<PAGE>
                                                                   EXHIBIT 10 4E


                              AMENDED AND RESTATED

                       TRANSITIONAL COMPENSATION AGREEMENT


         AGREEMENT by and between Amcore Financial, Inc., a Nevada corporation
(the "Company"), and ___________ (the "Executive"), dated as of the 18th day of
December, 2001. This Agreement amends, restates and supersedes any and all prior
agreements between the Company and the Executive relating to the subject matter
of this Agreement, including (but not by way of limitation) the Transitional
Compensation Agreement dated (previous agreement date).

         The Board of Directors of the Company (the "Board") has determined that
it is in the best interests of the Company and its shareholders to assure that
the Company will have the continued dedication of the Executive, notwithstanding
the possibility, threat or occurrence of a Change of Control (as defined below)
of the Company. The Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change of Control, to encourage the
Executive's full attention and dedication to the Company currently and in the
event of any threatened or pending Change of Control, and to provide the
Executive with compensation and benefit arrangements upon a Change of Control
which ensure that the compensation and benefits expectations of the Executive
will be satisfied and which are competitive with those of other similar
corporations. The Board believes that, in connection




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with such compensation and benefit arrangements, it is appropriate to provide
for a "Gross-Up Payment" to the Executive to cover certain special taxes which
might result from his receipt of other compensation and benefits.

         Therefore, in order to accomplish these objectives, the Board has
caused the Company to enter into this Agreement.

         As a condition to the effectiveness of this Agreement, the Executive
has executed the Confidentiality and Non-Competition Agreement attached hereto
as Exhibit B.

         NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

         1. Certain Definitions.

                  (a) The "Effective Date" shall mean the first date during the
Change of Control Period (as defined in paragraph (b), below) on which a Change
of Control (as defined in Section 2) occurs. Anything in this Agreement to the
contrary notwithstanding, if a Change of Control occurs and if the Executive's
employment with the Company is terminated or the Executive ceases to be an
officer of the Company prior to the date on which the Change of Control occurs,
and if it is reasonably demonstrated by the Executive that such termination of
employment or cessation of status as an officer (i) was at the request of a
third party who has taken steps reasonably calculated to effect the Change of
Control, or (ii) otherwise arose in connection with or anticipation of the
Change of Control and was not (A) for conduct by the Executive of the type
described in Section 4(b), below, (B) for



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significant deficiencies in the Executive's performance of his duties to the
Company (including, but not by way of limitation, significant failure to
cooperate in implementing a decision of the Board), or (C) for some other
specific substantial business reason unrelated to the Change of Control, then
for all purposes of this Agreement the "Effective Date" shall mean the date
immediately prior to the date of such termination of employment or cessation of
status as an officer.

                  (b) The "Change of Control Period" shall mean the period which
commenced on DECEMBER 18, 2001 and ending on the third anniversary of such date;
provided, however, that on DECEMBER 18, 2002, and on each annual anniversary of
such date (such date and each annual anniversary thereof being hereinafter
referred to as a "Renewal Date"), this Agreement and the Change of Control
Period shall be automatically extended so as to terminate three (3) years from
such Renewal Date, unless at least sixty (60) days prior to the Renewal Date the
Company shall give notice to the Executive that the Change of Control Period
shall not be so extended, in which case this Agreement shall terminate upon the
expiration of the Change of Control Period or, if an Effective Period (as
defined in Section 3) is then in effect, upon the expiration of the Effective
Period.

         2. Change of Control. For the purpose of this Agreement, a "Change of
Control" shall mean the occurrence, after the date hereof, of any of the
following events:

                  (a) The acquisition, other than from the Company, by any




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individual, entity or group (within the meaning of Section 13(d)(3) or l4(d)(2)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
Company securities immediately after which such person is the beneficial owner
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifteen
percent (15%) or more of either the then outstanding shares of common stock of
the Company or the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors, but excluding for this purpose any such acquisition by the Company or
any of its subsidiaries, or any employee benefit plan (or related trust) of the
Company or its subsidiaries, or any corporation with respect to which, following
such acquisition, more than sixty percent (60%) of, respectively, the then
outstanding shares of common stock of such corporation and the combined voting
power of the then outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then beneficially owned, directly
or indirectly, by all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the common stock and voting
securities of the Company immediately prior to such acquisition in substantially
the same proportion as their ownership, immediately prior to such acquisition,
of the then outstanding shares of common stock of the Company or the combined
voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors, as the case may be; or


                  (b) Individuals who, as of the date hereof, constitute the
Board




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<PAGE>

(the "Incumbent Board") cease for any reason to constitute at least a majority
of the Board; provided that any individual becoming a director subsequent to the
date hereof, whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office is in connection
with an actual or threatened election contest, including, but not limited to, a
consent solicitation, relating to the election of the directors of the Company
(as such terms are used in Rule 14a-11 of Regulation l4A promulgated under the
Exchange Act); or

                  (c) There occurs (i) a reorganization, merger or consolidation
of the Company or any direct or indirect subsidiary of the Company, in each
case, with respect to which all or substantially all of the individuals and
entities who were the respective beneficial owners of the common stock and
voting securities of the Company immediately prior to such reorganization,
merger or consolidation do not, following such reorganization, merger or
consolidation, beneficially own, directly or indirectly, more than sixty percent
(60%) of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the ultimate
parent corporation of any corporation resulting from such reorganization, merger
or consolidation, or (ii) shareholder approval of a complete


                                       5

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liquidation or dissolution of the Company, or (iii) the sale or other
disposition of all or substantially all of the assets of the Company.

         3. Effective Period; Partial Payment of Performance Shares Upon Change
of Control.

                  (a) Effective Period. This Agreement shall be in effect for
the period commencing on the Effective Date and ending on the third anniversary
of such date (the "Effective Period").

                  (b) Partial Payment of Performance Shares Upon Change of
Control. Executive will become entitled to the payments specified in this
Section 3(b) upon the occurrence of a Change of Control, if the Change of
Control relates to transactions which will result in the Company's common stock
ceasing to be publicly traded on a national securities exchange or the Nasdaq
national market, or if the Company or another party to the transactions has
announced plans that, if completed, will have such result (and such plans have
not be renounced at the time of the Change in Control), if Executive remains
employed by the Company at the time of the Change of Control. In such case, at
the time of the Change of Control, Executive shall be paid in shares, in partial
settlement of any then outstanding award opportunity under the Supplemental
Incentive Plan (the "SIP"), an amount based on the actual performance achieved
to the nearest practicable date to the date of the Change in Control, after
adjusting the performance target appropriately for the proportion of the
performance period completed as of the date of the Change of




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<PAGE>

Control (in the manner provided under Section 5(a)(ii)(B)), pro rated based on
the portion of the total performance period completed as of the date of the
Change of Control (and without regard to any requirement as to passage of time
or continued employment relating to the award). The Company and any successor
will continue the SIP in a manner that preserves Executive's opportunity to earn
additional amounts in excess of the amounts paid under this Section 3(b) based
on performance or, if such continuation is impractical under the circumstances,
the Company and any successor will make available a new long- or
intermediate-term plan or program that provides a substantially equivalent
opportunity to earn such additional amounts that were potentially earnable under
the SIP, based on reasonably achievable performance goals (i.e., of comparable
challenge to the applicable goals under the SIP).

         4. Termination of Employment.

                  (a) Death or Disability. The Executive's employment shall
terminate automatically upon the Executive's death during the Effective Period.
If the Company determines in good faith that the Disability of the Executive has
occurred during the Effective Period (pursuant to the definition of Disability
as set forth below), it may give to the Executive written notice in accordance
with Section 11(b) of this Agreement of its intention to terminate the
Executive's employment. In such event, the Executive's employment with the
Company shall terminate effective on the thirtieth (30th) day after receipt of
such notice by the Executive (the "Disability





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Effective Date"), provided that, within the thirty (30) days after such receipt,
the Executive shall not have returned to full-time performance of the
Executive's duties. For purposes of this Agreement, "Disability" shall mean the
absence of the Executive from the Executive's duties with the Company on a
full-time basis for one hundred and eighty (180) consecutive business days as a
result of incapacity due to mental or physical illness which is determined to be
total and permanent by a physician selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative (such
agreement as to acceptability not to be withheld unreasonably).

                  (b) Cause.

                  (i) The Company may terminate the Executive's employment
during the Effective Period for Cause and may suspend the Executive from his
duties with full pay and benefits if the Executive is indicted for a felony
involving moral turpitude; provided, however, that the Executive will repay all
amounts paid by the Company from the date of such suspension if the Executive is
convicted of such felony. For purposes of this Agreement, "Cause" shall mean (A)
the willful and continued failure by the Executive to substantially perform the
Executive's duties with the Company (other than any such failure resulting from
the Executive's incapacity due to physical or mental illness or any such actual
or anticipated failure after the issuance of a Notice of Termination for Good
Reason by the Executive pursuant to Section 4(d) hereof) after a written demand
for substantial performance




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<PAGE>

is delivered to the Executive by the Board, which demand specifically identifies
the manner in which the Board believes that the Executive has not substantially
performed the Executive's duties, or (B) the willful engaging by the Executive
in conduct which is demonstrably and materially injurious to the Company or its
subsidiaries, monetarily or otherwise. For purposes of clauses (A) and (B) of
this definition, (x) no act, or failure to act, on the Executive's part shall be
deemed "willful" unless done, or omitted to be done, by the Executive not in
good faith and without reasonable belief that the Executive's act, or failure to
act, was in the best interest of the Company and (y) in the event of a dispute
concerning the application of this provision, no claim by the Company that Cause
exists shall be given effect unless the Company establishes to the Board by
clear and convincing evidence that Cause exists, and the Board adopts a finding
to that effect.

                  (ii) A Notice of Termination for Cause must include a copy of
a resolution duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership of the Board at a meeting of the
Board which was called and held for the purpose of considering such termination
(after reasonable notice to the Executive and an opportunity for the Executive,
together with the Executive's counsel, to be heard before the Board) finding
that, in the good faith opinion of the Board, the Executive was guilty of
conduct set forth in clause (A) or (B) of the definition of Cause herein, and
specifying the particulars thereof in detail.

                  (c) Good Reason. The Executive's employment may be




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<PAGE>

terminated during the Effective Period by the Executive for Good Reason. For
purposes of this Agreement, "Good Reason" shall mean:

                           (i) The assignment to the Executive of any duties
inconsistent in any material respect with the Executive's position (including
status, offices, titles and reporting requirements), authority, duties or
responsibilities as in effect immediately prior to the Effective Date, or any
other action by the Company which results in a diminution in such position,
authority, duties or responsibilities, including, without limitation, if the
Executive was, immediately prior to the Effective Date, an executive officer of
a public company, the Executive ceasing to be an executive officer of a public
company, but excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by the Company
within thirty (30) days after receipt of notice thereof given by the Executive;

                           (ii) Any reduction by the Company in Executive's
compensation or benefits as in effect immediately prior to the Effective Date,
other than an isolated, insubstantial and inadvertent reduction not occurring in
bad faith and which is remedied by the Company promptly after receipt of notice
thereof given by the Executive;

                           (iii) The Company's requiring the Executive to be
based at any office or location more than twenty (20) miles from that in effect
immediately prior to the Effective Date;




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<PAGE>

                           (iv) Any purported termination by the Company of the
Executive's employment otherwise than as expressly permitted by this Agreement;
or

                           (v) Any failure by the Company to comply with and
satisfy Section 10(c) of this Agreement, provided that such successor has
received at least ten (10) days' prior written notice from the Company or the
Executive of the requirements of Section 10(c) of this Agreement. For purposes
of this Section 4(c), any good faith determination of "Good Reason" made by the
Executive shall be conclusive.

                  (d) Notice of Termination. Any termination by the Company for
Cause, or by the Executive for Good Reason, shall be communicated by a Notice of
Termination to the other party given in accordance with Section 11(b) of this
Agreement. For purposes of this Agreement, a "Notice of Termination" means a
written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated and (iii), if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than
fifteen (15) days after the giving of such notice). The failure by the Executive
or the Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason or Cause shall not
waive any right of the Executive or the Company hereun-




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<PAGE>

der or preclude the Executive or the Company from asserting such fact or
circumstance in enforcing the Executive's or the Company's rights hereunder.

                  (e) Date of Termination. "Date of Termination" means (i), if
the Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be, (ii), if the Executive's
employment is terminated by the Company other than for Cause or Disability, the
Date of Termination shall be the date on which the Company notifies the
Executive of such termination, and (iii), if the Executive's employment is
terminated by reason of death or Disability, the Date of Termination shall be
the date of death of the Executive or the Disability Effective Date, as the case
may be.

         5. Obligations of the Company upon Termination.

                  (a) By Company Other Than for Cause or Disability or By
Executive for Good Reason. If, during the Effective Period, the Company shall
terminate the Executive's employment other than for Cause or Disability, or the
Executive shall terminate employment for Good Reason:

                           (i) The Company shall pay to the Executive in a lump
sum in cash within thirty (30) days after the Date of Termination the aggregate
of the following amounts:

                                    (A) The sum of (1) the Executive's then
current annual base salary through the Date of Termination to the extent not
theretofore




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<PAGE>

paid; (2) the product of (x) Executive's Recent Average Bonus (as defined below)
and (y) a fraction, the numerator of which is the number of days in the then
current fiscal year through the Date of Termination, and the denominator of
which is three hundred and sixty-five (365); (3) any compensation previously
deferred by the Executive (together with any accrued interest or earnings
thereon and as adjusted to reflect any other appreciation or depreciation in
value); and (4) any accrued vacation pay; in each case to the extent not
theretofore paid (the sum of the amounts described in parts (1), (2), (3) and
(4), above, being hereinafter referred to as the "Accrued Obligations"). For
purposes of this Agreement, Executive's Recent Average Bonus shall be the
average annualized (for any fiscal year consisting of less than twelve (12) full
months or with respect to which the Executive has been employed by the Company
for less than twelve (12) full months) bonus paid or payable, before taking into
account any deferral, to the Executive by the Company and its affiliated
companies in respect of the three (3) fiscal years immediately preceding the
fiscal year in which the termination of Executive's employment occurs (if
Executive was not employed by the Company in a given fiscal year, that year will
be excluded from the calculation of Recent Average Bonus); and

                                    (B) The amount (such amount being
hereinafter referred to as the "Severance Amount") equal to the product of
multiplying (l) the sum of (i) the Executive's then current monthly base salary
(without, in the event of a termination of the Executive's employment pursuant
to Section 4(c)(ii) hereof,




                                       13
<PAGE>

giving effect to any reduction in the Executive's base salary) and (ii) the
Executive's Recent Average Bonus divided by 12 and (2) the number of months
determined in accordance with Exhibit A attached to this Agreement, which
Exhibit A sets forth a specific number of months or describes a method of
determining a specific number of months on the basis of the Executive's then
current (a) completed years of service with the Company and its affiliates, (b)
annual base salary and (c) age; provided, however, that such amount shall be
reduced by the present value (determined as provided in Section 280G(d)(4) of
the Internal Revenue Code of 1986, as amended (the "Code")) of any other amount
of severance relating to salary or bonus continuation to be received by the
Executive, upon such termination of employment, under any other severance plan,
policy or arrangement of the Company. One-third of the Severance Amount (the
"Non-Compete Payment") shall be deemed to be allocable to the performance of the
covenants applicable to Executive pursuant to the Confidentiality and
Non-Competition Agreement attached hereto as Exhibit B;

                           (ii) (A) At the Date of Termination, stock options,
restricted stock, and other awards relating to stock under equity incentive
plans or programs of the Company and its affiliates which would have become
vested (non-forfeitable) if Executive's employment had continued for thirty-six
(36) months thereafter, excluding awards that require performance goals to be
achieved in addition to passage of time and continued employment, will be
immediately vested and exercisable, and any such stock options and other
outstanding stock options




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<PAGE>

already vested at or before the Date of Termination shall remain outstanding and
exercisable for a period that is the greater of one year after the Date of
Termination (but in no event after the stated expiration date of such option) or
such longer period as may be provided under the applicable plan or program, and
any such awards subject to settlement at a date later than the vesting date
shall be immediately settled; and

         (B) At the Date of Termination, any then outstanding award opportunity
under the SIP will be terminated and settled by payment to Executive of an award
determined as follows: The Compensation Committee of the Company's Board of
Directors will determine the level of performance achieved (core net interest
margin compared to actual peer median net interest margin during the same
period) through the nearest practicable date to the Date of Termination, and
compare it to the "Adjusted NIM Target." The Adjusted NIM Target will be
calculated by subtracting the value of the Company's core net interest margin
compared to actual peer median at the beginning of the performance period
("Baseline NIM") from the target core net interest margin under the SIP, then
multiplying this figure by a fraction the numerator of which is the number of
days in the performance period through the Date of Termination and the
denominator of which is the number of days in the entire performance period
(that fraction being the "Proration Fraction"), and then adding that figure to
the Baseline NIM. The Compensation Committee will then make any other
adjustments required or permitted under the SIP, and will determine



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the corresponding number of shares that would have been earned over the entire
performance period based on such level of performance. Executive's final award
will then be this number of shares multiplied by the Proration Fraction, then
adjusted downward (but not below zero) by the amount (if any) paid under Section
3(b) in respect of the SIP at the time of the Change in Control. This final
award will be paid immediately in cash. If the SIP would not permit the payment
to Executive of an award as specified in this subparagraph (ii)(B), the Company
shall arrange to make a payment to the Executive substantially equivalent in
value to the award that otherwise would have been provided under this
subparagraph (ii)(B).

                           (iii) For thirty-six (36) months after the Date of
Termination, or for such longer period as any other plan, program, practice or
policy may provide, the Company shall continue benefits to the Executive and/or
the Executive's family at least equal to those which would have been provided to
them, if the Executive's employment had not been terminated, in accordance with
(A) the welfare benefit plans, practices, programs or policies of the Company
and its affiliated companies as in effect and applicable generally to other peer
executives and their families during the ninety (90)-day period immediately
preceding the Effective Date or (B) if more favorable to the Executive, those in
effect generally from time to time thereafter with respect to other peer
executives of the Company and its affiliated companies and their families (such
continuation of such benefits for the applicable period herein set forth being
hereinafter referred to as "Welfare




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Benefit Continuation"); provided that if such continued coverage is not
permitted by the applicable plans or by applicable law, the Company shall
provide the Executive and/or Executive's family with comparable benefits of
equal value; and provided further that if the Executive becomes reemployed with
another employer and is eligible to receive medical or other welfare benefits
under another employer-provided plan, the medical and other welfare benefits
described herein shall be secondary to those provided under such other plan
during such applicable period of eligibility. For purposes of determining
eligibility of the Executive for retiree benefits pursuant to such plans,
practices, programs and policies, the Executive shall be considered to have
remained employed during the thirty-six (36) month period immediately following
the Date of Termination and to have retired on the last day of such period; and

                           (iv) For thirty-six (36) months following the Date of
Termination (such period, the "Other Benefits Continuation Period"), the Company
shall continue to provide the Executive and his family with the benefits and
perquisites (such benefits and perquisites being hereinafter referred to as the
"Other Benefits") (or, in the event that the provision of such benefits and
perquisites is not possible, the cash value of such benefits and perquisites),
at least equal to those which would have been provided to them if the
Executive's employment had not been terminated, in accordance with the terms
generally applicable with respect to the provision of such benefits and
perquisites during the ninety (90) day period



                                       17
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immediately preceding the Effective Date, or, if more favorable to the
Executive, in effect generally from time to time thereafter during such Other
Benefits Continuation Period with respect to other peer executives of the
Company and its affiliated companies and their families. The Other Benefits
shall include (but shall not be limited to) the following: employer
contributions to the AMCORE Financial Security Plan, AMCORE Top Hat Plan, AMCORE
Cash Profit Plan or any other defined contribution retirement plan, club
membership fees, financial planning allowance and car allowance. Such benefits
shall be paid or made available to the Executive in the manner and at such time
or times as they would otherwise have been paid or made available absent the
occurrence of an event which triggers the application of this Section 5(a)(iv).

                  (b) Death. If the Executive's employment is terminated by
reason of the Executive's death during the Effective Period, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than for (i) payment of the Accrued
Obligations (which shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within thirty (30) days of the Date of
Termination) and (ii) the timely payment or provision of the Welfare Benefit
Continuation and Other Benefits.

                  (c) Disability. If the Executive's employment is terminated by
reason of the Executive's Disability during the Effective Period, this Agreement
shall terminate without further obligations to the Executive, other than for (i)
payment of




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the Accrued Obligations (which shall be paid to the Executive in a lump sum in
cash within thirty (30) days of the Date of Termination) and (ii) the timely
payment or provision of the Welfare Benefit Continuation and Other Benefits
during the twelve (12) month period immediately following the Date of
Termination.

                  (d) Cause; Other than for Good Reason. If, during the
Effective Period, the Executive's employment shall be terminated by the Company
for Cause or the Executive terminates employment not for Good Reason:

                           (i) The Company may elect to have the Confidentiality
and Non-Competition Agreement attached hereto as Exhibit B become effective and
remain in effect in accordance with the terms of that Agreement, by giving
notice of such election to the Executive, not later than five (5) business days
after the effectiveness of the Executive's termination of employment. If the
Company makes such election, the Company will be obligated to pay to the
Executive, in equal installments payable on the dates salary would have been
paid had the Executive's employment not terminated, during the one-year period
following such termination, an amount equal to one-third of the Severance Amount
(the "Non-Compete Payment") determined in accordance with Section 4(a)(i)(B)
hereof. The Non-Compete Payment shall represent payment for the performance of
the covenants applicable to Executive pursuant to the Confidentiality and
Non-Competition Agreement.

                           (ii) If the Executive's employment was terminated by
the




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<PAGE>

Company for Cause, the Company shall pay the Executive's then current annual
base salary through the Date of Termination, plus the amount of any compensation
previously deferred by the Executive (together with any accrued interest or
earnings thereon and as adjusted to reflect any other appreciation or
depreciation in value and any accrued vacation pay; in each case to the extent
theretofore unpaid.

                           (iii) If the Executive terminates his employment
other than for Good Reason, the Company shall pay to the Executive the Accrued
Obligations. In such case, all Accrued Obligations shall be paid to the
Executive in a lump sum in cash within thirty (30) days of the Date of
Termination.

                           (iv) Upon payment by the Company of the applicable
amounts under this Section 5(d), the Agreement shall terminate without further
obligations to the Executive.

         6. Certain Additional Payments by the Company. The Company agrees that:

                  (a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution by the Company to or for the benefit of the Executive (whether paid
or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional payments
required under this Section 6) (a "Payment") would be subject to the excise tax
imposed by Section 4999 of the Code or if any interest or penalties are incurred
by the Executive with respect to such



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<PAGE>

excise tax (such excise tax, together with any such interest and penalties,
being hereinafter collectively referred to as the "Excise Tax"), then the
Executive shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that, after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income and employment taxes (and any interest
and penalties imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, and, after taking into account the phase out of the itemized
deductions and personal exemptions attributable to the Gross-Up Payment, the
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payment.

                  (b) Subject to the provisions of paragraph (c), below, all
determinations required to be made under this Section 6, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made
by KPMG Peat, Marwick (or another accounting firm designated by the Company)
(the "Accounting Firm"), which shall provide detailed supporting calculations
both to the Company and the Executive within fifteen (15) business days of the
receipt of notice from the Executive that there has been a Payment, or such
earlier time as is requested by the Company. In the event that the Accounting
Firm is serving as accountant or auditor for the individual, entity or group
effecting the Change of Control, the Executive shall appoint another nationally
recognized accounting firm




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<PAGE>

to make the determinations required hereunder (which accounting firm shall then
be referred to as the Accounting Firm hereunder). All fees and expenses of the
Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as
determined pursuant to this Section 6, shall be paid by the Company to the
Executive within five (5) days of the receipt of the Accounting Firm's
determination. If the Accounting Firm determines that no Excise Tax is payable
by the Executive, it shall furnish the Executive with a written opinion that
failure to report the Excise Tax on the Executive's applicable federal income
tax return would not result in the imposition of a negligence or similar
penalty. Any good faith determination by the Accounting Firm shall be binding
upon the Company and the Executive. As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial determination
by the Accounting Firm hereunder, it is possible that Gross-Up Payments which
will not have been made by the Company should have been made ("Underpayment"),
consistent with the calculations required to be made hereunder. In the event
that the Company exhausts its remedies pursuant to paragraph (c), below, and the
Executive thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has occurred
and any such Underpayment shall be promptly paid by the Company to or for the
benefit of the Executive.

                  (c) The Executive shall notify the Company in writing of any
claim by the Internal Revenue Service that, if successful, would require the
payment



                                       22
<PAGE>

by the Company of a Gross-Up Payment. Such notification shall be given as soon
as practicable but no later than fifteen (15) business days after the Executive
is informed in writing of such claim and shall apprise the Company of the nature
of such claim and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the thirty
(30)-day period following the date on which Executive gives such notice to the
Company (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due). If the Company notifies the Executive in
writing prior to the expiration of such period that it desires to contest such
claim, the Executive shall:

                           (i) Give the Company any information reasonably
requested by the Company relating to such claim,

                           (ii) Take such action in connection with contesting
such claim as the Company shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation with respect to
such claim by an attorney reasonably selected by the Company,

                           (iii) Cooperate with the Company in good faith in
order effectively to contest such claim, and

                           (iv) Permit the Company to participate in any
proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with



                                       23
<PAGE>

such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limiting the foregoing provisions of this
paragraph (c), the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
the Executive to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner; and the Executive agrees to prosecute such contest to
a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount of such
payment to the Executive on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and further provided that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Executive with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company's control of the contest shall be limited to
issues with respect to which a



                                       24
<PAGE>

Gross-Up Payment would be payable hereunder and the Executive shall be entitled
to settle or contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.

                  (d) If, after the receipt by the Executive of an amount
advanced by the Company pursuant to paragraph (c), above, the Executive becomes
entitled to receive any refund with respect to such claim, the Executive shall
(subject to the Company's complying with the requirements of said paragraph (c))
promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon, after taxes applicable thereto). If, after
the receipt by the Executive of an amount advanced by the Company pursuant to
said paragraph (c), a determination is made that the Executive shall not be
entitled to any refund with respect to such claim and the Company does not
notify the Executive in writing of its intent to contest such denial of refund
prior to the expiration of thirty (30) days after such determination, then such
advance shall be forgiven and shall not be required to be repaid and the amount
of such advance shall offset, to the extent thereof, the amount of the Gross-Up
Payment required to be paid.

         7. Non-exclusivity of Rights. Except as explicitly provided in this
Agreement, nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any plan, program, policy or practice
provided by the Company or any of its affiliated companies and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the



                                       25
<PAGE>

Executive may have under applicable law or under any other contract or agreement
with the Company or any of its affiliated companies. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any other
plan, policy, practice or program of; or any other contract or agreement with,
the Company or any of its affiliated companies at, or subsequent to, the Date of
Termination shall be payable in accordance with such plan, policy, practice or
program or contract or agreement except as explicitly modified by this Agreement

         8. Full Settlement; Resolution of Disputes.

                   (a) The Company's obligation to make the payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall
not be affected by any set-off, counterclaim, recoupment, defense or other
claim, right or action which the Company may have against the Executive or
others (except as specifically provided with respect to the Non-Compete
Payment). In no event shall the Executive be obligated to seek other employment
or take any other action by way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement and, except as provided
in Section 5(a)(iii) of this Agreement, such amounts shall not be reduced
whether or not the Executive obtains other employment. The Company agrees to pay
promptly upon receipt of proper invoices, to the fullest extent permitted by
law, all legal fees and expenses which the Executive may reasonably incur as a
result of any contest by the Company, the Executive or others of the validity or
enforceability of, or liability under, any




                                       26
<PAGE>

provision of this Agreement or any guarantee of performance thereof (including
as a result of any contest initiated by the Executive about the amount of any
payment due pursuant to this Agreement), plus in each case interest on any
delayed payment at the applicable federal rate provided for in Section
7872(f)(2)(A) of the Code; provided, however, that in the event that it is
finally judicially determined that the Executive was terminated for Cause, then
the Executive shall be obligated to repay to the Company the full amount of all
such legal fees and expenses paid for the Executive by the Company in connection
with that contest, plus interest at the rate described above.

                  (b) If there shall be any dispute between the Company and the
Executive (i) in the event of any termination of the Executive's employment by
the Company, whether such termination was for Cause, or (ii) in the event of any
termination of employment by the Executive, whether Good Reason existed, then,
unless and until there is a final, nonappealable judgment by a court of
competent jurisdiction declaring that such termination was for Cause or that the
determination by the Executive of the existence of Good Reason was not made in
good faith, the Company shall pay all amounts, and provide all benefits, to the
Executive and/or the Executive's family or other beneficiaries, as the case may
be, that the Company would be required to pay or provide pursuant to Section
5(a) hereof as though such termination were by the Company without Cause or by
the Executive with Good Reason; provided, however, that the Company shall not be
required to pay any




                                       27
<PAGE>

disputed amounts pursuant to this paragraph except upon receipt of an
undertaking by or on behalf of the Executive and/or the other recipient(s), as
the case may be, to repay all such amounts to which the Executive or other
recipient, as the case may be, is ultimately adjudged by such court not to be
entitled.

          9. Confidential Information. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its affiliated companies,
and their respective businesses, which shall have been obtained by the Executive
during the Executive's employment by the Company or any of its affiliated
companies and which shall not be or become public knowledge (other than by acts
by the Executive or representatives of the Executive in violation of this
Agreement). After termination of the Executive's employment with the Company,
the Executive shall not, without the prior written consent of the Company or as
may otherwise be required by law or legal process, communicate or divulge any
such information, knowledge or data to anyone other than the Company and those
designated by it. However, in no event shall an asserted violation of the
provisions of this Section 9 constitute a basis for deferring or withholding any
amounts otherwise payable to the Executive under this Agreement.

         10. Successors.

                  (a) This Agreement is personal to the Executive and, without
the prior written consent of the Company, no obligations or rights hereunder
shall be




                                       28
<PAGE>

assignable by the Executive otherwise than by will or the laws of descent or
distribution. This Agreement shall inure to the benefit of and be enforceable by
the Executive's legal representatives.

                  (b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.

                  (c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement, by operation of
law or otherwise.

         11. Miscellaneous.

                  (a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois, without reference to
principles of choice of law. The captions of this Agreement are for convenience
only and are not part of the provisions hereof and shall have no force or
effect. This Agreement may not be amended or modified otherwise than by a
written agreement executed by the parties hereto or their respective successors
and legal representatives.

                  (b) All notices and other communications hereunder shall be in


                                       29
<PAGE>

writing and shall be given to the other party by hand delivery or commercial
messenger delivery or by registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:

                           If to the Executive:

                           (Named Executive, address)

                           If to the Company:

                           Amcore Financial, Inc.
                           501 Seventh Street
                           P.O. Box 1537
                           Rockford, Illinois  61110-0037
                           Attention:  James S. Waddell

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

                  (c) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

                  (d) The Company may withhold from any amounts payable under
this Agreement such federal, state or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

                  (e) The Executive's or the Company's failure to insist upon
strict compliance with any provision hereof or the failure to assert any right
that the Executive or the Company may have hereunder, including, without
limitation, the




                                       30
<PAGE>

right of the Executive to terminate employment for Good Reason pursuant to
Section 4(c) of this Agreement, shall not be deemed to be a waiver of such
provision or right or of any other provision of or right under this Agreement.

                  (f) The Executive and the Company acknowledge that this
Agreement is not a contract of employment and that, except as may otherwise be
provided under any other written agreement between the Executive and the
Company, the employment of the Executive by the Company is, and shall remain
during the Effective Period, "at will" and may, subject to Section 5, above, be
terminated by either the Executive or the Company at any time. Moreover, subject
to Section 1, above, if prior to the Effective Date (i) the Executive's
employment with the Company and all affiliates terminates or (ii) the Executive
ceases to be an officer of the Company and of all affiliates, then the Executive
shall have no further rights under this Agreement.

                  (g) This Agreement embodies the entire agreement and
understanding between the Company and the Executive and supersedes all prior
agreements and understandings between the Company and Executive relating to the
subject matter hereof, including (but not by way of limitation) the Transitional
Compensation Agreement dated (previous agreement date).

                  IN WITNESS WHEREOF, the Executive has hereunto set the
Executive's hand and, pursuant to the authorization of its Board of Directors,
the




                                       31
<PAGE>

Company has caused these presents to be executed in its name on its behalf, all
as of the day and year first above written.

                                         AMCORE FINANCIAL, INC.

                                         By:  _______________________________
                                                  James S. Waddell

                                         Its:     Executive Vice President &
                                                  Chief Administrative Officer


                                         By: ________________________________
                                                  (Named Executive)



                                       32
<PAGE>




                                    Exhibit A

                  The number of months to be used under this Agreement shall be
thirty-six (36) months notwithstanding Executive's years of service, age and
annual base pay.





                                       A-1





<PAGE>



                                    EXHIBIT B
                  CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

              CONFIDENTIALITY AND NON-COMPETITION AGREEMENT, dated as of
DECEMBER 18, 2001, by and between Amcore Financial, Inc. (the "Company") and
_____________________(Named Executive).

              Section 1. Non-Competition; Non-Solicitation.

                  (a) During the period beginning on the "Effective Date," as
that term is defined in the Transitional Compensation Agreement of even date
herewith, and continuing while Executive is serving as an executive officer of
the Company and for one year following the termination of Executive's employment
with the Company, any successor thereto, and its or their subsidiaries (the
"Noncompetition Period"), if such termination of employment occurs within one
year after the Effective Date and Executive becomes entitled to receive the
"Non-Compete Payment" as defined in Section 5 of the Transitional Compensation
Agreement, Executive will not, within fifty (50) miles of the Company's
headquarters in Rockford, Illinois or within twenty-five (25) miles of any
office or branch location in which the Company was conducting business as of the
Effective Date, engage in "Competition" with the Company. For purposes of this
Confidentiality and Non-Competition Agreement, Competition by Executive shall
mean Executive's:

                           (i) engaging in, including without limitation
         consulting or start-up activities for Executive's own account or any
         third party, the business of commercial banking (including trust and
         asset management and mortgage banking); or

                           (ii) becoming interested in, or otherwise directly or
         indirectly being employed by or acting as a consultant or lender to, or
         render any services to, or being a director, officer, employee,
         principal, agent, stockholder, manager, member, owner or partner of,
         employer of, or permitting his name to be used in connection with the
         activities of any other business or organization (a "Competing
         Business") which engages in, or is preparing to engage in, the business
         of commercial banking (including trust and asset management and
         mortgage banking); provided, however, that, notwithstanding the
         foregoing, it shall not be a violation of this Section 2(a) for
         Executive to become the registered or beneficial




                                       B-1




<PAGE>

         owner of up to two(2%) percent of any class of the capital stock of a
         Competing Business registered under the Securities Exchange Act of
         1934, as amended, provided that Executive does not otherwise
         participate in the business of such corporation.

                  (b) during the Noncompetition Period, Executive will not in
any manner, directly or indirectly:

                           (i) solicit (or cause, or authorize, to be
         solicited), divert or otherwise attempt to obtain the business of any
         person who is, or has at any time within three years prior to the date
         of such action been, a customer, supplier, licensee or business
         relation of the Company for any purpose which is competitive with the
         Company's business;

                           (ii) intentionally disturb or attempt to disturb in
         any adverse respect any business relationship between any person and
         the Company;

                           (iii) solicit from any customer of the Company, or
         from any known potential customer of the Company, business which has
         been the subject of a known written or oral bid, offer or proposal by
         the Company, or of substantial preparation with a view to making such a
         bid, proposal or offer, in any case, during the two-year period
         immediately preceding the termination for any reason whatsoever of his
         service with the Company;

                           (iv) seek or attempt to persuade, induce or encourage
         any director, officer, employee, consultant, advisor or other agent of
         the Company to discontinue his or her status or employment therewith or
         to become employed or otherwise engaged in a Competing Business; and

                           (v) solicit or employ, or otherwise hire or engage as
         an employee, independent contractor, consultant, advisor or otherwise,
         any person at any time within 12 months following the date of cessation
         of employment of such person or the termination of such person's other
         status, as the case may be, with the Company.

         Section 2. Confidentiality; Intellectual Property; Disclosure.



                                      B-2
<PAGE>

                  (a) Except as otherwise provided in this Confidentiality and
Non-Competition Agreement, at all times hereafter, Executive shall keep secret
and retain in strictest confidence, any and all Confidential Information (as
hereinafter defined) relating to the Company, and shall use such Confidential
Information only in furtherance of the performance by him of his duties as an
executive officer of the Company and not for personal benefit or the benefit of
any interest adverse to the interests of the Company. For purposes of this
Confidentiality and Non-Competition Agreement, "Confidential Information" shall
mean any confidential or proprietary information including, without limitation,
plans, specifications, models, samples, data, customer lists and customer
information, computer programs and documentation, and other technical and/or
business information, in whatever form, tangible or intangible, printed,
electronic or magnetic, that can be communicated by whatever means available at
such time, that relates to the Company's current business or future business
contemplated during the period Executive serves as an executive officer of the
Company, products, services and/or developments, or information received from
others that the Company is obligated to treat as confidential or proprietary,
and Executive shall not disclose such Confidential Information to any person
other than the Company, except as may be required by law or court or
administrative order (in which event Executive shall so notify the Company as
promptly as practicable). Upon the termination of Executive's position as an
executive officer of the Company for any reason, Executive shall promptly return
to the Company or destroy all copies, reproductions and summaries of
Confidential Information in his possession or control and erase the same from
all media in his possession or control, and, if the Company so requests, shall
certify in writing that he has done so. All Confidential Information is and
shall remain the property of the Company, or in the case of information that the
Company receives from a third party which it is obligated to treat as
confidential, then the property of such third party.

                  (b) All Intellectual Property (as hereinafter defined)
created, developed, co-developed, obtained or conceived of by Executive during
the period Executive is serves as an executive officer of the Company, and all
business opportunities presented to Executive during the period Executive serves
as an executive officer of the Company, shall be owned by and belong exclusively
to the Company, provided that they reasonably relate to any of the business of
the Company on the date of such creation, development, obtaining or conception,
and Executive shall (i) promptly disclose any such Intellectual Property or
business opportunity to the Company, and (ii) promptly execute and deliver to
the Company, without additional compensation, such instruments as the Company
may require from time to time to evidence its ownership of any such Intellectual
Property or business opportunity (the "Intellectual Property Documents"). If the
Company is


                                      B-3

<PAGE>

unable because of Executive's mental or physical incapacity or for any other
reason to secure Executive's signature for any Intellectual Property Document,
then Executive hereby irrevocably designates and appoints the Company and its
duly authorized officers and agents as his agent and attorney in fact, to act
for and in his behalf and stead to execute and file any Intellectual Property
Document and to do all other lawfully permitted acts to evidence or perfect the
Company's ownership and rights of and to any Intellectual Property or business
opportunity with the same legal force and effect as if executed by Executive.
For purposes of this Confidentiality and Non-Competition Agreement, the term
"Intellectual Property" means any and all of the following and all statutory
and/or common law rights throughout the world in, arising out of, or associated
therewith: (i) all patents and applications therefor, including docketed patent
disclosures awaiting filing, reissues, divisions, renewals, extensions,
provisionals, continuations and continuations-in-part thereof; (ii) all
inventions (whether patentable or not), inventions disclosures and improvements,
all trade secrets, confidential business information (including ideas, research
and development, know-how, compositions, designs, specifications, pricing and
cost information and business and market plans and proposals), proprietary
information, manufacturing, engineering and technical drawings and
specifications, processes, designs and technology; (iii) all works of
authorship, "moral rights," copyrights (including derivative works thereof),
mask works, copyright and mask work registrations and applications therefor;
(iv) all trade names, trade dress, logos, product names, collective marks,
collective membership marks, trademarks certification marks and service marks,
trademark and service mark registrations and applications together with the
goodwill of the business symbolized by the names and the marks; (v) all data and
related documents, object code, databases, passwords, encryption technology,
firmware, development tools, files, records and data, and all media on which any
of the foregoing is recorded; (vi) any similar, corresponding or equivalent
rights to any of the foregoing; (vii) all documentation related to any of the
foregoing; and (viii) all goodwill associated with any of the foregoing.]

         Section 3. Non-Disparagement.

                  Executive shall not, at any time from and after the Effective
Date, make statements or representations, or otherwise communicate, directly or
indirectly, in writing, orally, or otherwise, or take any action which may,
directly or indirectly, disparage or be damaging to the Company, its successors,
subsidiaries or affiliates or their respective officers, directors, employees,
advisors, businesses or reputations, and the Company, its successors,
subsidiaries and affiliates and their respective officers, employees, and agents
shall not make any such statements or representations regarding Executive.
Notwithstanding the foregoing, nothing in this


                                      B-4

<PAGE>

Agreement shall preclude Executive or any other person from making truthful
statements that are required by applicable law, regulation or legal process.

         Section 4. Cooperation With Regard to Litigation.

                  Executive agrees to cooperate with the Company, at any time
from and after the Effective Date (including following Executive's termination
of employment), by making himself available to testify on behalf of the Company
or any successor, subsidiary or affiliate of the Company, in any action, suit,
or proceeding, whether civil, criminal, administrative, or investigative, and to
assist the Company, or any successor, subsidiary or affiliate of the Company, in
any such action, suit, or proceeding, by providing information and meeting and
consulting with the Board or its representatives or counsel, or representatives
or counsel to the Company, or any subsidiary or affiliate of the Company, as may
be reasonably requested and after taking into account Executive's
responsibilities and obligations to third parties. The Company agrees to
reimburse Executive, on an after-tax basis, for all expenses actually incurred
in connection with his provision of testimony or assistance hereunder.

         Section 5. Covenants Reasonable.

                  Executive hereby acknowledges that the business of the Company
is highly competitive. Executive further acknowledges that this Confidentiality
and Non-Competition Agreement is being entered into in connection with the
Transitional Compensation Agreement, that his service to the Company will be of
a special and unique character, and that he will continue to be identified
personally with the Company. Executive also acknowledges that service as an
executive officer of the Company will require that he have access to some of the
Company's most highly confidential business information, trade secrets and
proprietary information. The parties therefore acknowledge that the restrictions
contained in Sections 1 and 2 hereof are a reasonable and necessary protection
of the immediate interests of the Company, and any violation of these
restrictions would cause substantial injury to the Company and that the Company
would not have entered into the Transitional Compensation Agreement and this
Confidentiality and Non-Competition Agreement without receiving the additional
consideration offered by Executive in binding himself to any of these
restrictions.

         Section 6. Governing Law; Consent to Jurisdiction; Injunctive Relief.

                  This Confidentiality and Non-Competition Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of


                                      B-5

<PAGE>

Illinois, without regard to its conflict of laws provisions. In the event of a
breach or threatened breach by Executive of any of these restrictions, the
Company shall be entitled to apply to any court of competent jurisdiction for an
injunction restraining Executive from such breach or threatened breach;
provided, however, that the right to apply for an injunction shall not be
construed as prohibiting the Company from pursuing any other available remedies
for such breach or threatened breach.

         Section 7. Notices.

                  Unless otherwise provided herein, any notice, exercise of
rights or other communication required or permitted to be given hereunder shall
be in writing and shall be given by overnight delivery service such as Federal
Express, telecopy (or like transmission) or personal delivery against receipt,
or mailed by registered or certified mail (return receipt requested), to the
party to whom it is given at such party's address set forth below such party's
name on the signature page or such other address as such party may hereafter
specify by notice to the other party hereto. Any notice or other communication
shall be deemed to have been given as of the date so personally delivered or
transmitted by telecopy or like transmission or on the next business day when
sent by overnight delivery service.

         Section 8. Amendment.

                  This Confidentiality and Non-Competition Agreement may be
amended, modified, superseded or canceled, and the terms and covenants hereof
may be waived, only by a written instrument executed by both of the parties
hereto, or in the case of a waiver, by the party waiving compliance. The failure
of either party at any time or times to require performance of any provision
hereof shall in no manner affect the right at a later time to enforce the same.

         Section 9. Binding Effect.

                  This Confidentiality and Non-Competition Agreement is not
assignable by Executive. This Confidentiality and Non-Competition Agreement
shall be binding upon and inure to the benefit of the Company and any successor
organizations which shall succeed to the Company by merger or consolidation or
operation of law or otherwise, or by acquisition of all or substantially all of
the assets of the Company.

         Section 10. Severability.


                                      B-6
<PAGE>

                  Executive acknowledges and agrees that the restrictive
covenants and agreements contained herein (the "Restrictive Covenants") are
reasonable and valid in geographic and temporal scope and in all other respects,
and do not impose limitations greater than that are necessary to protect the
goodwill, the confidential information and any other business interests of the
Company, or any of its successors or assigns. If, however, any court
subsequently determines that any of such covenants or agreements, or any part
thereof, is invalid or unenforceable, the remainder of such covenants and
agreements shall not thereby be affected and shall be given full effect without
regard to the invalid portions thereof. In addition, if any court construes any
of the Restrictive Covenants, or any part thereof, to be unenforceable because
of the duration of such provision or the area covered thereby, such court shall
have the power to reduce the duration or area of such provision and, in its
reduced form, such provision shall then be enforceable and shall be enforced.

         Section 11. Execution in Counterparts.

                  This Confidentiality and Non-Competition Agreement may be
executed in one or more counterparts, each of which shall be deemed to be an
original and all of which shall constitute one and the same instrument.

         Section 12. Entire Agreement.

                  This Confidentiality and Non-Competition Agreement (together
with applicable provisions of the Transitional Compensation Agreement) sets
forth the entire agreement, and supersedes all prior agreements and any other
agreement between the parties and understandings, both written and oral, between
the parties with respect to the subject matter hereof as applicable to any
period after the Effective Date (except for other agreements relating to
confidentiality, proprietary information and intellectual property as may be
entered into by Executive and the Company or any subsidiary or affiliate).

         Section 13. Titles and Headings.

                  Titles and headings to Sections herein are for purposes of
reference only, and shall in no way limit, define or otherwise affect the
meaning or interpretation of any of the provisions of this Confidentiality and
Non-Competition Agreement.

         Section 14. Conflicts of Interest; Representations and Warranties.




                                      B-7
<PAGE>

                  Executive specifically covenants, warrants and represents to
the Company that he has the full, complete and entire right and authority to
enter into this Confidentiality and Non-Competition Agreement, that he has no
agreement, duty, commitment or responsibility or obligation of any kind or
nature whatsoever with any corporation, partnership, firm, company, joint
venture or other person which would conflict in any manner whatsoever with any
of his duties, obligations or responsibilities to the Company pursuant to this
Confidentiality and Non-Competition Agreement or which could interfere with
Executive's performance under this Confidentiality and Non-Competition
Agreement, that he is not in possession of any document or other tangible
property of any other person of a confidential or proprietary nature which would
conflict in any manner whatsoever with any of his duties, obligations or
responsibilities to the Company pursuant to this Confidentiality and
Non-Competition Agreement and Executive's performance of his obligations to the
Company will not breach any agreement by which Executive is bound not to
disclose any proprietary information, and that he is fully ready, willing and
able to perform each and all of his duties, obligations and responsibilities
pursuant to this Confidentiality and Non-Competition Agreement.



                                      B-8

<PAGE>


                  IN WITNESS WHEREOF, the undersigned have executed this
Confidentiality and Non-Competition Agreement.

                                                 ___________________________
                                         Name:       (Named Executive)
                                         Address:

                                         AMCORE FINANCIAL, INC.



                                         By:_________________________________
                                         Name:    James S. Waddell
                                         Title:   Executive Vice President &
                                                  Chief Administrative Officer

                                         Address:  Amcore Financial, Inc.
                                                   501 Seventh Street
                                                   Rockford, Illinois 61104



                                      B-9