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                                                                   EXHIBIT 10.6

                      COMMERCIAL PAPER PLACEMENT AGREEMENT

        THIS AGREEMENT is entered into as of November 10, 1995, by and between
AMCORE Financial, Inc. Corporation (hereinafter referred to as "Issuer"), a
corporation with a place of business at 501 7th Street, Rockford, IL 61104 and
M&I Marshall & Ilsley Bank, (hereinafter referred to as "Agent"), 770 North
Water Street, Milwaukee, Wisconsin 33202.

                              W I T N E S S E T H:

        WHEREAS, Issuer desires to sell, from time to time, interest bearing or
discounted short-term unsecured debt obligations having maturities of no more
than two hundred seventy (270) days (hereinafter such debt obligations being
referred to as "Commercial Paper"); and

        WHEREAS, Issuer desires to retain Agent to advise Issuer with respect
to its issuance of Commercial Paper, to solicit purchasers for such Commercial
Paper as Issuer from time to time advises Agent it desires to issue, and to
place Commercial Paper with purchasers (hereinafter "Purchaser" or
"Purchasers"); and

        WHEREAS, Issuer desires to compensate Agent for the services Agent will
be performing for Issuer from time to time as herein described.

        NOW, THEREFORE, in consideration of the premises and the undertakings
hereinafter set forth, Issuer and Agent hereby agree as follows:

Section 1.  DEFINITIONS. As used in this Agreement, including the Exhibits
            attached hereto, the following terms shall have the following
            meanings (such meanings to be equally applicable to both the
            singular and plural forms of the terms defined):

            "AUTHORIZED PERSONS OF ISSUER" shall mean the individuals whose
            names appear in Exhibit A attached hereto and made a part hereof (as
            such Exhibit may be revised from time to time by written notice
            given to Agent by Issuer).

            "BACK-UP LINES OF CREDIT" shall mean those lines of credit listed on
            the Certificate attached hereto as Exhibit B, as such Certificate
            may be amended from time to time by the Issuer as provided herein.

            "ISSUER'S BOOK ENTRY COMMERCIAL PAPER TRANSACTION" shall mean
            Issuer's Commercial Paper which Agent has placed from time to time
            with a Purchaser, with issuance and sale of such Commercial Paper,
            including the principal amount, rate, discount (if applicable) and
            maturity thereof, (i) being manifested on Issuer's books and
            records, and (ii) not being represented by a promissory note
            instrument of Issuer.

            "ISSUER'S COMMERCIAL PAPER" shall mean Issuer's interest bearing or
            discounted short-term unsecured debt obligations issued hereunder,
            evidenced either by Issuer's Book Entry Commercial Paper
            Transactions, or substituted promissory notes given therefor, issued
            in minimum denominations of $100,000 (for maturities from 15 days to
            270 days), or in minimum denominations of $100,000 (for maturities
            from 5 days to 14 days).

            "SETTLEMENT DATE" shall mean the date on which payment in
            immediately available funds is made by Purchaser to Issuer of the
            purchase price of Issuer's Commercial Paper under an Issuer's Book
            Entry Commercial Paper Transaction; provided that such payment from
            Purchaser to Issuer may be accomplished, at Agent's discretion,
            through a special clearing account established with agent for such
            purpose, and in such case
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            "SETTLEMENT DATE" shall mean the date on which payment in
            immediately available funds of the purchase price is made to Issuer
            from Agent's special clearing account.

Section 2.  AGGREGATE LIMITS ON ISSUER'S COMMERCIAL PAPER. Issuer covenants and
            agrees that the outstanding principal amount owing under Issuer's
            Commercial Paper placed by Agent with Purchasers pursuant to this
            Agreement, when added to the amounts drawn and outstanding under
            Back-Up Lines of Credit, shall not at any time exceed $25,000,000.

Section 3.  CERTAIN RELATIONSHIPS CREATED BETWEEN ISSUER AND AGENT; SCOPE OF
            AGENT'S DUTIES. Agent will be acting hereunder as Issuer's agent to
            assist Issuer in selling Issuer's Commercial Paper without recourse
            and solely upon the order and for the account of Issuer. Agent will
            limit its solicitation of prospective Purchasers of Issuer's
            Commercial Paper to institutional investors or other sophisticated
            investors who normally purchase commercial paper. Agent will not
            make any general solicitation or advertisement to the public with
            respect to a particular placement of Issuer's Commercial Paper.
            Commercial paper issued by the Issuer from time to time hereunder
            shall be issued in reliance upon the commercial paper exemption from
            registration contained in Section 3(a)(3) of the Securities Act of
            1933, as amended, and the appropriate exemption from registration
            contained in applicable state securities laws. Agent will in no
            event purchase or repurchase Issuer's Commercial Paper for Agent's
            own account, nor will Agent take any ownership interest of any kind
            in any of the Issuer's Commercial Paper placed hereunder.

Section 4.  PROCEDURES. With respect to the sale from time to time of Issuer's
            Commercial Paper, the Agent and Issuer shall follow the procedures
            described in this Section:

            (a) When Issuer desires Agent's assistance in the sale of Issuer's
            Commercial Paper, an Authorized Person of Issuer will contact a duly
            authorized employee of Agent and inform Agent of the amount of
            commercial paper that Issuer desires to issue. Such Authorized
            Person of Issuer and authorized employee of Agent will then mutually
            agree on other details respecting the proposed issuance of Issuer's
            Commercial Paper, including, without limitation, rate, maturity date
            and proposed Settlement Date.

            (b) Following such advice from Issuer referred to in subparagraph
            (a), Agent will solicit Purchasers for Issuer's Commercial Paper as
            described in Section 3. Upon negotiating a sale to Purchaser, on
            each Settlement Date, Agent will debit Purchaser's account with
            Agent, and credit Issuer's Account #19313 with Agent, with credit
            advice to Issuer, in immediately available funds, (i) the total
            principal amount of interest bearing Issuer Commercial Paper
            purchased by Purchaser, scheduled to be settled on such date, and/or
            (ii) the total net proceeds of Issuer's Commercial Paper, purchased
            by Purchaser at a discount, scheduled to be settled on such date.

            (c) Daily cutoff time for same day settlement shall be 12:00 Noon.

            (d) On the maturity dates specified the Agent shall charge Issuer's
            Account #19313 with Agent, with debit advice to Issuer, for the
            total amount of principal and interest payable to Purchasers with
            respect to Issuer's Book Entry Commercial Paper Transactions
            maturing on such dates, and Agent shall forthwith credit such
            amounts in immediately available funds to Purchasers' accounts
            maintained with Agent for such purpose.

            (e) So long as Issuer has Issuer Commercial Paper outstanding
            hereunder, Issuer agrees to maintain with Agent the accounts
            referred to in subparagraphs (b) and (d) above.

            (f) Agent may establish and utilize such special clearing accounts
            as may be necessary or appropriate to carry out the transactions
            contemplated by this section.
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Section 5.      SUBSTITUTION. If at any time requested in writing by Agent,
                Issuer shall promptly issue and deliver to Agent a promissory
                note in customary form, payable to bearer or to Agent (as
                designated by Agent), in substitution for and in cancellation
                of any Issuer Book Entry Commercial Paper Transaction. Agent
                will make such substitution request of Issuer only in the event
                that a Purchaser has requested Agent to obtain delivery and
                possession of a promissory note to evidence Issuer's obligation
                to Purchaser, in lieu of and in substitution for Issuer's Book
                Entry Commercial Paper Transaction. Upon maturity of any such
                substituted promissory note, the payment procedures specified
                in Section 4(d) above shall be followed, and Agent thereafter
                shall promptly return to the Issuer the original promissory
                note marked "paid".


Section 6.      TERMINATION. Either the Issuer or Agent may terminate this
                Agreement at any time by written notice to the other, but such
                termination shall not affect their respective rights,
                duties and obligations with respect to Issuer's Commercial
                Paper transactions entered into prior to such termination.

Section 7.      FINANCIAL REPORTS AND BACK-UP LINE OF CREDIT CERTIFICATES. On a 
                quarterly basis, Issuer will submit such financial statements
                to Agent as Agent may reasonably request, which financial
                statements will show the results of Issuer's operations for the
                preceding three months. In addition to such financial
                statements, Issuer will provide Agent with a certificate
                substantially similar to Exhibit B attached hereto, signed by
                an Authorized Person of Issuer, certifying to Agent that Issuer
                has confirmed Back-Up Lines of Credit in place to cover
                Issuer's Commercial Paper then outstanding. 

Section 8.      AGENT'S FEES. Agent will charge and collect from Issuer, on a
                monthly basis, fees for Agent's services, determined as
                provided in this Section. On the 7th business day of each
                month, Agent will charge and collect fees from Issuer's Account
                #17313 for each Issuer Book Entry Commercial Paper Transaction  
                during the preceding month (each such transaction being 
                hereinafter referred to as a "Unit".)  Fees for each Unit
                will be determined by multiplying the principal amount of each
                Unit times a rate of .0015% per annum for the number of days
                from and including Settlement Date to the scheduled maturity
                date of the Unit, calculated on the basis of a year of 360
                days; provided, however, that the minimum per Unit fee in any
                event shall be $10.

Section 9.      ISSUER COVENANTS, REPRESENTATIONS AND WARRANTIES. Issuer
                covenants and agrees that it will at all times, so long as
                there is Issuer Commercial Paper outstanding hereunder, have
                and maintain confirmed Back-Up Lines of Credit in place and
                available to be drawn upon in an amount at least equal to
                amounts outstanding under Issuer's Commercial Paper. Issuer
                will pay all such fees and charges as may become due and owing
                to keep such Back-Up Lines of Credit valid, binding and in
                full force and effect, and will not take or refuse to take any
                action, or permit any condition to arise or occur, which would
                amount to a breach of any term or condition of any Back-Up Line
                of Credit such that the obligor thereof could consider the
                Issuer to be in default thereunder. Issuer represents and
                warrants to Agent that the execution of this Agreement and
                performance by Issuer hereunder have been duly authorized by
                all necessary corporate action, and Issuer shall deliver to
                Agent at the time of executing this Agreement a Certificate
                substantially similar to Exhibit C attached hereto, confirming
                such due corporate authority and related matters. Issuer
                further represents and warrants that its execution and
                performance hereunder will not contravene or otherwise be in
                conflict with any bylaw, agreement, understanding or order
                related to Issuer or as to which Issuer is a party. Issuer's
                representations and warranties contained herein shall survive
                execution of this Agreement. 


Section 10.     INFORMATION REPORTING. Agent shall comply with all applicable
                information reporting and backup withholding requirements
                imposed on Agent under the Internal Revenue 
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                Code of 1954, as amended, arising from Agent's role as
                "middleman" as defined in IRS Reg. 1.6049-1(f)(4), with
                respect to interest payments on Issuer's Commercial Paper
                placed by Agent with Purchasers. 

Section 11.     NO LEGAL ADVICE. In entering into this Agreement, Issuer
                acknowledges that Agent has not rendered to Issuer, nor has
                Issuer sought from Agent, legal advice of any kind of nature
                respecting the subject matter contained herein or the duties to
                be performed hereunder by the parties hereto, and Issuer has
                relied upon advice and opinions of its counsel with respect to
                this Agreement.

Section 12.     ENTIRE AGREEMENT. This Agreement, including the Exhibits
                attached hereto, contains and constitutes the entire and only
                agreement and understanding by and between Issuer and Agent
                respecting the subject matter hereof, and cannot be changed,
                modified, supplemented, amended or waived except as expressly
                set forth in a written instrument signed by an Authorized
                Person of Issuer and an authorized employee of Agent. 

Section 13.     GOVERNING LAW. The terms and provisions of this Agreement and
                the rights, duties and obligations of Issuer and Agent
                hereunder shall be governed by and construed in accordance
                with the laws of the State of Wisconsin. 


        IN WITNESS WHEREOF, Issuer and Agent have caused this Agreement to be
signed by duly authorized officers, as of the day and year first above written. 


                                        ISSUER: AMCORE FINANCIAL, INC. 
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                                        By:     JOHN R. HECHT 
                                                -------------------------------
                                        Its:    Senior Vice President & 
                                                Chief Financial Officer
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                                        AGENT:  M&I MARSHALL & ILSLEY BANK

                                        By:
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                                        Its:
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