at any time on or before the 91st day after the date of such deposit, it being understood that this condition is not deemed satisfied until after the 91st day;

•
the legal defeasance or covenant defeasance aswill not cause the ~~case may be, had not occurred.~~
~~In connection with defeasance, any irrevocable trust agreement contemplated by~~trustee to have a conflicting interest within the ~~indenture must include, among other things, provision for (a) payment~~meaning of the ~~principal of and interest on such~~Trust Indenture Act, assuming all debt securities ~~if any, appertaining thereto when due (by redemption, sinking fund payments~~of a series were in default within the meaning of such Act;

•
the legal defeasance or ~~otherwise), (b)~~covenant defeasance will not result in the ~~payment~~trust arising from such deposit constituting an investment company within the meaning of the ~~expenses~~Investment Company Act of 1940, as amended, unless the ~~trustee incurred~~trust is registered under such Act or exempt from registration;

•
the legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to ~~be incurred in connection with carrying out such trust provisions, (c) rights of registration, transfer, substitution and exchange of such debt securities~~which we are a party;

•
if prior to the stated maturity date, notice shall have been given in accordance with the ~~terms stated in the indenture, and (d) continuation~~provisions of the ~~rights, obligations~~indenture; and ~~immunities of~~

•
we must have delivered to the trustee ~~as against~~an officers' certificate and an opinion of counsel stating that all conditions precedent with respect to the ~~holders of such debt securities as stated in the indenture.~~
legal defeasance or covenant defeasance have been complied with.
~~The accompanying~~        An applicable prospectus supplement may further describe any provisions permitting or restricting defeasance or covenant defeasance with respect to the debt securities of a particular series.

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Global Securities
Unless otherwise indicated in ~~the~~an applicable prospectus supplement, each debt security offered by this prospectus will be issued in the form of one or more global debt securities representing all or part of that series of debt securities. This means that we will not issue certificates for that series of debt securities to the holders. Instead, a global debt security representing that series will be deposited with, or on behalf of, a securities depositary and registered in the name of the depositary or a nominee of the depositary. Any such depositary must be a clearing agency registered under the Exchange Act. We will describe the specific terms of the depositary arrangement with respect to a series of debt securities to be represented by a global security in the ~~applicable~~ prospectus ~~supplement.~~supplement relating to such series of debt securities.
Notices
We will give notices to holders of the debt securities by mail at the addresses listed in the security register. In the case of notice in respect of unregistered securities or coupon securities, we may give notice by publication in a newspaper of general circulation in New York, New York.
Governing Law
The indenture and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York, except to the extent the Trust Indenture Act of 1939 is applicable.
Regarding the Trustee
~~General~~.        General.    From time to time, we may maintain deposit accounts and conduct other banking transactions with the trustee to be appointed under the indenture or its affiliates in the ordinary course of business.
Resignation or Removal of ~~Trustee~~.Trustee.    If the trustee has or acquires a conflicting interest within the meaning of the Trust Indenture Act, the trustee must either eliminate its conflicting interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and the indenture. Any resignation will require the appointment of a successor trustee under the indenture in accordance with the terms and conditions of the indenture.
The trustee may resign or be removed by us with respect to one or more series of debt securities and a successor trustee may be appointed to act with respect to any such series. The holders of a majority in aggregate principal amount of the debt securities of any series may remove the trustee with respect to the debt securities of such series.
~~Annual Trustee Report to Holders of Debt Securities~~. The trustee will be required to submit certain reports to the holders of the debt securities regarding, among other things, the trustee’s eligibility to serve as such, the priority of the trustee’s claims regarding advances made by it, and any action taken by the trustee materially affecting the debt securities.
~~Certificates and Opinions to Be Furnished to Trustee~~. The indenture provides that, in addition to other certificates or opinions specifically required by other provisions of the indenture, every application by us for action by the trustee must be accompanied by a certificate from one or more of our officers and an opinion of counsel (who may be our counsel) stating that, in the opinion of the signers, all conditions precedent to such action have been complied with by us.

DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of debt securities, preferred stock, common stock, other securities of the Company or any combination of the foregoing. Warrants may be issued alone or together with securities offered by any prospectus supplement and may be attached to, or separate from, those securities. The particular terms of any warrants will be described more specifically in the prospectus supplement relating to such warrants.
~~The~~        A prospectus supplement relating to any warrants we are offering will include specific terms relating to ~~the~~that offering. We will file the form of any warrant agreement with the SEC, and you should read the warrant agreement for provisions that may be important to you. ~~The~~An applicable prospectus supplement will include some or all of the following information:
•
the title and specific designation of the warrants;

•
the aggregate number of warrants offered;

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•
the amount of warrants outstanding, if any;

•
the designation, number and terms of the securities purchasable upon exercise of the warrants, and procedures that will result in the adjustment of those numbers;

•
the exercise price or prices of the warrants;

•
the dates or periods during which the warrants are exercisable;

•
the designation and terms of any securities with which the warrants are issued;

•
if the warrants are issued as a unit with another security, the date, if any, on and after which the warrants and the other security will be separately transferable;

•
if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated;

•
any minimum or maximum amount of warrants that may be exercised at any one time;

•
the anti-dilution, redemption or call provisions of the warrants, if any;

•
if applicable, the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents;

•
any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants; and

•
any other material terms of the warrants.
Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding-up, or to exercise voting rights, if any.

DESCRIPTION OF DEPOSITARY SHARES
This following is a summary of the general terms of the deposit agreement to govern any depositary shares we may offer representing fractional interests in shares of our preferred stock, the depositary shares themselves and the related depositary receipts. This summary does not purport to be complete in all respects and is subject to and qualified entirely by reference to the relevant deposit agreement and depositary receipt with respect to the depositary shares relating to any particular series of preferred stock. A copy of the deposit agreement and form of depositary receipt relating to any depositary shares we issue will be filed with the SEC as an exhibit to the registration statement of which this prospectus is a part or as an exhibit to a filing incorporated by reference in the registration statement. The specific terms of any depositary shares we may offer will be described in ~~the~~an applicable prospectus supplement. If so described in ~~the~~such applicable prospectus supplement, the terms of that series of depositary shares may differ from the general description of terms presented below.
General
We may offer fractional interests in shares of our preferred stock, rather than full shares of preferred stock, most likely in the event that our then authorized but yet undesignated shares of preferred stock is not sufficient to offer full shares of preferred stock. If we do, we will provide for the issuance by a depositary to the public of receipts for depositary shares, each of which will represent a fractional interest in a share of a particular series of preferred stock.
The shares of any series of preferred stock underlying the depositary shares will be deposited under a separate deposit agreement between us and a bank or trust company having its principal office in the U.S. ~~and having~~, which we refer to in this section as the depositary. The depository will have a combined

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capital and surplus of such amount as may be set forth in ~~the~~an applicable prospectus ~~supplement, which we refer to in this section as the depositary.~~supplement. We will name the depositary in ~~the~~such applicable prospectus supplement. Subject to the terms of the deposit agreement, each owner of a depositary share will have a fractional interest in all the rights and preferences of the preferred stock underlying the depositary share. Those rights include any dividend, voting, redemption, conversion and liquidation rights.
The depositary shares will be evidenced by depositary receipts issued under the deposit agreement. If you purchase fractional interests in shares of the related series of preferred stock, you will receive depositary receipts as described in ~~the~~an applicable prospectus supplement.
Unless we specify otherwise in ~~the~~an applicable prospectus supplement, you will not be entitled to receive the whole shares of preferred stock underlying the depositary shares.
Dividend Rights
The depositary will distribute all cash dividends or other cash distributions in respect of the preferred stock underlying the depositary shares to each record holder of depositary shares based on the number of the depositary shares owned by that holder on the relevant record date. The depositary will distribute only that amount which can be distributed without attributing to any holder of depositary shares a fraction of one cent, and any balance not so distributed will be added to and treated as part of the next sum received by the depositary for distribution to record holders of depositary shares.
If there is a distribution other than in cash, the depositary will distribute property to the entitled record holders of depositary shares, unless the depositary determines that it is not feasible to make that distribution. In that case the depositary may, with our approval, adopt the method it deems equitable and practicable for making that distribution, including any sale of property and distribution of the net proceeds from this sale to the applicable holders.
The deposit agreement will also contain provisions relating to how any subscription or similar rights offered by us to holders of the preferred stock will be made available to the holders of depositary shares.
Voting Rights
When the depositary receives notice of any meeting at which the holders of the preferred stock may vote, the depositary will mail information about the meeting contained in the notice, and any accompanying proxy materials, to the record holders of the depositary shares relating to the preferred stock. Each record holder of such depositary shares on the record date, which will be the same date as the record date for the preferred stock, will be entitled to instruct the depositary as to how the preferred stock underlying the ~~holder’s~~holder's depositary shares should be voted.
Conversion or Exchange Rights
If any series of preferred stock underlying the depositary shares is subject to conversion or exchange, ~~the~~an applicable prospectus supplement will describe the rights or obligations of each record holder of depositary receipts to convert or exchange the depositary shares.
Redemption
If the series of the preferred stock underlying the depositary shares is subject to redemption, all or a part of the depositary shares will be redeemed from the redemption proceeds of that series of the preferred stock held by the depositary. The redemption price per depositary share will bear the same relationship to the redemption price per share of preferred stock that the depositary share bears to the underlying preferred stock. Whenever we redeem preferred stock held by the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing the preferred stock redeemed. If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot orpro rata as determined by the depositary.

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After the date fixed for redemption, the depositary shares called for redemption will no longer be outstanding. When the depositary shares are no longer outstanding, all rights of the holders will cease, except the right to receive money or other property that the holders of the depositary shares were entitled to receive upon the redemption. Payments will be made when holders surrender their depositary receipts to the depositary.
Taxation
Owners of depositary shares will be treated for U.S. federal income tax purposes as if they were owners of the preferred stock represented by the depositary shares. If necessary, ~~the~~an applicable prospectus supplement will provide a description of U.S. federal income tax consequences relating to the purchase and ownership of the depositary shares and the preferred stock represented by the depositary shares.
Amendment and Termination of the Deposit Agreement
The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be amended by agreement between us and the depositary at any time. However, certain amendments as specified in ~~the~~an applicable prospectus supplement will not be effective unless approved by the record holders of at least a majority of the depositary shares then-outstanding. A deposit agreement may be terminated by us or the depositary only if:
•
all outstanding depositary shares relating to the deposit agreement have been redeemed; or

•
there has been a final distribution on the preferred stock of the relevant series in connection with our liquidation, dissolution or winding up of our business and the distribution has been distributed to the holders of the related depositary shares.
Charges of Depositary
We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay associated charges of the depositary for the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary shares will pay transfer and other taxes and governmental charges and any other charges that are stated to be their responsibility in the deposit agreement.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering notice to us. We may also remove the depositary at any time. Resignations or removals will take effect when a successor depositary is appointed and it accepts the appointment.

DESCRIPTION OF SUBSCRIPTION RIGHTS
This following is a summary of the general terms of the subscription rights to purchase common stock or other securities that we may offer to stockholders using this prospectus. This summary does not purport to be complete in all respects and is subject to and qualified entirely by reference to the applicable forms of subscription agent agreement and subscription certificate for a full understanding of all terms of any series of subscription rights.
Subscription rights may be issued independently or together with any other security and may or may not be transferable. As part of any subscription rights offering, we may enter into a standby underwriting or other arrangement under which the underwriters or any other person would purchase any securities that are not purchased in such subscription rights offering. If we issue subscription rights, they will be governed by a separate subscription agent agreement that we will sign with a bank or trust

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company, as rights agent, that will be named in ~~the~~an applicable prospectus ~~supplement.~~supplement relating to such subscription rights. The rights agent will act solely as our agent and will not assume any obligation to any holders of subscription rights certificates or beneficial owners of subscription rights.
The prospectus supplement relating to any subscription rights we offer will describe the specific terms of the offering and the subscription rights, including the record date for stockholders entitled to the subscription rights distribution, the number of subscription rights issued and the number of shares of common stock or other securities that may be purchased upon exercise of the subscription rights, the exercise price of the subscription rights, the date on which the subscription rights will become effective and the date on which the subscription rights will expire, and any material U.S. federal income tax considerations.
In general, a subscription right entitles the holder to purchase for cash a specific number of shares of common stock or other securities at a specified exercise price. The rights are normally issued to stockholders as of a specific record date, may be exercised only for a limited period of time and become void following the expiration of such period. If we determine to issue subscription rights, we will accompany this prospectus with a prospectus supplement that will describe, among other things:
•
the record date for stockholders entitled to receive the subscription rights;

•
the number of shares of common stock or other securities that may be purchased upon exercise of each subscription right;

•
the exercise price of the subscription rights;

•
whether the subscription rights are transferable;

•
the period during which the subscription rights may be exercised and when they will expire;

•
the steps required to exercise the subscription rights;

•
whether the subscription rights include ~~“oversubscription rights”~~"oversubscription rights" so that the holder may purchase more securities if other holders do not purchase their full allotments; and

•
whether we intend to sell the shares of common stock or other securities that are not purchased in the rights offering to an underwriter or other purchaser under a contractual ~~“standby”~~"standby" commitment or other arrangement.
If fewer than all of the subscription rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements, as described in ~~the~~an applicable prospectus ~~supplement.~~supplement relating to such subscription rights. After the close of business on the expiration date of a subscription rights offering, all unexercised subscription rights will become void.

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and us to sell to the holders, a specified number of shares of our common stock or preferred stock at a future date or dates, which we refer to in this prospectus as ~~“Stock~~"Stock Purchase Contracts.”" The price per share, and number of shares, of our common stock or preferred stock may be fixed at the time the Stock Purchase Contracts are issued or may be determined by reference to a specific formula set forth in the Stock Purchase Contracts. The Stock Purchase Contracts may be issued separately or as a part of units consisting of a Stock Purchase Contract and our debt securities or debt obligations of third parties, including Treasury securities, securing the ~~holders’~~holders' obligations to purchase the shares of our common stock under the Stock Purchase Contracts, which we refer to in this prospectus as ~~“Stock~~"Stock Purchase Units.”" The Stock Purchase Contracts may require holders to secure their obligations

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thereunder in a specified manner. The Stock Purchase Contracts also may require us to make periodic payments to the holders of the Stock Purchase Units or vice-versa and such payments may be unsecured or prefunded on some basis.
~~The~~        An applicable prospectus supplement will describe the terms of any Stock Purchase Contracts or Stock Purchase Units. The description in ~~the~~such prospectus supplement will not necessarily be complete, and reference will be made to the Stock Purchase Contracts, and, if applicable, collateral or depositary arrangements, relating to the Stock Purchase Contracts or Stock Purchase Units. Material U.S. federal income tax considerations applicable to the Stock Purchase Units and the Stock Purchase Contracts will also be discussed in ~~the applicable~~such prospectus supplement.

DESCRIPTION OF UNITS
As specified in ~~the~~an applicable prospectus supplement, we may issue units consisting of one or more debt securities, shares of common stock, shares of preferred stock or warrants or any combination of such securities, including guarantees of any securities.
A prospectus supplement and any other offering materials relating to any units issued under the registration statement containing this prospectus will specify the terms of the units, including:
•
the terms of the units and of any of the debt securities, common stock, preferred stock, warrants and guarantees comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;

•
a description of the terms of any unit agreement governing the units; and

•
a description of the provisions for the payment, settlement, transfer or exchange of the units.

PLAN OF DISTRIBUTION
We may sell the securities covered by this prospectus from time to time at market prices prevailing at the time of sale, at prices related to such prevailing market prices at the time of sale, at negotiated prices or at fixed prices, which may change from time to time. We may sell the securities directly to one or more purchasers, through agents, to dealers, through underwriters, brokers or dealers, or through a combination of any of these sales methods or through any other method permitted by law (including in ~~“at~~"at the ~~market”~~market" equity offerings as defined in Rule 415 of the Securities Act). We reserve the right to accept or reject, in whole or in part, any proposed purchase of securities, whether the purchase is to be made directly or through agents.
Each time that we use this prospectus to sell our securities, we will also provide a prospectus supplement, if required, that contains the specific terms of the offering, including:
•
the name or names of the underwriters, dealers or agents, if any, and the types and amounts of securities underwritten or purchased by each of them;

•
the public offering price of the securities and the proceeds we will receive from the sale;

•
any over-allotment options under which underwriters may purchase additional securities from us;

•
any agency fees or underwriting discounts or other items constituting ~~agents’~~agents' or ~~underwriters’~~underwriters' compensation;

•
any discounts, commissions or concessions allowed or reallowed or paid to dealers; and

•
any securities exchange or market on which the securities may be listed.
Only underwriters that we have named in a prospectus supplement will be underwriters of the securities offered by that prospectus supplement.

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If underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions set forth in ~~the~~an applicable underwriting agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered by ~~the~~an applicable prospectus supplement, other than securities covered by any over-allotment option. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in ~~the~~an applicable prospectus supplement, naming the underwriter, the nature of any such relationship.
We may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions we will pay the agent in ~~the~~an prospectus supplement. Unless ~~the~~such prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in ~~the~~an applicable prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in ~~the applicable~~such prospectus supplement.
We may provide agents and underwriters with indemnification against civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.
All securities we may offer, other than common stock or other outstanding securities, will be new issues of securities with no established trading market. Any underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the trading markets for any securities.
Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of the over-allotment option or in the open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.
Under the securities laws of some states, to the extent applicable, the securities may be sold in such states only through registered or licensed brokers or dealers. In addition, if our common stock is no longer listed on the NASDAQ Global Market or another national securities exchange, in some states the securities may not be sold unless such securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

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LEGAL MATTERS
Certain legal matters in connection with any offering of securities made by this prospectus will be passed upon for us by our counsel Barack Ferrazzano Kirschbaum & Nagelberg LLP of Chicago, Illinois. If the securities are being distributed in an underwritten offering, certain legal matters will be passed upon for the underwriters by counsel identified in the related prospectus supplement.

EXPERTS
The consolidated financial statements of QCR Holdings, Inc. as of December 31, ~~2015~~2019 and ~~2014,~~2018 and for each of the years in the three-year period ended December 31, ~~2015,~~2019 and ~~management’s assessment of~~ the effectiveness of internal control over financial reporting as of December 31, ~~2015,~~2019 incorporated in this Prospectus by reference from the QCR Holdings, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019 have been ~~incorporated~~audited by ~~reference in this prospectus in reliance upon the reports of~~ RSM US LLP, an independent registered public accounting firm, as stated in their reports thereon incorporated herein by reference, ~~herein,~~and have been incorporated in this Prospectus and Registration Statement in reliance upon such reports and upon the authority of ~~said~~such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Exchange Act and file with the SEC proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as required of a U.S. listed company. You may read and copy any document we file at the ~~SEC’s~~SEC's public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the ~~SEC’s~~SEC's web site at www.sec.gov or on our website at www.qcrh.com. However, other than our available SEC filings, the information on, or that can be accessible through, our website does not constitute a part of, and is not incorporated by reference in, this prospectus. Written requests for copies of the documents we file with the SEC should be directed to QCR Holdings, Inc., 3551 Seventh Street, Moline, Illinois 61265, Attention: ~~Corporate Secretary,~~Senior Vice President, Chief Accounting Officer, telephone: (309) ~~743-7754.~~743-7707.
This prospectus is part of a registration statement on Form S-3 filed by us with the SEC under the Securities Act. As permitted by the SEC, this prospectus does not contain all the information in the registration statement filed with the SEC. For a more complete understanding of this offering, you should refer to the complete registration statement, including exhibits, on Form S-3 that may be obtained as described above. Statements contained in this prospectus about the contents of any contract or other document are not necessarily complete. If we have filed any contract or other document as an exhibit to the registration statement or any other document incorporated by reference in the registration statement, you should read the exhibit for a more complete understanding of the contract or other document or matter involved. Each statement regarding a contract or other document is qualified in its entirety by reference to the actual contract or other document.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference the information that we file with it into this prospectus, which means that we can disclose important information to you by referring you to other documents. The information incorporated by reference is an important part of this prospectus. We incorporate by reference the following documents and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of the offering covered by this ~~offering (other than~~prospectus, as well as any filings made after that date of this registration statement of which this prospectus forms a part and prior to the effectiveness of such registration statement, but excluding, in each case, information ~~“furnished”~~"furnished" rather than ~~“filed”~~"filed" and

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information that is modified or superseded by subsequently filed documents prior to the termination of this ~~offering):~~offering:
•
our Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2019, filed with the SEC on March ~~11, 2016;~~
~~our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on May 6, 2016;~~
~~our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August 5, 2016;~~
13, 2020;

•
our Current Reports on Form 8-K filed onFebruary 13, 2020 andFebruary 18, ~~2016, February 23, 2016, May 10, 2016, May 18, 2016~~2020 (except the information furnished under Item 7.01 thereof)~~, May 23, 2016 (except the information furnished under Item 7.01 thereof), July 26, 2016, August 29, 2016, September 1, 2016~~; and ~~October 21, 2016; and~~

•
The description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on August 9, 1993, including any amendments or reports filed for the purpose of updating such description.
We will provide without charge, upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus and a copy of any or all other contracts or documents which are referred to in this prospectus. Requests should be directed to:
QCR Holdings, Inc.

Attention: ~~Corporate Secretary~~
Senior Vice President, Chief Accounting Officer
3551 Seventh Street

Moline, Illinois 61265

Telephone number: (309) ~~743-7754~~743-7707

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.    Other Expenses of Issuance and Distribution
The following table sets forth our estimated expenses to be incurred in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions. We will pay all of these expenses.

SEC Registration Fee
   $ 3,485.26
Trustee Fees
   *
Printing Expenses
   *
Rating Agency Fees
   *
Legal Fees and Expenses
   *
Accounting Fees and Expenses
   *
Miscellaneous
   *
Total
   *
* These fees are not presently known and cannot be estimated at this time, as they will be based upon, among other things, the amount and type of security being offered as well as the number of offerings.
SEC Registration Fee
$ 12,980.00
Trustee Fees
*
Printing Expenses
*
Rating Agency Fees
*
Legal Fees and Expenses
*
Accounting Fees and Expenses
*
Miscellaneous
*
Total
*
*
These fees are not presently known and cannot be estimated at this time, as they will be based upon, among other things, the amount and type of security being offered as well as the number of offerings.
Item 15.    Indemnification of Directors and Officers
Delaware ~~Law~~Law..    Section 145 of the Delaware General Corporation Law permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or another enterprise if serving at the request of the corporation. Depending on the character of the proceeding, a corporation may indemnify against expenses (including ~~attorneys’~~attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person indemnified acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the ~~person’s~~person's conduct was unlawful. In the case of an action by or in the right of the corporation, no indemnification may be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine that, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or in the defense of any action, suit or proceeding referred to above, or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including ~~attorneys’~~attorneys' fees) actually and reasonably incurred by him or her in connection therewith.
Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability: (a) for any breach of the ~~director’s~~director's duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) for payments of unlawful dividends or unlawful stock repurchases, redemptions or other distributions or (d) for any transactions from which the director derived an improper personal benefit.
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Certificate of Incorporation and ~~Bylaws~~Bylaws..    Article IX of our Certificate of Incorporation and Section 7.2 of our Bylaws provide that we shall, to the full extent permitted by law, indemnify those persons whom we may indemnify pursuant thereto, and contain provisions substantially similar to Section 145 of the Delaware General Corporation Law.
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Liability ~~Insurance~~Insurance..    We have obtained ~~directors’~~directors' and ~~officers’~~officers' liability insurance. The policy provides for ~~$15.0~~$30.0 million in coverage including prior acts dating to the ~~Company’s~~Company's inception and liabilities under the Securities Act.
Item 16.    Exhibits
Exhibit
Number
Description of Exhibits
1.1 Form of Underwriting Agreement.*

1.2

Form of Placement Agent Agreement.*

3.1

Certificate of Incorporation of QCR Holdings, Inc. ~~and amendments thereto~~, as amended (incorporated by reference to Exhibit 3.1 of the ~~Company’s Amended~~Company's Quarterly Report on Form ~~10-Q/~~10 Q/A Amendment No. 1 for the ~~quarter~~period ended September 30, 2011).

3.2

Bylaws of QCR Holdings, Inc.~~, as amended and restated~~ (incorporated by reference to Exhibit 3.1 of the ~~Company’s Current Report on~~Company's Form ~~8-K~~8 K filed ~~November 20, 2015)~~February 19, 2019).

4.1

Specimen of stock certificate representing QCR Holdings, Inc. common stock (incorporated by reference to Exhibit 4.1 of the ~~Company’s~~Company's Registration Statement on Form SB-2 filed August 3, 1993 (Registration No. 33-67028)).

4.2

Form of Certificate of Designations of Preferred Stock.*

4.3

Form of Preferred Stock Certificate.*

4.4

Form of Warrant and Warrant Certificate.*

4.5

Form of Indenture.***
  ~~4.5~~

4.6 ~~Form of Indenture (incorporated by reference to Exhibit 4.5 of the Company’s Registration Statement on Form S-3 filed June 30, 2014 (Registration No. 33-197129)).~~

  ~~4.6~~
Form of Senior Debt Security.*

4.7

Form of Subordinated Debt Security.*

4.8

Form of Purchase Contract Agreement.*

4.9

Form of Depositary Agreement and Depositary Receipt.*

4.10

Form of Subscription Certificate.*

4.11

Form of Subscription Agent Agreement.*

4.12

Form of Unit Agreement and Unit Certificate.*

5.1

Opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP (including consent).***

~~12.1~~
23.1
~~Calculation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.~~
~~23.1~~
Consent of RSM US LLP.

23.2

Consent of Barack Ferrazzano Kirschbaum & Nagelberg LLP (included in Exhibit 5.1).***

24.1

Power of Attorney.***
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~~24.1~~ Exhibit
Number Description of Exhibits
~~Power of Attorney (included on the signature page to the registration statement).~~
25.1 Statement of Eligibility of Trustee on Form T-1 for the Senior Indenture and Subordinated Indenture.**
*
To be filed either by amendment or as an exhibit to a report filed under the Exchange Act, and incorporated herein by reference.

**
To be filed separately under the electronic form type "305B2" pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.

***
Previously filed.
* ~~To be filed either by amendment or as an exhibit to a report filed under the Exchange Act, and incorporated herein by reference.~~
** ~~To be filed separately under the electronic form type “305B2” pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.~~
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Item 17.    Undertakings
The undersigned registrant hereby undertakes:
~~(1)~~ ~~To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:~~
~~(i)~~ ~~to include any prospectus required by Section 10(a)(3) of the Securities Act;~~
~~(ii)~~ to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
~~(iii)~~ to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii)
to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act, that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
~~(2)~~ That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
~~(3)~~ ~~To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.~~
~~(4)~~ ~~That, for the purpose of determining liability under the Securities Act to any purchaser:~~
~~(i)~~ each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
~~(ii)~~
each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4)
That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)
each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)
each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to the registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)
any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)
the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)
any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)
That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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~~statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.~~
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(7)
To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act of 1939.

~~(5)~~ That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to the registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
~~(i)~~ ~~any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;~~
~~(ii)~~ ~~any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;~~
~~(iii)~~ the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
~~(iv)~~ ~~any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.~~
~~(6)~~ That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
~~(7)~~ To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act of 1939.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the indemnification provisions described in Item 15 above, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES

~~II-4~~
~~SIGNATURES~~
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Moline, state of Illinois, on the 27^th1st day of ~~October, 2016.~~April, 2020.
QCR HOLDINGS, INC.
~~By:~~

By:
/s/ TODD A. GIPPLE
Todd A. Gipple
~~Todd A. Gipple~~
~~Executive Vice~~
President, Chief Operating Officer and
Chief Financial Officer
~~POWER OF ATTORNEY~~
Each person whose signature appears below hereby constitutes and appoints each of Douglas M. Hultquist and Todd A. Gipple his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, to sign on his or her behalf, individually and in each capacity stated below, all amendments and post-effective amendments to this registration statement on Form S-3 (including any registration statement filed pursuant to Rule 462(b) under the Securities Act, and all amendments thereto) and to file the same, with all exhibits thereto and any other documents in connection therewith, with the SEC under the Securities Act, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as each might or could do in person, hereby ratifying and confirming each act that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on ~~October 27, 2016.~~April 1, 2020.
Signature
Title
~~Signature~~

*
Patrick S. Baird
~~Title~~
~~/s/ Patrick S. Baird~~
~~Chair of the Board of Directors~~
~~Patrick S. Baird~~
~~/s/ Marie Z. Ziegler~~
~~Vice~~ Chair of the Board of Directors

*
Marie Z. Ziegler

Vice Chair of the Board of Directors

/s/ ~~Douglas M. Hultquist~~
LARRY J. HELLING
Larry J. Helling
~~President,~~
Chief Executive Officer and Director
~~Douglas M. Hultquist~~

(Principal Executive Officer)

/s/ TODD A. GIPPLE
Todd A. Gipple

~~Executive Vice~~
President, Chief Operating Officer,
~~Todd A. Gipple~~
Chief Financial Officer and Director

(Principal Financial Officer)

*
Nick W. Anderson

Chief Accounting Officer
(Principal Accounting Officer)

*
John-Paul E. Besong

Director

*
Mary Kay Bates

Director
II-6
Table of Contents
Signature
Title
~~/s/ Elizabeth A. Grabin~~

~~Vice President, Controller & Director of Financial~~
~~Elizabeth A. Grabin~~
~~Reporting~~
~~(Principal Accounting Officer)~~
~~/s/ John-Paul E. Besong~~
*
Mark C. Kilmer Director
~~John-Paul E. Besong~~

*
James Field

Director

*
Michael L. Peterson

Director

*
Timothy O'Reilly

Director

*
George T. Ralph III

Director

*
Donna J. Sorensen, J.D.

Director
~~II-5~~
~~Signature~~*By:

~~Title~~
/s/ ~~James J. Brownson~~TODD A. GIPPLE
Todd A. Gipple
Attorney-in-Fact
~~Director~~
~~James J. Brownson~~
~~/s/ Larry J. Helling~~
~~Director~~
~~Larry J. Helling~~
~~/s/ Mark C. Kilmer~~
~~Director~~
~~Mark C. Kilmer~~
~~/s/ Linda K. Neuman~~
~~Director~~
~~Linda K. Neuman~~
~~/s/ Michael L. Peterson~~
~~Director~~
~~Michael L. Peterson~~
~~/s/ Ronald G. Peterson~~
~~Director~~
~~Ronald G. Peterson~~
~~/s/ George T. Ralph III~~
~~Director~~
~~George T. Ralph III~~
~~/s/ Donna J. Sorensen~~
~~Director~~
~~Donna J. Sorensen~~
~~II-6~~
~~EXHIBIT INDEX~~
~~Exhibit~~
~~Number~~
~~Description of Exhibits~~
  ~~1.1~~ Form of Underwriting Agreement.*
  ~~1.2~~ Form of Placement Agent Agreement.*
  ~~3.1~~ Certificate of Incorporation of QCR Holdings, Inc. and amendments thereto (incorporated by reference to Exhibit 3.1 of the Company’s Amended Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2011).
  ~~3.2~~ ~~Bylaws of QCR Holdings, Inc., as amended and restated (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed November 20, 2015).~~
  ~~4.1~~ Specimen of stock certificate representing QCR Holdings, Inc. common stock (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form SB-2 filed August 3, 1993 (Registration No. 33-67028)).
  ~~4.2~~ Form of Certificate of Designations of Preferred Stock.*
  ~~4.3~~ Form of Preferred Stock Certificate.*
  ~~4.4~~ Form of Warrant and Warrant Certificate.*
  ~~4.5~~ ~~Form of Indenture (incorporated by reference to Exhibit 4.5 of the Company’s Registration Statement on Form S-3 filed June 30, 2014 (Registration No. 33-197129)).~~
  ~~4.6~~ Form of Senior Debt Security.*
  ~~4.7~~ Form of Subordinated Debt Security.*
  ~~4.8~~ Form of Purchase Contract Agreement.*
  ~~4.9~~ Form of Depositary Agreement and Depositary Receipt.*
  ~~4.10~~ Form of Subscription Certificate.*
  ~~4.11~~ Form of Subscription Agent Agreement.*
  ~~4.12~~ Form of Unit Agreement and Unit Certificate.*
  ~~5.1~~ ~~Opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP (including consent).~~
~~12.1~~ ~~Calculation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.~~
~~23.1~~ ~~Consent of RSM US LLP.~~
~~23.2~~ ~~Consent of Barack Ferrazzano Kirschbaum & Nagelberg LLP (included in Exhibit 5.1).~~
~~24.1~~ ~~Power of Attorney (included on the signature page to the registration statement).~~
~~25.1~~ Statement of Eligibility of Trustee on Form T-1 for the Senior Indenture and Subordinated Indenture.**
* ~~To be filed by amendment or as an exhibit to a document incorporated by reference herein.~~
** ~~To be filed separately under the electronic form type “305B2” pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.~~
II-7

Title of each class of securities to be registered	Proposed maximum aggregate offering price(1)	Amount of registration fee(1)(2)




Common Stock, $1.00 par value per share(3)

Preferred Stock, $1.00 par value per share(3)

Debt Securities(4)

Warrants(5)

Depositary Shares(6)

Subscription Rights(7)

Stock Purchase Contracts

Stock Purchase Units

Units

TOTAL	$100,000,000.00	$12,980.00



Title of each class of securities to be registered	Amount to be registered (1)	Proposed maximum aggregate price per unit (1)	Proposed maximum aggregate offering price (1)(2)	Amount of registration fee (1)(2)
Common Stock, $1.00 par value per share(3)
Preferred Stock, $1.00 par value per share(3)
Debt Securities(4)
Warrants(5)
Depositary Shares(6)
Subscription Rights(7)
Stock Purchase Contracts
Stock Purchase Units
Units
TOTAL			$100,000,000.00	$3,485.26


	For the six months ended June 30,		For the years ended December 31,
	2016		2015		2014		2013		2012		2011
Ratio of earnings to fixed charges:
Excluding interest on deposits		6.42		3.24		2.32		2.12		1.91		1.40
Including interest on deposits		3.96		2.50		1.97		1.83		1.62		1.25
Ratio of earnings to fixed charges and preferred stock dividends:
Excluding interest on deposits(1)		6.42		3.24		2.04		1.55		1.36		0.90
Including interest on deposits(1)		3.96		2.50		1.79		1.43		1.27		0.93


RISK FACTORS	1

ABOUT THIS PROSPECTUS	1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	1

QCR HOLDINGS, INC.	2

USE OF PROCEEDS	3

~~RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS~~	3

DESCRIPTION OF SECURITIES WE MAY OFFER	4	3

DESCRIPTION OF CAPITAL STOCK	4	3

DESCRIPTION OF DEBT SECURITIES	9	8

DESCRIPTION OF WARRANTS	15	16

DESCRIPTION OF DEPOSITARY SHARES	16	17

DESCRIPTION OF SUBSCRIPTION RIGHTS	18	19

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS	19	20

DESCRIPTION OF UNITS	20	21

PLAN OF DISTRIBUTION	20	21

LEGAL MATTERS	21	23

EXPERTS	21	23

WHERE YOU CAN FIND MORE INFORMATION	22	23

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	22	23


SEC Registration Fee	$	3,485.26
Trustee Fees		*
Printing Expenses		*
Rating Agency Fees		*
Legal Fees and Expenses		*
Accounting Fees and Expenses		*
Miscellaneous		*
Total		*


SEC Registration Fee	$	12,980.00
Trustee Fees			*
Printing Expenses			*
Rating Agency Fees			*
Legal Fees and Expenses			*
Accounting Fees and Expenses			*
Miscellaneous			*
Total			*


	Exhibit Number			Description of Exhibits

	1.1		Form of Underwriting Agreement.*

1.2		Form of Placement Agent Agreement.*

3.1		Certificate of Incorporation of QCR Holdings, Inc. ~~and amendments thereto~~, as amended (incorporated by reference to Exhibit 3.1 of the ~~Company’s Amended~~Company's Quarterly Report on Form ~~10-Q/~~10 Q/A Amendment No. 1 for the ~~quarter~~period ended September 30, 2011).

3.2		Bylaws of QCR Holdings, Inc.~~, as amended and restated~~ (incorporated by reference to Exhibit 3.1 of the ~~Company’s Current Report on~~Company's Form ~~8-K~~8 K filed ~~November 20, 2015)~~February 19, 2019).

4.1		Specimen of stock certificate representing QCR Holdings, Inc. common stock (incorporated by reference to Exhibit 4.1 of the ~~Company’s~~Company's Registration Statement on Form SB-2 filed August 3, 1993 (Registration No. 33-67028)).

4.2		Form of Certificate of Designations of Preferred Stock.*

4.3		Form of Preferred Stock Certificate.*

4.4		Form of Warrant and Warrant Certificate.*
	4.5		Form of Indenture.***
~~4.5~~	4.6	~~Form of Indenture (incorporated by reference to Exhibit 4.5 of the Company’s Registration Statement on Form S-3 filed June 30, 2014 (Registration No. 33-197129)).~~

~~4.6~~		Form of Senior Debt Security.*

4.7		Form of Subordinated Debt Security.*

4.8		Form of Purchase Contract Agreement.*

4.9		Form of Depositary Agreement and Depositary Receipt.*

4.10		Form of Subscription Certificate.*

4.11		Form of Subscription Agent Agreement.*

4.12		Form of Unit Agreement and Unit Certificate.*

5.1		Opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP (including consent).***

~~12.1~~ 23.1		~~Calculation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.~~

~~23.1~~		Consent of RSM US LLP.

23.2		Consent of Barack Ferrazzano Kirschbaum & Nagelberg LLP (included in Exhibit 5.1).***
	24.1		Power of Attorney.***


~~24.1~~	Exhibit Number		Description of Exhibits
	~~Power of Attorney (included on the signature page to the registration statement).~~

25.1		Statement of Eligibility of Trustee on Form T-1 for the Senior Indenture and Subordinated Indenture.**


		QCR HOLDINGS, INC.

~~By:~~
By:	/s/ TODD A. GIPPLE Todd A. Gipple
	~~Todd A. Gipple~~
	~~Executive Vice~~ President, Chief Operating Officer and Chief Financial Officer

Signature		Title

~~Signature~~
* Patrick S. Baird		~~Title~~
~~/s/ Patrick S. Baird~~		~~Chair of the Board of Directors~~
~~Patrick S. Baird~~

~~/s/ Marie Z. Ziegler~~		~~Vice~~ Chair of the Board of Directors
* Marie Z. Ziegler		Vice Chair of the Board of Directors

/s/ ~~Douglas M. Hultquist~~ LARRY J. HELLING Larry J. Helling		~~President,~~ Chief Executive Officer and Director
~~Douglas M. Hultquist~~		(Principal Executive Officer)

/s/ TODD A. GIPPLE Todd A. Gipple		~~Executive Vice~~ President, Chief Operating Officer,
~~Todd A. Gipple~~		Chief Financial Officer and Director (Principal Financial Officer)
* Nick W. Anderson		Chief Accounting Officer (Principal Accounting Officer)
* John-Paul E. Besong		Director
* Mary Kay Bates		Director

Signature		Title

~~/s/ Elizabeth A. Grabin~~		~~Vice President, Controller & Director of Financial~~
~~Elizabeth A. Grabin~~		~~Reporting~~ ~~(Principal Accounting Officer)~~

~~/s/ John-Paul E. Besong~~ * Mark C. Kilmer		Director
~~John-Paul E. Besong~~ * James Field		Director
* Michael L. Peterson		Director
* Timothy O'Reilly		Director
* George T. Ralph III		Director
* Donna J. Sorensen, J.D.		Director


~~Signature~~*By:		~~Title~~

/s/ ~~James J. Brownson~~TODD A. GIPPLE Todd A. Gipple Attorney-in-Fact		~~Director~~
~~James J. Brownson~~

~~/s/ Larry J. Helling~~		~~Director~~
~~Larry J. Helling~~

~~/s/ Mark C. Kilmer~~		~~Director~~
~~Mark C. Kilmer~~

~~/s/ Linda K. Neuman~~		~~Director~~
~~Linda K. Neuman~~

~~/s/ Michael L. Peterson~~		~~Director~~
~~Michael L. Peterson~~

~~/s/ Ronald G. Peterson~~		~~Director~~
~~Ronald G. Peterson~~

~~/s/ George T. Ralph III~~		~~Director~~
~~George T. Ralph III~~

~~/s/ Donna J. Sorensen~~		~~Director~~
~~Donna J. Sorensen~~


~~Exhibit~~ ~~Number~~		~~Description of Exhibits~~

~~1.1~~		Form of Underwriting Agreement.*

~~1.2~~		Form of Placement Agent Agreement.*

~~3.1~~		Certificate of Incorporation of QCR Holdings, Inc. and amendments thereto (incorporated by reference to Exhibit 3.1 of the Company’s Amended Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2011).

~~3.2~~		~~Bylaws of QCR Holdings, Inc., as amended and restated (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed November 20, 2015).~~

~~4.1~~		Specimen of stock certificate representing QCR Holdings, Inc. common stock (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form SB-2 filed August 3, 1993 (Registration No. 33-67028)).

~~4.2~~		Form of Certificate of Designations of Preferred Stock.*

~~4.3~~		Form of Preferred Stock Certificate.*

~~4.4~~		Form of Warrant and Warrant Certificate.*

~~4.5~~		~~Form of Indenture (incorporated by reference to Exhibit 4.5 of the Company’s Registration Statement on Form S-3 filed June 30, 2014 (Registration No. 33-197129)).~~

~~4.6~~		Form of Senior Debt Security.*

~~4.7~~		Form of Subordinated Debt Security.*

~~4.8~~		Form of Purchase Contract Agreement.*

~~4.9~~		Form of Depositary Agreement and Depositary Receipt.*

~~4.10~~		Form of Subscription Certificate.*

~~4.11~~		Form of Subscription Agent Agreement.*

~~4.12~~		Form of Unit Agreement and Unit Certificate.*

~~5.1~~		~~Opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP (including consent).~~

~~12.1~~		~~Calculation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.~~

~~23.1~~		~~Consent of RSM US LLP.~~

~~23.2~~		~~Consent of Barack Ferrazzano Kirschbaum & Nagelberg LLP (included in Exhibit 5.1).~~

~~24.1~~		~~Power of Attorney (included on the signature page to the registration statement).~~

~~25.1~~		Statement of Eligibility of Trustee on Form T-1 for the Senior Indenture and Subordinated Indenture.**

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