State of Delaware
                                                              Secretary of State
                                                        Division of Corporations
                                                         Filed 09:00 AM 10/24/02
                                                             020658533 - 2324794


                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                               QCR HOLDINGS, INC.


QCR  Holdings,  Inc.  (hereinafter  called  the  "Corporation"),  a  corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, as amended, does hereby certify that:

1.   The name of the Corporation is: QCR Holdings, Inc.

2.   The first sentence of Article XII of the  Certificate of  Incorporation  of
     the Corporation is hereby amended to read in its entirety as follows:

          The number of  directors  constituting  the entire  board of directors
          shall not be less than  three nor more than  twelve as fixed from time
          to time by  resolution of not less than 80% of the number of directors
          which immediately prior to such proposed change had been fixed, in the
          manner   prescribed   herein,   by  the  board  of  directors  of  the
          corporation, provided, however, that the number of directors shall not
          be  reduced  as to  shorten  the term of any  director  at the time in
          office,   and   provided   further,   that  the  number  of  directors
          constituting  the  entire  board  of  directors  shall  be nine  until
          otherwise fixed as described immediately above.

3.   The following provision is hereby added to the Certificate of Incorporation
     of the Corporation as a new Article XVI to read in its entirety as follows:

                                   ARTICLE XVI

                            NON-STOCKHOLDER INTERESTS

          In connection with the exercise of its judgment in determining what is
          in the best interests of the  Corporation  and its  stockholders  when
          evaluating a proposal by another person or persons to make a tender or
          exchange  offer for any  equity  security  of the  Corporation  or any
          subsidiary,  to  merge or  consolidate  with  the  Corporation  or any
          subsidiary  or to purchase or otherwise  acquire all or  substantially
          all of the assets of the Corporation or any  subsidiary,  the board of
          directors of the Corporation may consider all of the following factors
          and any other factors which it deems relevant: (A) the adequacy of the
          amount to be paid in  connection  with any such  transaction;  (B) the
          social and economic  effects of the transaction on the Corporation and
          its  subsidiaries  and the other elements of the  communities in which
          the Corporation or its  subsidiaries  operate or are located;  (C) the
          business  and  financial  condition  and  earnings  prospects  of  the
          acquiring  person or  persons,  including,  but not  limited  to, debt
          service and other  existing  or likely  financial  obligations  of the
          acquiring  person  or  persons,   and  the  possible  effect  of  such
          conditions  upon the Corporation  and its  subsidiaries  and the other
          elements  of  the   communities  in  which  the  Corporation  and  its
          subsidiaries operate or are located;  (D) the competence,  experience,
          and  integrity  of the  acquiring  person or persons  and its or their
          management;  and (E) any antitrust or other legal or regulatory issues
          which may be raised by any such transaction."

4.   The amendment to the Certificate of Incorporation herein certified has been
     duly  adopted in  accordance  with the  provisions  of  Section  242 of the
     General Corporation Law of the State of Delaware.

Dated as of the 23rd day of October, 2002.

                                            QCR HOLDINGS, INC.

                                            By:  /s/ Douglas M. Hultquist
                                                 -------------------------------
                                                 Douglas M. Hultquist, President


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