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                                                                   EXHIBIT 10.3e

                                        
                              AMENDED AND RESTATED

                      TRANSITIONAL COMPENSATION AGREEMENT


     AGREEMENT by and between Amcore Financial, Inc., a Nevada corporation (the
"Company"), and KENNETH E. EDGE, JOHN R. HECHT, and JAMES S. WADDELL (the
"Executive"), dated as of the 18TH DAY OF NOVEMBER, 1998.  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
September 25, 1995.

     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 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



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receipt of other compensation and benefits. Therefore, in order to accomplish
these objectives, the Board has caused the Company to enter into this Agreement.

     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 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 


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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 September 25, 1995 and ending on the third anniversary of such
date; provided, however, that on September 25, 1996, 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.

     2.  Change of Control.  For the purpose of this Agreement, a "Change of
Control" shall mean:

         (a) The acquisition, other than from the Company, by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial
ownership (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, 

                                        
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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 (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 relating to the election of the
directors of the Company (as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act); or

         (c) Approval by the stockholders of the Company of (i) a
reorganization, merger or consolidation 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 


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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 corporation
resulting from such reorganization, merger or consolidation, or (ii) a complete
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.  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").

     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 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 


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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.  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
(i) repeated violations by the Executive of the Executive's assigned duties as
an employee of the Company (other than as a result of incapacity due to physical
or mental illness) which are demonstrably willful and deliberate on the
Executive's part, which are committed in bad faith or without reasonable belief
that such violations are in the best interests of the Company, and which are not
remedied within thirty (30) days after receipt of written notice from the
Company specifying such violations or (ii) the conviction of the Executive of a
felony involving moral turpitude.

         (c) Good Reason

               (i) The Executive's employment may be terminated during the
Effective Period by the Executive for Good Reason (as defined below).

              (ii) For purposes of this Agreement, "Good Reason" shall mean:


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                 (A) 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, 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;

                 (B) 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;

                 (C) 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;

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

                 (E) 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.

                                        
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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 hereunder 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, 


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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) Good Reason; Other Than for Cause, Death or Disability.  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 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 (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 


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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; and

                 B. The amount (such amount being hereinafter referred to as the
"Severance Amount") equal to the product of multiplying by three (3) the sum of
(1) the Executive's then current annual base salary and (2) Executive's Recent
Average Bonus; 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; and

                 C. A separate lump-sum supplemental retirement benefit (the
amount of such benefit being hereinafter referred to as the "Supplemental
Retirement Amount") equal to the difference between (1) the actuarial equivalent
(utilizing for this purpose the actuarial assumptions utilized with respect to
the Financial Security Plans of the Company (or any successor plans thereto)
(the "Retirement Plans") during the ninety (90)-day period immediately preceding
the Effective Date) of the benefits payable under the Retirement Plans and under
any supplemental and/or excess retirement plans of the Company and its
affiliated companies providing benefits for the Executive (the "SERPs") which
the Executive would have received if the Executive's employment had continued
(at the compensation level in effect at the time of termination of Executive's
employment) for three (3) years after the Date of Termination, assuming for this
purpose that all accrued benefits are fully vested and that benefit accrual
formulas are no less 


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advantageous to the Executive than those in effect during the ninety (90)-day
period immediately preceding the Effective Date, and (2) the actuarial
equivalent (utilizing for this purpose the actuarial assumptions utilized with
respect to the Retirement Plans during the ninety (90)-day period immediately
preceding the Effective Date) of the Executive's actual benefits (paid or
payable), if any, under the Retirement Plans and the SERPs; and

         (ii) For three (3) years after the Date of Termination, or such longer
period as any other plan, program, practice or policy may provide, the
Executive's employment shall continue under all applicable stock option plans,
restricted stock plans, and other equity incentive plans or programs of the
Company and its affiliates solely for purposes of determining (A) the date(s) on
which any option(s) or similar right(s) shall become exercisable or shall expire
and (B) the date(s) on which any stock restriction(s) shall lapse; provided that
if such continuation is not possible under the provisions of such plans or
programs or under applicable law, the Company shall arrange to provide benefits
to the Executive substantially equivalent in value to those required to be
provided under this subparagraph (ii).

         (iii) For three (3) years after the Date of Termination, or 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 


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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 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 until the end of the
Effective Period and to have retired on the last day of such period; and

         (iv) To the extent not theretofore paid or provided, the Company shall
timely pay or provide to the Executive and/or the Executive's family any other
amounts or benefits required to be paid or provided or which the Executive
and/or the Executive's family is eligible to receive pursuant to this Agreement
or under (A) any other plan, program, policy or practice, or contract or
agreement 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 


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companies and their families (such other amounts and benefits being hereinafter
referred to as the "Other Benefits").

         (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 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.

         (d) Cause; Other than for Good Reason.  If the Executive's employment
shall be terminated for Cause during the Effective Period, this Agreement shall
terminate without further obligations to the Executive other than the obligation
to 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, in each case to the extent theretofore unpaid.  If the Executive
terminates employment during the Effective Period, excluding a termination for
Good Reason, this Agreement shall terminate without further obligations to the
Executive, other than for (i) the Accrued Obligations and (ii) the timely
payment or provision of Other Benefits.  In such case, all Accrued 


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Obligations shall be paid to the Executive in a lump sum in cash within thirty
(30) days of the Date of Termination.

     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 Internal Revenue Code of 1986, as amended, (the "Code") or if any interest
or penalties are incurred by the Executive with respect to such 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 taxes (and any interest and penalties imposed with respect thereto)
and Excise Tax imposed upon 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 McGladrey & Company (the "Accounting Firm"), which shall provide detailed
supporting calculations both to the Company and the Executive within fifteen
(15) 


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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 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.


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



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


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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 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 


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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.  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 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.


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         (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 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 


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<PAGE>   21


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
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


                                       21
<PAGE>   22


         (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 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:

         Kenneth E. Edge
         1684 Oakforest Drive
         Rockford, IL 61107

         John R. Hecht
         4912 Great Day Lane
         Rockford, IL 61109

         James S. Waddell
         2657 Saxon Place
         Rockford, IL 61114

         If to the Company:

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


                                      22
<PAGE>   23


         (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
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 September 25, 1995.


                                       23
<PAGE>   24



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



     /s/ John R. Hecht
     -----------------------
         John R. Hecht

     /s/ Kenneth E. Edge
     -----------------------
         Kenneth E. Edge

     /s/ James S. Waddell
     -----------------------
         James S. Waddell


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