<PAGE>   1
 
                                  Amcore Logo
 
                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
 
                             TO BE HELD MAY 6, 1997
 
TO THE STOCKHOLDERS OF AMCORE FINANCIAL, INC.:
 
     The Annual Meeting of Stockholders of AMCORE Financial, Inc., a Nevada
corporation, will be held at Michael's at Perryville, 601 North Perryville Road,
Rockford, Illinois on May 6, 1997, at 5:30 p.m., Rockford time, for the
following purposes:
 
          1. To elect four directors;
 
          2. To ratify the appointment of McGladrey & Pullen, LLP as auditors;
             and
 
          3. To transact such other business as may properly come before the
             meeting or any adjournment thereof.
 
     Only stockholders of record at the close of business on March 17, 1997 are
entitled to notice of and to vote at the meeting or any adjournment of the
meeting.
 
     Stockholders are cordially invited to attend the Annual Meeting. However,
whether or not you expect to be present in person at the Annual Meeting, you are
requested to SIGN, DATE AND RETURN THE ENCLOSED PROXY in the enclosed addressed
envelope. The proxy may be revoked at any time before it is voted, provided that
written notice thereof has been given to the Secretary of the Company. If you
are present at the meeting, you may vote your shares in person and the proxy
will not be used.
 
     For further information concerning individuals nominated as directors, the
appointment of McGladrey & Pullen, LLP as auditors and the use of the proxy, you
are respectfully urged to read the Proxy Statement on the following pages.
 
                                           By order of the Board of Directors,
 
                                          JAMES WADDELL
                                                     James S. Waddell
                                                        Secretary
 
March 27, 1997
Rockford, Illinois
<PAGE>   2
 
                             AMCORE FINANCIAL, INC.
                               501 SEVENTH STREET
                            ROCKFORD, ILLINOIS 61104
 
                                                                  March 27, 1997
 
                                PROXY STATEMENT
 
     This proxy statement is furnished in connection with the solicitation of
proxies to be voted at the Annual Meeting of Stockholders of AMCORE Financial,
Inc. (Company), a Nevada corporation, to be held on May 6, 1997 at 5:30 p.m.,
Rockford time, at Michael's at Perryville, 601 North Perryville Road, Rockford,
Illinois and any adjournment thereof, and further to inform the stockholders
concerning the use of the proxy and the business to be transacted at the
meeting.
 
     The enclosed proxy is solicited by the Board of Directors of the Company.
The proxy may be revoked at any time before it is voted. Proxies may be revoked
by filing written notice of revocation with the Secretary of the Company before
the meeting or by attending the meeting and voting in person. The items
enumerated herein constitute the only business which the Board of Directors
intends to present or is informed that others will present at the meeting. The
proxy does, however, confer discretionary authority upon the persons named
therein, or their substitutes, with respect to any other business which may
properly come before the meeting. Stockholders are entitled to one vote for each
share. Only stockholders of record at the close of business on March 17, 1997
are entitled to notice of and to vote at the meeting.
 
     Pursuant to the Bylaws of the Company, a majority of the outstanding shares
of the Company entitled to vote, represented in person or by proxy, shall
constitute a quorum at the meeting. Directors shall be elected by a plurality of
the votes cast in the election of directors. Any action to be taken by a vote of
the stockholders, other than the election of directors, must be authorized by a
majority of the votes cast at a meeting of stockholders by the holders of shares
entitled to vote thereon. Under applicable Nevada law, in tabulating the vote,
broker non-votes will be disregarded and will have no effect on the outcome of
the vote.
 
     The expenses in connection with the solicitation of proxies will be borne
by the Company. Solicitation will be made by mail, but may in some cases also be
made by telephone or personal call by officers, directors or regular employees
of the Company who will not be specially compensated for such solicitation. This
proxy statement and the accompanying proxy are first being mailed or delivered
to stockholders on or about March 27, 1997.
 
                        ITEM 1 -- ELECTION OF DIRECTORS
 
     In the election of the Board of Directors, stockholders are entitled to one
vote for each common share owned by them for each of the four nominees. They may
not cumulate their votes. As of March 17, 1997, the Company had outstanding
14,316,757 shares of common stock.
 
     There are four Class II directors to be elected at the 1997 Annual Meeting.
 
     Proxy votes not limited to the contrary will be cast for the election of
the nominees named below, but should any of such individuals unexpectedly become
unavailable for election, the proxies reserve the right to nominate and vote for
such other person or persons as they shall designate.
<PAGE>   3
 
     The following sets forth the names, ages, principal occupations and other
information regarding the director nominees and those directors whose terms
continue after the meeting.
 
     Nominees for Class II directors whose terms will expire in 2000 are:
 
     Milton R. Brown--Director since 1989
 
Mr. Brown, age 65, is Chairman, President and Chief Executive Officer of Suntec
Industries Incorporated (manufacturer of fuel unit components), is a Director of
Suntec Industries Incorporated, and a Director of Suntec Industries France. He
is a Director of CLARCOR (diversified manufacturer).
 
     Carl J. Dargene--Director since 1982
 
Mr. Dargene, age 66, is Chairman of the Board of Directors of the Company. He
retired in December 1995 as President and Chief Executive Officer of the
Company. He is Vice Chairman and Director of AMCORE Investment Group, N.A. He is
a Director of Woodward Governor Company (manufacturer of controls for various
types of engines) and of CLARCOR (diversified manufacturer). He was previously
Chairman of the Board of Directors for AMCORE Bank N.A., Rockford until December
1996, a director of AMCORE Bank Dixon until 1993 and AMCORE Bank N.A., Northwest
until 1993.
 
     Richard C. Dell--Director since 1994
 
Mr. Dell, age 51, has been Group President of Newell Company (diversified
manufacturer) since June 1992. He was previously President of Amerock
Corporation.
 
     William R. McManaman
 
Mr. McManaman, age 49, has been Vice President--Finance and Chief Financial
Officer of Dean Foods Company since October 1995. He was previously Vice
President--Finance of Brunswick Corporation.
 
     Those directors whose terms do not expire this year are:
 
CLASS III (TERMS EXPIRE 1998)
 
     Robert A. Doyle--Director since 1982
 
Mr. Doyle, age 70, is President of Yenom, Inc. (real estate investment).
 
     Ted Ross--Director since 1982
 
Mr. Ross, age 65, is President of Ross Consulting, Inc., previously TRoss, Inc.,
(financial consultants). He has been a Director of Precision Products Group,
Inc. (manufacturer of tubes and springs) since December 1992.
 
     Robert J. Smuland--Director since 1992
 
Mr. Smuland, age 61, was previously Executive Vice President and Chief Operating
Officer of Sundstrand Corporation, Aerospace (manufacturer of industrial and
aerospace products) until June 1996, a Director of Sundstrand Corporation until
June 1996 and a Director of AMCORE Bank, Rockford, N.A., until May 1992.
 
     Jack D. Ward--Director since 1995
 
Mr. Ward, age 44, is an Attorney at Law and Partner with the law firm of Reno,
Zahm, Folgate, Lindberg & Powell, and was previously a Director of AMCORE
Mortgage, Inc. until May 1995.
 
     Gary L. Watson--Director since 1987
 
Mr. Watson, age 51, is President of Newspaper Division, Gannett Co., Inc.
 
CLASS I (TERMS EXPIRE 1999)
 
     Theresa Paulette Gilbert--Director since 1993
 
Mrs. Gilbert, age 47, is a Professor at Rock Valley College. She has been Chair
of the Personnel Committee of the Discovery Center, Riverfront Museum Park since
January 1994 and Secretary of Discovery Center Board of Directors since 1997.
 
                                        2
<PAGE>   4
 
     Lawrence E. Gloyd--Director since 1987
 
Mr. Gloyd, age 64, has been Chairman and Chief Executive Officer of CLARCOR
(diversified manufacturer) since March 1995 and is a Director of CLARCOR. He was
previously the Chairman, President and Chief Executive Officer of CLARCOR. He is
a Director of Thomas Industries, Inc. (manufacturer of lighting fixtures, pumps
and compressors), a Director of G.U.D. Holdings LTD (diversified manufacturer)
and a Director of Woodward Governor Company (manufacturer of controls for
various types of engines).
 
     Robert J. Meuleman--Director since 1995
 
Mr. Meuleman, age 57, has been President and Chief Executive Officer of the
Company since January 1996. He was previously Executive Vice President and Chief
Operating Officer, Banking Subsidiaries. He is a director of AMCORE Bank N.A.,
Rockford and a director of AMCORE Financial Life Insurance Company.
 
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES
 
     The Company has an Executive Committee whose members are Messrs. Dargene,
Doyle, Gloyd, Meuleman and Ross. The Executive Committee exercises those powers
of the Board of Directors in the management of the Company which have been
delegated to it by the Board of Directors. The Executive Committee met three
times during 1996.
 
     The Company has an Audit Committee whose members are Mrs. Gilbert and
Messrs. Brown, Ward and Watson. Mr. Dargene serves as an ex-officio member of
this Committee. The late Mr. Frank A. Fiorenza served on this committee through
July 1996. The duties of the Audit Committee are to review the proposed scope of
the annual audit and the results and recommendations of the independent auditors
upon completion of the annual audit; nominate a firm of independent auditors to
be submitted to the Board of Directors for approval and subsequent ratification
by stockholders at the annual meeting; recommend the compensation of the
independent auditors; review the Company's system of internal controls and the
performance of its internal auditors; and monitor compliance by management with
certain Company policies. The Audit Committee met quarterly during 1996.
 
     The Company has an Investment Committee whose members are Messrs. Doyle,
Henry, Meuleman and Ross. Messrs. Dargene, Paul Donovan, AMCORE Bank N.A.,
Rockford Director, Jay H. Evans, AMCORE Capital Management, Inc. President, and
Charles E. Gagnier serve as ex-officio members of the committee. The Investment
Committee establishes the investment policies of the Company and its
subsidiaries. The Investment Committee meets as necessary. During 1996, the
Investment Committee met four times.
 
     The Company has a Compensation Committee to advise the Company concerning
its employee compensation and benefit policies and to administer the Company's
Long-Term Incentive Plan, 1992 Stock Incentive Plan and 1995 Stock Incentive
Plan. The Compensation Committee also administers the Restricted Stock Plan for
Non-Employee Directors of the Company and its Participating Subsidiaries and the
1994 Stock Option Plan for Non-Employee Directors. The members of the
Compensation Committee are Messrs. Dell, Gloyd, and Smuland. Messrs. Dargene and
Meuleman serve as ex-officio members. Mr. Fiorenza served on this committee
through July 1996. During 1996, the Compensation Committee held four meetings. A
report of the Compensation Committee is set forth on page eleven of this Proxy
Statement.
 
     The Company has an Advisory Committee which is a subcommittee of the
Compensation Committee and designated as the advisor for the AMCORE Financial
Security Plan. Messrs. Dell, Gloyd, Ross, Smuland, Ward and Watson served on
this subcommittee. Mr. Fiorenza served on this committee in 1996. During 1996,
the Advisory Committee met two times and then was dissolved on April 2, 1996.
 
     The Company has a Directors Affairs Committee whose members are Mrs.
Gilbert and Messrs. Brown, Dell, Henry, and Smuland. Messrs. Dargene and
Meuleman serve as ex-officio members of this Committee. The primary duties of
the Directors Affairs Committee are to provide nominations to the Board of
Directors, make recommendations regarding directors' remuneration, recommend
policies for the retirement of directors and fulfill other responsibilities as
may be delegated to it by the Board of Directors. The Directors Affairs
Committee meets as necessary. During 1996, the Directors Affairs Committee met
three times.
 
                                        3
<PAGE>   5
 
     As of December 31, 1996, the Company had no other committees of the Board
of Directors.
 
     The Board of Directors met six times during 1996. All directors, except
Messrs. Dell and Watson, attended at least 75% of the Board meetings and
meetings held by all committees of the Board on which they served during the
period they were directors in 1996.
 
     Directors of the Company, other than Messrs. Dargene and Meuleman, earned
an annual retainer of $10,000 of the Company's common stock, pursuant to the
Non-Employee Director's Stock Plan, for services rendered to the Company as a
member of its Board of Directors. All non-employee directors earned a fee of
$600 for each Board and committee meeting attended during 1996. All non-employee
committee chairmen earned a one time fee of $1,000. Mr. Dargene was paid
$200,000 for services rendered as Chairman of the Board of Directors of the
Company in 1996. Messrs. David A. Carlson, Thomas L. Clinton, and C. Roger
Greene, as Director Emeriti, receive a lifetime retainer of $7,000 per year. Dr.
Henry will retire on May 6, 1997, and, as a Director Emeritus, will receive a
lifetime retainer of $10,000 per year. All non-employee directors were granted
1,000 common stock options on May 3, 1994 at $20.125, 1,000 options on May 9,
1995 at $19.125 and 1,000 options on May 15, 1996 at $20.00 pursuant to the 1994
Stock Option Plan for Non-Employee Directors.
 
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
 
     The following tabulation sets forth the number of shares of common stock of
the Company beneficially owned by each of the directors and nominees for
election to the Board of Directors, by each named executive officer, and by all
directors and officers as a group as of March 17, 1997 and the percentage that
these shares bear to the total common stock outstanding on that date.
 
<TABLE>
<CAPTION>
                                                               AMOUNT OF SHARES          PERCENT OF
                  NAME OF BENEFICIAL OWNER                  BENEFICIALLY OWNED(1)          CLASS
                  ------------------------                  ---------------------        ----------
    <S>                                                     <C>                          <C>
    Milton R. Brown.....................................    15,405(2)(3)                    *
    Carl J. Dargene.....................................    180,109(2)(3)(4)                1.26%
    Richard C. Dell.....................................    2,000(3)                        *
    Robert A. Doyle.....................................    31,012(2)(3)                    *
    Charles E. Gagnier..................................    85,358(2)(3)(4)                 *
    Theresa Paulette Gilbert............................    4,911(3)                        *
    Lawrence E. Gloyd...................................    16,957(3)                       *
    Robert A. Henry.....................................    10,914(3)                       *
    Alan W. Kennebeck...................................    11,600(3)                       *
    William R. McManaman................................    100                             *
    Robert J. Meuleman..................................    100,701(3)(4)(5)                *
    Ted Ross............................................    23,186(3)                       *
    Robert J. Smuland...................................    18,075(3)                       *
    James S. Waddell....................................    54,452(3)(4)(5)                 *
    Jack D. Ward........................................    4,635(3)                        *
    Gary L. Watson......................................    11,161(3)(5)(6)                 *
    All executive officers and directors (21 persons)...    713,651(2)(3)(4)(5)(6)          4.98%
</TABLE>
 
---------------
 
 *  The amount shown is less than 1% of the outstanding shares of such class.
 
(1) The information contained in this column is based upon information furnished
    to the Company by the persons named above or obtained from records of the
    Company. The nature of beneficial ownership for shares shown in this column
    is sole voting and investment power unless otherwise indicated herein.
 
(2) Includes shares held individually by certain family members of the directors
    and officers as follows: Milton R. Brown--913 shares, Carl J.
    Dargene--15,247 shares, Robert A. Doyle--3,465, Charles E. Gagnier--1,324
    shares, and all executive officers and directors--20,949 shares.
 
(3) Includes shares which such person has a right to acquire within sixty days
    through the exercise of stock options as follows: Milton R. Brown--2,000
    shares, Carl J. Dargene--96,465 shares, Richard C. Dell--1,000 shares Robert
    A. Doyle--2,000 shares, Charles E. Gagnier--68,979 shares, Theresa Paulette
    Gilbert--2,000 shares, Lawrence E. Gloyd--2,000 shares, Robert A.
    Henry--2,000 shares, Alan W.
 
                                        4
<PAGE>   6
 
Kennebeck--11,500 shares, Robert J. Meuleman--68,020 shares, Ted Ross--2,000
shares, Robert J. Smuland--2,000 shares, James S. Waddell--30,000 shares, Jack
D. Ward--1,000 shares, Gary L. Watson--2,000 shares and all executive officers
     and directors--404,874 shares.
 
(4) Includes shares held in trust with power to vote but without investment
    authority as follows: Carl J. Dargene--6,002 shares, Charles E.
    Gagnier--3,202 shares, Robert J. Meuleman--6,347 shares, James S.
    Waddell--778 shares and all executive officers and directors--29,527 shares.
 
(5) Includes shares held in joint tenancy with the spouses of certain of the
    directors and executive officers as to which voting and investment power is
    shared as follows: Robert J. Meuleman--330 shares, James S. Waddell--55
    shares, Gary L. Watson--24 shares, and all executive officers and
    directors--10,210 shares.
 
(6) Includes shares held in trusts of which such persons are trustees having
    sole voting and investment power as follows: Gary L. Watson--469 shares and
    all executive officers and directors--469 shares.
 
     Pursuant to Section 16 of the Exchange Act, the Company's officers,
directors and holders of more than ten percent of the Company's Capital Stock
are required to file reports of their trading in equity securities of the
Company with the Commission, the Company and the NASDAQ Stock Market. Based
solely on its review of the copies of such reports received by it, or written
representations from certain reporting persons that no reports on Form 5 were
required for those persons, the Company believes that during 1996 all filing
requirements applicable to its officers, directors and more than ten percent
shareholders were complied with.
 
BENEFICIAL OWNERSHIP BY CERTAIN PERSONS
 
     The following table lists the beneficial ownership of the Company's common
stock with respect to all persons, other than those listed above, known to the
Company as of March 1, 1997 to be the beneficial owner of more than five percent
of such common stock.
 
<TABLE>
<CAPTION>
                      NAME AND ADDRESS                         AMOUNT AND NATURE OF    PERCENT
                    OF BENEFICIAL OWNER                       BENEFICIAL INTEREST(1)   OF CLASS
                    -------------------                       ----------------------   --------
<S>                                                           <C>                      <C>
AMCORE Investment Group, N.A. ..............................      1,730,615(2)(3)       12.10%
501 Seventh Street, Rockford, IL 61104
Roger Reno..................................................         1,108,888(4)        7.74%
2515 Chickadee Trail, Rockford, IL 61107
</TABLE>
 
---------------
(1) The information contained in this column is based upon information furnished
    to the Company by the persons named above or obtained from records of the
    Company.
 
(2) Includes 1,730,615 shares held by nominees acting on behalf of AMCORE
    Investment Group, N.A. Excludes 564,146 shares held as trustee of various
    trusts over which AMCORE Investment Group, N.A. has neither voting nor
    investment power, and as to which beneficial ownership is disclaimed on
    these shares. The nature of beneficial ownership for the shares shown in
    this column is as follows: sole voting power--1,721,915 shares, shared
    voting power--3,700 shares, no voting power--5,000 shares, sole investment
    power--1,383,919 shares, shared investment power--292,284 shares and no
    investment power--54,412 shares.
 
(3) Although there is no affirmative duty or obligation to do so, it is the
    general practice of AMCORE Investment Group, N.A. to solicit the direction
    of trust beneficiaries or grantors with regard to the voting of shares held
    in trust on all issues which are subject to vote by proxy. The shares are
    then voted as directed by the trust beneficiary or grantor.
 
(4) Includes 150,150 shares held in trusts for which trustee has sole voting and
    investment power, 1,338 shares held in trust with power to vote but without
    investment authority and 80,558 shares held individually by certain family
    members.
 
                                        5
<PAGE>   7
 
                             EXECUTIVE COMPENSATION
 
SUMMARY COMPENSATION TABLE
 
     The following table sets forth certain information regarding compensation
earned during each of the Company's last three fiscal years by the Company's
chief executive officer and each of the Company's four other most highly
compensated executive officers based on salary and bonus earned during the year
ended December 31, 1996:
 
<TABLE>
<CAPTION>
                                                                                                LONG TERM
                                                                                              COMPENSATION
                                                                                         -----------------------
                                                       ANNUAL COMPENSATION                 AWARDS      PAYOUTS       OTHER
                                            ------------------------------------------   ----------   ----------   ---------
                                                                               OTHER
                                                                              ANNUAL     SECURITIES                ALL OTHER
            NAME AND PRINCIPAL                                                COMPEN-    UNDERLYING      LTIP       COMPEN-
               POSITION(1)                  YEAR   SALARY(2)   BONUS(2)(3)   SATION(4)    OPTIONS     PAYOUTS(5)   SATION(6)
            ------------------              ----   ---------   -----------   ---------   ----------   ----------   ---------
<S>                                         <C>    <C>         <C>           <C>         <C>          <C>          <C>
Robert J. Meuleman........................  1996   $275,000     $143,340       $7,101      17,000      $93,468     $400,173
  President & Chief                         1995    250,000       42,044        7,091      13,000       84,999       48,679
  Executive Officer                         1994    218,000       36,416        2,940      12,000       82,423       31,471
F. Taylor Carlin..........................  1996    231,600       79,106        1,514      12,000       84,420      305,013
  Executive Vice President &                1995    219,500       38,364        5,083       8,000       81,776       38,108
  Chief Operating Officer                   1994    207,100       33,226        3,060      12,000       80,002       27,615
  Diversified Financial Services Group
Charles E. Gagnier........................  1996    181,100       58,492        2,116       9,000       44,964       40,024
  Executive Vice President                  1995    171,600       21,937        5,928       8,000       44,715       29,966
  Bank Mergers & Acquisitions               1994    159,600       39,217        3,849      10,000       43,884       20,120
  Chairman of the Board of
  AMCORE Bank N.A., Rockford
James S. Waddell..........................  1996    170,000       65,896        1,211      12,000       13,248       88,461
  Executive Vice President &                1995    159,000       35,015        6,136       8,000        7,320       19,031
  Chief Administrative Officer              1994    125,000       24,567        2,982      10,000        2,423       12,772
Alan W. Kennebeck.........................  1996    135,200       52,206        1,195       7,000        2,942       10,970
  President & Chief Executive               1995     59,167       10,473       24,462       4,500           --          335
  Officer, AMCORE Investment                1994        N/A           --           --          --           --           --
  Group, N.A.
</TABLE>
 
---------------
(1) As of February 3, 1997, Mr. Carlin left the employ of the Company. Mr.
    Kennebeck's 1995 reported amounts are for a partial year beginning in July.
 
(2) Compensation deferred pursuant to the Company's deferred compensation plan
    is included in Salary and Bonus totals.
 
(3) Reflects bonus earned during the year, all or a portion of which was paid
    during the next year.
 
(4) These amounts represent reimbursements during the year for taxes, except for
    Mr. Kennebeck, for whom the amount reported for 1995 includes $558 for
    reimbursement of taxes and $23,904 for reimbursement of relocation expenses.
 
(5) Reflects long term incentive plan payouts in 1996 and payouts in the form of
    dividend equivalent payments on all outstanding Performance Units.
 
(6) Amounts shown for 1996 consist of the following:
 
<TABLE>
<CAPTION>
                                                MEULEMAN     CARLIN     GAGNIER    WADDELL    KENNEBECK
                                                --------     ------     -------    -------    ---------
    <S>                                         <C>         <C>         <C>        <C>        <C>
    Value of life insurance premiums........    $316,707    $238,905    $    --    $56,816     $     --
    Value of disability insurance
      premiums..............................      14,030       9,883         --         --        5,338
    Imputed income-group term life
      insurance.............................       4,506       4,330      4,411      2,153        1,272
    Above market interest on deferred
      compensation..........................       4,686          --      2,363        388          180
    AMCORE Financial Security Plan..........      16,500      16,500     16,500     16,500        3,657
    Company's contributions to supplemental
      retirement plan.......................      43,744      35,394     16,750     12,604          523
                                                --------    --------    -------    -------     --------
      Total other compensation..............    $400,173    $305,013    $40,024    $88,461     $ 10,970
                                                ========    ========    =======    =======     ========
</TABLE>
 
     The value of life insurance premiums for Messrs. Meuleman, Carlin and
     Waddell include the value of premiums advanced by the Company under a
     split-dollar life insurance agreement with the Company. For further
     discussion of these agreements, see "Employee Agreements" on page 10. Prior
     year reported amounts include contributions to the Financial Security Plan,
     supplemental retirement plan, above market interest on deferred
     compensation and group term life imputed income.
 
                                        6
<PAGE>   8
 
OPTION GRANTS
 
     The following table provides information related to options granted to the
named executive officers during 1996.
 
<TABLE>
<CAPTION>
                                                   INDIVIDUAL GRANTS                         POTENTIAL NET REALIZABLE
                              -----------------------------------------------------------        VALUE AT ASSUMED
                                NUMBER OF                                                     ANNUAL RATES OF STOCK
                               SECURITIES       PERCENT OF                                    PRICE APPRECIATION FOR
                               UNDERLYING      TOTAL OPTIONS     EXERCISE                         OPTION TERM(1)
                                 OPTIONS        GRANTED TO       PRICE PER     EXPIRATION    ------------------------
           NAME               GRANTED(2)(3)      EMPLOYEES      SHARE(2)(3)       DATE           5%           10%
           ----               -------------    -------------    -----------    ----------        --           ---
<S>                           <C>              <C>              <C>            <C>           <C>           <C>
Robert J. Meuleman........       17,000             7.3%          $20.00        5/15/06        $213,824      $541,872
F. Taylor Carlin..........       12,000             5.1            20.00        5/15/06         150,935       382,498
Charles E. Gagnier........        9,000             3.9            20.00        5/15/06         113,201       286,874
James S. Waddell..........       12,000             5.1            20.00        5/15/06         150,935       382,498
Alan W. Kennebeck.........        7,000             3.0            20.00        5/15/06          88,045       223,124
</TABLE>
 
---------------
(1) Values are reported net of the option exercise price, but before taxes
    associated with exercise. These amounts represent certain assumed rates of
    appreciation only. Actual gains, if any, on stock option exercises are
    dependent on the future performance of the Common Stock, overall stock
    conditions and the optionholders' continued employment.
 
(2) Reflects options granted on May 15, 1996 to acquire shares of Common Stock
    pursuant to the 1995 Stock Incentive Plan.
 
(3) Options granted pursuant to the 1995 Stock Incentive Plan have an exercise
    price of not less than 100% of the fair market value of the Common Stock on
    the date of the grant. Options generally become exercisable in their
    entirety six months following the date of grant and remain exercisable for
    ten years after the date of the grant unless the optionee ceases to be an
    employee of the Company or its subsidiaries. The option exercise price may
    be paid in cash, shares of Common Stock having a fair market value equal to
    the exercise price, stock withholding or any combination of the above.
 
OPTION EXERCISES AND YEAR-END HOLDINGS
 
     The following table sets forth information with respect to the named
executives concerning the exercise of options during the last year and
unexercised options held as of December 31, 1996.
 
<TABLE>
<CAPTION>
                                                                             NUMBER OF
                                                                            SECURITIES        VALUE OF
                                                                            UNDERLYING       UNEXERCISED
                                                                            UNEXERCISED     IN-THE-MONEY
                                                  NUMBER OF                 OPTIONS AT       OPTIONS AT
                                                   SHARES                   YEAR END(1)      YEAR END(2)
                                                 ACQUIRED ON     VALUE      -----------    ---------------
                    NAME                          EXERCISE      REALIZED    EXERCISABLE      EXERCISABLE
                    ----                         -----------    --------    -----------      -----------
<S>                                              <C>            <C>         <C>            <C>
Robert J. Meuleman...........................      15,799       $246,380       68,020         $665,905
F. Taylor Carlin.............................       5,000         83,330       59,282          630,606
Charles E. Gagnier...........................          --             --       68,979          866,882
James S. Waddell.............................       4,440         20,349       30,000          214,500
Alan W. Kennebeck............................          --             --       11,500           81,563
</TABLE>
 
---------------
(1) Options granted to acquire shares of Common Stock pursuant to various stock
    incentive plans.
 
(2) The amounts shown reflect the value of unexercised options calculated by
    determining the difference between the closing bid price of the Company's
    Common Stock on the last day of the year ($26.75) and the applicable
    exercise price of such options.
 
                                        7
<PAGE>   9
 
LONG-TERM INCENTIVE PLAN AWARDS TABLE
 
     The following table sets forth information with respect to the named
executives concerning Performance Unit Awards granted during 1996 pursuant to
the Company's 1995 Stock Incentive Plan.
 
<TABLE>
<CAPTION>
                                                                            ESTIMATED FUTURE PAYOUTS UNDER
                                                                             NON-STOCK PRICE-BASED PLANS
                                            NUMBER OF                    ------------------------------------
                                           PERFORMANCE    PERFORMANCE    THRESHOLD     TARGET     OUTSTANDING
                 NAME                       UNITS(1)        PERIOD          13%         14%           15%
                 ----                      -----------    -----------    ---------     ------     -----------
<S>                                        <C>            <C>            <C>          <C>         <C>
Robert J. Meuleman.....................      18,425         3 years      $122,895     $184,250     $307,145
F. Taylor Carlin.......................      11,580         3 years        77,239      115,800      193,039
Charles E. Gagnier.....................       6,157         3 years        41,067       61,570      102,637
James S. Waddell.......................       8,500         3 years        56,695       85,000      141,695
Alan W. Kennebeck......................       4,597         3 years        30,662       45,970       76,632
</TABLE>
 
---------------
(1) Performance units were granted to certain executive officers on January 2,
    1996 pursuant to the 1995 Stock Incentive Plan. The holders of these
    performance units will be entitled to cash or stock payments, or a
    combination thereof, if certain performance targets are met during the three
    year period ending December 31, 1998. The holders are also entitled to
    dividend equivalent payments on these Performance Units. The target levels
    applicable to the Performance Units as shown in the table above are achieved
    if the average consolidated return on shareholders' equity (ROE) for the
    performance period is as shown above for each of the performance levels.
    Each Performance Unit shall be of no value unless at least the minimum level
    is achieved. If the Company achieves an average ROE in excess of the minimum
    performance level set forth above, each Performance Unit shall have the
    following values: $6.67 per unit for threshold performance, $10.00 per unit
    for target performance and $16.67 per unit for outstanding performance. It
    is the Company's intention to make incremental payments to executive
    officers for performance levels which are between these specified target
    levels.
 
EMPLOYEE AGREEMENTS
 
     On March 1, 1996, the Company entered into individual Executive Insurance
Agreements (each an "Agreement" and collectively the "Agreements") with the
following executives: Robert J. Meuleman, F. Taylor Carlin and James S. Waddell.
The Company purchased split-dollar life insurance policies for the named
executives pursuant to each Agreement. The Company may terminate any such
Agreement and receive its interest in the life insurance policy under certain
conditions, including termination of employment (other than due to death,
disability or retirement, unless such terminated employee becomes affiliated
with a competitor following any such termination due to disability or
retirement), provided the Company may not terminate any of the Agreements if
such termination of employment or affiliation occurs after a "change in control"
of the Company.
 
     The Company has entered into individual Transitional Compensation
Agreements with current executive officers and certain other key employees,
including Messrs. Robert J. Meuleman, F. Taylor Carlin, James S. Waddell, and
one other executive. If, during the three-year period following a change of
control of the Company (as defined in the agreements), the executive officer's
employment is ended through (1) termination by the Company without cause (as
defined in the agreements) or (2) termination by the executive officer for good
reason (as defined in the agreements) based upon a breach of the agreement by
the Company or a significant adverse change in the executive officer's
responsibilities, compensation or benefits, then a termination payment will be
made to the executive. The agreements provide that such payment will equal three
times the sum of the executive's then current annual salary and annual bonus. In
addition, Mr. Meuleman's agreement provides that, if any portion of the
termination payment is subject to an excise tax as an excess parachute payment,
as defined in the Internal Revenue Code Section 4999, the Company shall pay the
executive the amount necessary to offset the excise tax and any applicable taxes
on this additional payment. The agreements, other than Mr. Meuleman's, provide
that the total severance benefits are limited to the amount that can be received
without incurring any excise tax under the Internal Revenue Code
 
                                        8
<PAGE>   10
 
Section 4999. Additional provisions provide for the continuation, for three
years after termination, of welfare and other benefits to the executive and his
family unless termination is for cause. Upon a change of control of the Company,
the executive is entitled to a lump sum cash payment equivalent to the present
value of the projected benefits under certain supplemental retirement plans.
 
     The Company also entered into Transitional Compensation Agreements with
Charles E. Gagnier, Alan W. Kennebeck and four other executive officers. These
agreements provide that if such executive's employment is terminated within one
year after a change in control of the Company either (i) by the Company other
than for "cause" or other than as a consequence of disability or retirement (all
as defined in such agreements) or (ii) by such executive for reasons relating to
a diminution of responsibilities, compensation or benefits or relocation
requiring a change in residence or a significant increase in travel, he will
receive: (a) lump sum payment equal to his monthly salary in effect at the date
of termination for a period of time determined pursuant to each agreement based
upon his salary, years of service and age at the time of his termination, and a
prorata portion of his annual bonus; (b) life, disability, accident and health
insurance as provided in the Company's insurance programs for a period of 24
months after termination of employment; and (c) certain perquisites and
outplacement services. The agreements provide for a commensurate reduction in
the amount of cash payments to be made to an executive under the agreement in
the event that (i) the payments fail to be deductible by the Company as a result
of Section 280G of the Internal Revenue Code of 1986, as amended or (ii) such
executive procures new employment during the period he is receiving severance
payments under the agreement. If these agreements had become operative in
December 1996, the maximum number of monthly payments payable to the following
individuals (subject to reduction as described in the previous sentence) would
have been approximately: Charles E. Gagnier, 40 months and Alan W. Kennebeck,
17.5 months.
 
     The Company provides a supplemental retirement plan (entitled "AMCORE
Non-Qualified Retirement Plan") for senior executive officers to maintain
certain levels of retirement benefits and maximize the effectiveness and
flexibility of compensation arrangements for participants in the AMCORE
Financial Security Plan (Security Plan). This is accomplished by crediting each
participating executive with contributions that would be made to the Security
Plan, but for certain limitations imposed by the Internal Revenue Code.
 
     In May 1990, the Company adopted a termination policy (Policy) to provide
severance pay and the continuation of health and life insurance benefits for
substantially all of the Company's employees whose employment is terminated
within one year following a change in control (as defined in the Policy). The
Policy provides for weekly or monthly payments, depending on employment status,
equal to such employee's current weekly or monthly salary for a period of time
determined pursuant to the Policy based upon his or her salary, years of service
and age. In addition, employees would receive health and life insurance
benefits, substantially similar to those received by the employee prior to the
employee's termination, during the period in which an employee receives payments
under the Policy, for up to a maximum of 24 months. The Policy provides for a
commensurate reduction in the amount of payments to be received by an employee
in the event an employee procures new employment during the period he or she is
receiving severance payments under the Policy.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     Carl J. Dargene serves as an ex-officio member of the Compensation
Committee and is the Company's Chairman of the Board. Mr. Dargene also serves on
the board of CLARCOR and its Compensation Committee. Lawrence E. Gloyd, Chairman
and Chief Executive Officer of CLARCOR, also serves on the Company's
Compensation Committee.
 
REPORT OF THE COMPENSATION COMMITTEE
 
     The Compensation Committee of the Board of Directors reviews and approves
the Company's compensation and benefit policies, including individual salaries
of the executive officers, and reports to the Board of Directors.
 
                                        9
<PAGE>   11
 
     The Company engages an internationally recognized compensation consulting
firm on a regular basis to assist the Compensation Committee and the Board of
Directors in formulating compensation policies and determining appropriate
compensation levels. This firm provides reports directly to the Compensation
Committee.
 
     Compensation received is one measure of the accomplishments and potential
of the employee, relative to peers. AMCORE believes that base compensation
should be competitive in the marketplace, but that incentive opportunities
should increase the amount of compensation available to key personnel. Incentive
opportunities should be tied to both quantitative and qualitative objectives
designed to enhance both short and long term shareholder value.
 
     Toward that end, it is the philosophy of management, supported by the
Compensation Committee, that senior management base pay should be at or near the
median for similar positions in the industry and that incentives for meeting
objectives should provide the opportunity for total compensation to reach the
75th percentile and beyond based on performance relative to industry and peer
applicable comparisons.
 
     It is felt that incentives should not be disincentives. In the short term,
there should be achievable, but challenging, goals. When these goals are
achieved, they will increase compensation and set the basis for higher standards
as the next step.
 
Executive Officer Compensation
 
     Consistent with this philosophy, the Compensation Committee has established
a compensation program consisting of an annual base salary and the opportunity
to earn incentive compensation tied directly to the performance of the Company,
personal performance and increases in stockholder value. The Company's executive
compensation program in 1996 consisted of the following components:
 
     - Base Salary
 
     - Short-Term Incentive Plan
 
     - Intermediate-Term Incentive Plan
 
     - Long-Term Incentive Plan
 
     The Compensation Committee, working with the compensation consulting firm,
determines a range for the executive officers' base salaries in order to be
competitive and consistent with amounts paid to executives performing similar
functions in comparable companies. The objective is to determine the salary
ranges at a level within the third quartile of trailing twelve month activity of
the comparable companies. The amount of each executive's base salary is set
within the range based upon the performance of the Company, performance of
particular business units, the personal performance of such executive officers,
cost of living increases and such other factors as the Compensation Committee
and the Board of Directors deem appropriate.
 
     The short-term incentive component of each executive officer's compensation
is based upon participation in the Company's profit sharing plan, generally
available to all of the Company's employees, and a cash bonus, based upon a
maximum target amount assigned at the beginning of each year. Amounts payable
under the Company's profit sharing plan range between 0% and 6% of the executive
officer's total cash compensation, and are based upon the profitability of the
Company. The annual cash bonus targets for the senior management of the Company
range from 25% to 50% of the midpoint of the base salaries of such officers. The
amount of targeted cash bonuses payable to the executive officers are contingent
upon the attainment of financial targets such as consolidated or affiliate
earnings which are established at the beginning of the year, personal
performance of the executive and, where appropriate, attainment of earnings
goals of the operating unit or units for which the executive has responsibility.
The targets may be adjusted from time to time to take into account unforeseen or
extraordinary events. Generally, if certain minimum target financial results are
not achieved, no annual incentive will be paid.
 
     Generally, 10% of a targeted cash bonus will be paid upon the achievement
of at least 90% of such goals increasing to 100% of such targeted cash bonus
upon the achievement of 110% or more of such goals (which
 
                                       10
<PAGE>   12
 
include objectives that are, in the judgment of the Compensation Committee,
difficult to attain). In 1996, the total short-term incentive payouts to
executive officers were approximately 85% of the maximum targets established
under the plan.
 
     The intermediate-term incentive component of each executive officer's
compensation is based upon the award of performance units which provide for cash
or stock payouts, or a combination thereof, based upon the achievement by the
Company of targeted average consolidated returns on stockholders' equity over a
three year performance period. The holders are also entitled to dividend
equivalent payments on these performance units. The three target levels
applicable to the performance units granted are: Threshold 13% ROE, Target 14%
ROE and Outstanding 15% ROE. Each performance unit shall be of no value unless
at least the minimum performance level is achieved. If the Company achieves an
average ROE in excess of the minimum performance level set forth above, each
performance unit shall have the following values: $6.67 per unit for Threshold
performance, $10.00 per unit for Target performance and $16.67 per unit for
Outstanding performance. The minimum targeted average returns on equity of 11%
were attained for the 1994 performance units expiring December 1996 and a payout
of $7.22 per unit was made to each executive officer in January 1997.
 
     The long-term incentive component of each executive officer's compensation
involves the award of stock options or stock awards pursuant to the AMCORE
Long-Term Incentive Plan and 1992 and 1995 Stock Incentive Plans. Long-term
incentives are provided to reward executives for achieving long-term strategic
goals and to provide a balance against overemphasis on short-term results.
Through stock ownership, executives' long-term incentives are tied to
stockholder value. The Compensation Committee recommends grants of annual awards
of stock options to executive officers at levels determined with reference to
fixed percentages up to 35% of base compensation subject to increases and
decreases based on individual performance.
 
Chief Executive Officer Compensation
 
     The compensation package for Mr. Robert J. Meuleman, who was the Chief
Executive Officer of the Company during 1996, was determined in the same manner
as for all other executive officers, except that Mr. Meuleman's short-term
incentive was based 100% on the Company's total performance without reference to
any particular business unit of the Company or personal objectives. For this
purpose, Company performance was measured by comparing the consolidated earnings
of the Company to earnings goals established by the Compensation Committee.
 
     Mr. Meuleman's base salary in 1996 was $275,000, which was in the upper
first quartile of his salary range, and his short-term bonus was $143,340, a
payout of 85% of the maximum, for a combined total of $418,340. During 1995, Mr.
Meuleman served as Executive Vice President and Chief Operating Officer, Banking
Subsidiaries of the company and earned a base salary of $250,000 and short-term
bonus of $42,044, for a total of $292,044.
 
     The Compensation Committee believes that the executive team of the Company
will receive appropriate rewards under this program of corporate incentives, but
only if they achieve the performance goals established for them and the Company
and if they succeed in increasing stockholder value.
 
                                          Richard C. Dell
                                          Lawrence E. Gloyd
                                          Robert J. Smuland
                                          Carl J. Dargene, Ex-officio member
                                          Robert J. Meuleman, Ex-officio member
 
                                       11
<PAGE>   13
 
                              COMPANY PERFORMANCE
 
     The graph below compares the cumulative total shareholder return on the
Common Stock of the Company for the last five years with the cumulative total
returns on the NASDAQ Stock Market Index and NASDAQ Bank Stocks Peer Index.
Cumulative total returns have been measured by dividing the sum of the
cumulative amount of dividends for the measurement period, assuming dividend
reinvestment, and the difference between the share price at the end and the
beginning of the measurement period by the share price at the beginning of the
measurement period.
 
                COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
  (AMCORE FINANCIAL, INC., NASDAQ STOCK MARKET INDEX, NASDAQ BANK STOCK INDEX)
 
                                   [GRAPH]

<TABLE>
<CAPTION>
                              12/31/91          12/31/92        12/31/93        12/31/94        12/31/95        12/31/96
<S>                             <C>             <C>             <C>             <C>             <C>             <C>
NASDAQ BANK STOCK INDEX         100             145.551         165.989         170.945         246.319         325.600
AMCORE FINANCIAL, INC.          100             179.172         249.040         251.590         276.132         376.084
NASDAQ STOCK MARKET INDEX       100             116.378         133.595         131.318         184.674         227.164

</TABLE>
 
NOTES:
 
     A. The lines represent monthly index levels derived from compounded daily
        returns that include all dividends.
 
     B. The index level for all series was set to 100.0 as of December 31, 1991.
 
                                       12
<PAGE>   14
 
                          TRANSACTIONS WITH MANAGEMENT
 
     Directors and principal officers of the Company and their associates were
customers of, and had transactions with, the Company's subsidiaries in the
ordinary course of business during 1996. Comparable transactions may be expected
to take place in the future. All outstanding loans, commitments to loan,
transactions in repurchase agreements and certificates of deposit, and
depository relationships in the ordinary course of business, were on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for transactions with other persons, and, in the opinion
of management of the Company, did not involve more than the normal risk of
collectibility or present other unfavorable features. As of December 31, 1996,
various directors and officers of the Company were indebted to the Company's
subsidiaries in the amount of approximately $2,397,000. This amount represents
0.16 percent of the Company's subsidiaries' outstanding loans and 1.09 percent
of the Company's stockholders' equity as of that date. The maximum aggregate
amount of their indebtedness to the Company's subsidiaries during 1996 was
$2,424,000. As of December 31, 1996, associates of directors and officers of the
Company were indebted to the Company's subsidiaries in the amount of
approximately $768,000. This amount represents 0.05 percent of the Company's
subsidiaries' outstanding loans and 0.35 percent of the Company's stockholders'
equity as of that date. Further, the Company's subsidiaries have additional
committed, but unfunded, lines of credit of $10,000,000 to associates of
directors and officers of the Company. The maximum aggregate amount of such
associates' indebtedness to the Company's subsidiaries during 1996 was
$5,152,000.
 
     The Board of Directors, on February 22, 1984, authorized the Executive
Committee to negotiate such agreements as may be necessary to accomplish stock
redemptions pursuant to Section 303 of the Internal Revenue Code to pay death
taxes of certain stockholders. Such redemptions will be conditioned upon any
requisite bank regulatory agency or debt covenant approvals. Bank holding
companies, such as the Company, are required to notify the Federal Reserve Board
prior to paying 10% or more of consolidated net worth to redeem shares over a
twelve-month period.
 
                  ITEM 2--APPOINTMENT OF INDEPENDENT AUDITORS
 
     McGladrey & Pullen, LLP have been appointed to serve as the independent
auditors for the Company and subsidiaries for the fiscal year ending December
31, 1997. This appointment is being submitted to the stockholders for
ratification. Representatives of the firm are expected to be present at the
Annual Meeting to respond to appropriate questions from stockholders and to have
the opportunity to make any statements they consider appropriate. In the event
the stockholders do not ratify the appointment of McGladrey & Pullen, LLP, the
selection of independent auditors will be determined by the Audit Committee and
the Board of Directors after careful consideration of all information submitted
by the stockholders.
 
     Accounting services rendered by McGladrey & Pullen, LLP during 1996
included the examination of the annual consolidated financial statements, review
of unaudited quarterly statements, assistance with Securities and Exchange
Commission filings, legally required special audits of subsidiaries, and
consultations in connection with various tax and accounting-related matters.
 
     During 1996, the Board of Directors reviewed and approved in advance or
ratified the scope of all of McGladrey & Pullen, LLP's professional services
rendered to the Company and related entities.
 
     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF
MCGLADREY & PULLEN, LLP AS AUDITORS FOR THE YEAR 1997.
 
                                       13
<PAGE>   15
 
               STOCKHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING
 
NOMINATIONS FOR THE BOARD OF DIRECTORS
 
     The Company's Bylaws provide that the notice of proposed stockholder
nominations for the election of directors must be timely and given to the
Secretary of the Company prior to the meeting at which directors are to be
elected. To be timely, notice must be received by the Company not less than 50
days nor more than 75 days prior to the meeting. The date of an annual meeting
of stockholders may be obtained from the Secretary of the Company when
determined by the Board of Directors.
 
     Notice to the Company from a stockholder who proposes to nominate a person
at the meeting for election as a director must contain certain information about
that person, including age, business and residence addresses and principal
occupation, the class and number of shares of the Company's stock beneficially
owned and such other information as would be required to be included in a proxy
statement soliciting proxies to nominate that person. The Company may also
require any proposed nominee to furnish other information reasonably required by
the Company to determine the proposed nominee's eligibility to serve as
director. If the chairman of the meeting of stockholders determines that a
person was not nominated in accordance with the foregoing procedures, such
person shall not be eligible for election as a director.
 
OTHER PROPOSALS
 
     Stockholders may submit proposals appropriate for stockholder action at the
Company's Annual Meeting consistent with the regulations of the Securities and
Exchange Commission. For proposals to be considered for inclusion in the Proxy
Statement for the 1998 Annual Meeting, they must be received by the Company no
later than December 1, 1997. Such proposals should be directed to AMCORE
Financial, Inc., Attention: Corporate Secretary, 501 Seventh Street, Rockford,
Illinois 61104.
 
                                           By order of the Board of Directors,
 
                                          James S. Waddell
                                                     James S. Waddell
                                                        Secretary
 
                                       14
<PAGE>   16
                            AMCORE FINANCIAL, INC.
 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMCORE FINANCIAL, INC.
                     FOR THE ANNUAL MEETING ON MAY 6, 1997

        The undersigned holder of Common Stock of AMCORE Financial, Inc. hereby
appoints Robert J. Meuleman and James S. Waddell or each of them, with full
power of substitution, to act as proxy for and to vote the stock of the
undersigned at the Annual Meeting of Stockholders of AMCORE Financial, Inc. to
be held at Michael's at Perryville, 601 North Perryville Road, Rockford,
Illinois, at 5:30 p.m., Rockford time, on May 6, 1997 or any adjournment
thereof.

        In their discretion, the proxies are authorized to vote upon other
business as may properly come before the meeting.  This proxy when properly
executed will be voted in the manner directed herein by the undersigned
stockholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.




              DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
________________________________________________________________________________


                     AMCORE FINANCIAL, INC. ANNUAL MEETING

<TABLE>
<S><C>
1. ELECTION OF DIRECTORS:  1 - MILTON R. BROWN, 2 - CARL J. DARGENE,    
                           3 - RICHARD C. DELL, 4 - WILLIAM R. MCMANAMAN        / / FOR all             / / WITHHOLD AUTHORITY
                                                                                    nominees listed         to vote for all
                                                                                    to the left             nominees listed
                                                                                    (except as              to the left.
                                                                                    specified below)


(Instructions: To withhold authority to vote for any indicated nominee,              __________________________________________
write the number(s) of the nominee(s) in the box provided to the right.)            |__________________________________________|

2. Ratification of the appointment of McGladrey & Pullen, LLP as 
   independent auditors.                                                            / / FOR       / / AGAINST       / / ABSTAIN

ADDRESS CHANGE?                 Date ___________________________________________        NO. OF SHARES
MARK BOX                 / /
INDICATE CHANGES BELOW:

                                                                                     __________________________________________
                                                                                    |                                          | 
                                                                                    |                                          |
                                                                                    |__________________________________________|
      
                                                                                     SIGNATURE(S) IN BOX
                                                                                     Please sign exactly as your name appears 
                                                                                     hereon. When shares are held by joint tenants,
                                                                                     both should sign. When signing as attorney,
                                                                                     executor, administrator, trustee or guardian,
                                                                                     please give full title as such. If a
                                                                                     corporation, please sign in full corporate name
                                                                                     by President or other authorized officer. If a
                                                                                     partnership, please sign in partnership name by
                                                                                     an authorized person.
</TABLE>