NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS
                              OF QCR HOLDINGS, INC.
                             CONCERNING YOUR RIGHTS
                          REGARDING QCR HOLDINGS STOCK

                                December 7, 2004

         As a  director  or  executive  officer  of  QCR  Holdings,  Inc.  ("QCR
Holdings"),  you are subject to the  restrictions  under  Section  306(a) of the
Sarbanes-Oxley  Act of 2002 (the "Act"),  which  prohibits  certain stock trades
during employee benefit plan blackout periods.

         This notice is to inform you that as a director or executive officer of
QCR Holdings,  you will be unable to, either  directly or indirectly,  purchase,
sell or otherwise  acquire or transfer  any of your QCR Holdings  stock that you
acquired  in  connection  with your  services  or  employment  as a director  or
executive officer, due to a blackout period under the QCR Holdings,  Inc. 401(k)
Profit Sharing Plan (the "401(k) Plan").

         The 401(k) Plan's  blackout  period is a result of changing  investment
options  and  changing  record-keepers  and  affects  all  of  the  401(k)  Plan
participants and beneficiaries. Accordingly, a concurrent restriction on trading
by QCR Holdings'  directors and executive  officers  under Section 306(a) of the
Act will apply.

         The blackout  period will  specifically  apply to QCR  Holdings  common
stock.  During the blackout  period,  you will be prohibited  from,  directly or
indirectly,  purchasing,  selling or otherwise  acquiring or transferring equity
securities of QCR Holdings (or derivative securities of those equity securities,
such as stock  options)  that you acquired in  connection  with your services or
employment as a director or executive  officer.  With limited  exceptions,  this
includes  all  securities  acquired  while  a  director  or  executive  officer.
Therefore,  the prohibition on  transactions by you applies to amounts,  if any,
you may have  invested  in QCR  Holdings  stock under the 401(k) Plan and to QCR
Holdings stock you otherwise hold. This  prohibition  also applies to any direct
or indirect  pecuniary  interest  you may have in such  securities,  such as QCR
Holdings  stock held by  immediate  family  members  living with you, or held in
trust, or by controlled  partnerships or  corporations.  If you are scheduled or
plan to purchase,  acquire,  exercise,  sell or otherwise transfer shares of QCR
Holdings common stock during the blackout period, whether pursuant to the direct
purchase  component  of  the  Dividend  Reinvestment  Plan,  a  10b5-1  plan  or
otherwise,  you must  notify  Shellee  Showalter  to  determine  whether you are
permitted to complete the transaction.

     The  blackout  period for the 401(k)  Plan is expected to begin on December
30, 2004 and end January 31, 2005.

         If you have any  questions  regarding the blackout  period,  you should
contact Shellee Showalter at ([309]) [743-7760].