EXHIBIT 10.1

                  SEPARATION, RELEASE AND CONSULTING AGREEMENT
                  --------------------------------------------


     AMCORE Financial, Inc. (the "Company") and Robert J. Meuleman ("Executive")
enter into this Separation, Release and Consulting Agreement (this "Agreement"),
which was signed by Executive on the ____ day of __________, 2002 and is
effective on the ____ day of July, 2002 (the eighth day after the date signed by
Executive).

                              W I T N E S S E T H :
                               - - - - - - - - - -

     WHEREAS, Executive has been employed by the Company as its Chief Executive
Officer;

     WHEREAS, Executive and the Company have agreed that Executive will resign
from his position as the Company's Chief Executive Officer on June 30, 2002, but
remain an employee and the Chairman of the Board of the Company until December
31, 2002; and

     WHEREAS, Executive and the Company have negotiated and reached an agreement
with respect to all rights, duties and obligations arising between them,
including, but in no way limited to, any rights, duties and obligations that
have arisen or might arise out of or are in any way related to Executive's
employment with the Company and the conclusion of that employment.

     NOW, THEREFORE, in consideration of the covenants and mutual promises
herein contained, it is agreed as follows:

     Section 1. Executive hereby resigns from his position as Chief Executive
Officer and from all appointments he holds with the Company and its affiliates,
effective as of June 30, 2002, except that he will remain the Chairman of the
Board of the Company and continue to perform substantially all acts necessary or
advisable to fulfill the duties and responsibilities of his position until his
resignation therefrom on December 31, 2002. Executive understands and agrees
that his employment with the Company will continue until the close of business
on December 31, 2002 (the "Termination Date"). After December 31, 2002,
Executive is no longer required to perform any services for the Company except
as set forth in Section 3 hereof, and is thus no longer authorized to incur any
expenses, obligations or liabilities on behalf of the Company, unless
specifically authorized herein or directed by an executive officer of the
Company.

     Section 2. The Company hereby agrees to pay Executive the amount of
$210,000 for the period from July 1, 2002 through December 31, 2002 (the "Salary
Continuation Period"), through the normal payroll process of bi-weekly payments
(collectively, the "Salary Continuation Payments"), less all applicable
withholding taxes and other customary payroll deductions. The Salary
Continuation Payments will commence on the first payroll date following July 1,
2002. In the event of the


<PAGE>

Executive's death prior to the Termination Date, the Salary Continuation
Payments shall cease and, except to the extent benefits contemplated herein are
expressly provided by their terms to heirs and beneficiaries, the Company shall
have no further obligations to Executive's heirs or beneficiaries under this
Agreement.

     Section 3. The Company hereby engages Executive as a consultant and advisor
with respect to its banking businesses and their operations for the compensation
hereinafter set forth, and Executive hereby accepts this engagement for such
compensation. The Company agrees to pay Executive from January 1, 2003 through
December 31, 2007 (the "Consulting Period"), the amount of $60,000 annually in
equal monthly installments on the last day of the month (collectively, the
"Consulting Payments"). Executive's engagement under this paragraph shall
commence on January 1, 2003, and shall terminate on December 31, 2007.
Notwithstanding anything herein to the contrary, this engagement shall terminate
if Executive dies; thereafter, the Company shall have no further obligations
under this Section 3 to Executive, his heirs or beneficiaries. Upon reasonable
request, Executive shall advise the Company and its subsidiaries with respect to
their businesses and operations within the general areas of his knowledge and
shall remain available for such reasonable consulting, advisory services and
such other assignments as may reasonably be requested from time to time and
agreed to by Executive, which agreement shall not be unreasonably withheld.
Executive shall perform his duties in such manner, at such times and at such
places as the Company may reasonably request and Executive agrees, which
agreement shall not be unreasonably withheld. In no event shall Executive be
required to devote more than 300 hours in any one year to the performance of
such consulting services; provided, however that such consulting services shall
be scheduled so that they will not interfere with other employment of Executive
during normal business hours. The Company shall reimburse Executive for all
reasonable expenses, including travel expenses, necessarily incurred by him in
the performance of his obligations under this paragraph; provided, however, that
(a) Executive shall submit to the Company appropriate documentation for such
expenses within 30 days after the end of the month in which such expense has
been incurred and that (b) the Company shall have approved the expenditure of
any expense exceeding $250 prior to the incurrence of such expense. The parties
agree that, insofar as this paragraph is applicable, Executive shall at all
times be an independent contractor and not an agent, employee or representative
of the Company or its subsidiaries and that he shall have no power under this
Agreement to bind or obligate the Company or its subsidiaries in any way
whatsoever.

     Section 4. Executive acknowledges and agrees that other than as
specifically set forth in this Agreement, he is not and will not be due any
compensation, including, but not limited to, compensation for unpaid salary
(except for amounts, if any, of accrued or unused but earned vacation time or
vacation pay from the Company or any of its affiliates), unpaid bonus, and
severance, and as of January 1, 2003, except as expressly provided herein, he
will not be eligible to participate in any of the benefit plans of the Company
or any of its affiliates, whether currently existing or not, including without
limitation, the AMCORE Financial Security Plan (the "Security Plan"), the AMCORE
Financial, Inc. Deferred Compensation Plan (the "Deferred Compensation

                                       2
<PAGE>

Plan"), stock purchase plans, travel accident insurance, personal accident
insurance, accidental death and dismemberment insurance and short-term and
long-term disability insurance. Executive also acknowledges and agrees that no
provision in this Agreement shall limit the authority of the Company, including
but not limited to a committee or administrator of the Company, to interpret the
terms and conditions of the Company's benefit plans and policies.

     Section 5. The Company also hereby acknowledges and agrees that Executive
shall continue to participate in the Company's currently existing bonus plans
through the Termination Date, and any bonuses that Executive may be eligible to
receive under such bonus plans during the Salary Continuation Period shall be
based on the performance of the Company during the 2002 year. Further, for
purposes of the Company's Long Term Incentive Plan (the "LTIP"), Executive shall
be treated as if he had remained an employee of the Company through December 31,
2004; provided, however, that Executive shall only be eligible for payments
thereunder based exclusively on the grant to Executive under the LTIP on January
2, 2002 and the performance of the Company during the 2002-2004 period with
respect to such grant, as reasonably determined by the Compensation Committee of
the Board of Directors of the Company pursuant to the terms and conditions of
such plan.

     Section 6. The Company hereby acknowledges and agrees that Executive shall
continue to participate in the Security Plan, the Deferred Compensation Plan and
the AMCORE Financial, Inc. Supplemental Executive Retirement Plan (the "SERP")
through the Termination Date. Executive's interest in the Security Plan and
Deferred Compensation Plan, including but not limited to the amount and timing
of distributions under each plan, shall be made in accordance with the terms and
conditions of each such plan, as such plans are in effect from time to time.
Executive's benefit under the SERP shall be determined in accordance with the
terms and conditions of the SERP except for the following express modifications:

     a. Executive shall begin receiving benefits payable under the SERP as of
January 1, 2003;

     b. The assumed interest rate that shall be used to calculate Executive's
retirement benefit in accordance with Section 4.2(a) of the SERP shall be six
percent; and

     c. Executive's retirement benefit shall be payable in the form of a single
life 15-year certain annuity based on the life expectancy of Executive.

     Section 7. To the extent unvested, all of Executive's options to acquire
shares of the Company common stock ("Common Stock") shall fully vest and become
exercisable as of the Termination Date. Notwithstanding anything to the contrary
in any applicable stock incentive plan or option agreement, Executive's options
listed on Exhibit A may be exercised until the earlier of (i) the third
anniversary of the Termination Date or (ii) the expiration of the term of each
specific option as set forth in Executive's applicable option agreements, and
otherwise in accordance with the terms of such

                                       3
<PAGE>

options, and shall thereafter terminate to the extent not previously exercised.
To the extent there are restrictions on any award of restricted Common Stock to
Executive as listed on Exhibit A, such restrictions shall lapse as of the
Termination Date. The parties acknowledge and agree that the options and
restricted stock as listed on Exhibit A comprise all of the options to acquire
Common Stock and restricted Common Stock held by Executive as of the date
hereof.

     Section 8. The Company shall provide Executive and his current spouse, at
no cost to Executive or his current spouse, with medical and dental benefits,
which are substantially similar to those offered to similarly situated active
employees of the Company, until the earlier of (i) the date in which Executive
obtains age 65 or (a) the date in which Executive obtains other full-time
employment with an employer which provides health insurance coverage and
Executive becomes a participant therein. In connection with the provision of
such continued medical and dental benefits to Executive by the Company, if
requested by the Company, Executive shall elect to continue his participation
(and if applicable, his spouse) in the Company's group health (medical and
dental) insurance benefit plan presently available to the Company's executives
pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985
("COBRA"). In the event of Executive's death prior to age 65, such health
insurance continuation to Executive and his spouse shall cease upon Executive's
death and the Company shall have no further obligations to Executive's heirs or
beneficiaries with respect to the benefits provided in this Section 8, except
that any qualified beneficiary of Executive may elect COBRA coverage, at the
qualified beneficiary's expense, to the extent the Company is required to offer
such coverage to such qualified beneficiary under COBRA. In accordance with the
policies and procedures of the Company, at age 65, Executive may purchase, at
Executive's sole expense, supplemental health insurance coverage by the Company,
at the same rate offered to retirees of the Company.

     Section 9. In accordance with Section 4.1(b) of the Executive Insurance
Agreement, by and between the Company and Executive, dated as of August 10, 1998
(the "Insurance Agreement"), Executive hereby agrees to waive all
post-retirement life insurance benefits from the Company effective as of the
Termination Date. Executive hereby acknowledges and agrees that the Insurance
Agreement shall terminate as of the Termination Date, and that unless Executive
pays to the Company the amount determined pursuant to Section 4.3 of the
Insurance Agreement in accordance with the terms and conditions of the Insurance
Agreement, Executive has no interest or right with respect to the Policy (as
defined under the Insurance Agreement) as of the Termination Date.

     Section 10. Until the earlier of (i) the date on which Executive obtains
age 65 or (ii) Executive's death, the Company shall (a) continue to provide
Executive use of the automobile that was regularly used by Executive to perform
his duties as Chief Executive Officer of the Company, (b) pay Executive's annual
membership dues as assessed by the Rockford Country Club and (c) at no cost to
Executive, provide Executive with up to $3,500 of financial planning benefits in
accordance with the terms of the Company program in which the Executive
participated immediately before the Termination Date.

                                       4
<PAGE>

     Section 11. The Company shall indemnify, in accordance with and to the
fullest extent permitted by applicable law, statutes and regulations as they may
exist from time to time, Executive if he becomes a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative ("Claim"), by reason of
the fact that he was a director, officer, employee or agent of the Company or is
or was serving at the request of the Company as a director, officer, employee or
agent of another corporation (including but not limited to a subsidiary or
affiliate of the Company), partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
the action, suit or proceeding. Expenses of Executive incurred in defending a
civil or criminal action, suit or proceeding will be paid by the Company as they
are incurred upon receipt of an undertaking by or on behalf of Executive to
repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the Company. The
Company's obligations described in the paragraph shall continue for a period of
not less than five (5) years after the Termination Date; provided, however, that
all rights to indemnification in respect of any Claim asserted or made within
such period shall continue until the final disposition of such claim.

     Section 12. At all times after the Termination Date, Executive will
maintain the confidentiality of all information in whatever form concerning the
Company or any of its affiliates relating to its or their businesses, customers,
finances, strategic or other plans, marketing, employees, trade practices, trade
secrets, know-how or other matters which are not generally known outside the
Company, and Executive will not, directly or indirectly, make any disclosure
thereof to anyone, or make any use thereof, on his own behalf or on behalf of
any third party, unless specifically requested by or agreed to in writing by an
executive officer of the Company. Executive has returned or will immediately
return to the Company all reports, files, memoranda, records, computer equipment
and software, credit cards, cardkey passes, door and file keys, computer access
codes or disks and instructional manuals, and other physical or personal
property which he received or prepared or helped prepare in connection with his
employment with the Company, its subsidiaries and affiliates, and Executive has
not retained and will not retain any copies, duplicates, reproductions or
excerpts thereof.

     Section 13. From the date Executive signs this Agreement until the end of
the Consulting Period,

     (a) Executive will not, directly or indirectly, solicit, entice, persuade
or induce (or authorize or assist in the taking of any such actions by any third
party) any employee of the Company or its affiliates or any person employed by
the Company or its affiliates for the purpose of being hired by Executive or any
other person; and

     (b) Executive will not, directly or indirectly, solicit, entice, persuade
or induce (or authorize or assist in the taking of any such actions by any third
party) any person or entity who is known to Executive to be or have been a
customer or supplier of

                                       5
<PAGE>

the Company within the two-year period immediately preceding the Termination
Date to terminate his, her or its relationship with the Company or initiate or
expand his, her or its relationship with a competitor of the Company.

     Section 14. From the date Executive signs this Agreement until the end of
the Consulting Period, Executive will not directly or indirectly engage in,
invest in, participate in the management (with or without pay) of, or act as a
consultant (with or without pay) for or employee of, any business operation of
any enterprise if such operation or business significantly competes with the
business of the Company in, and has an office in, the area within one hundred
fifty (150) miles of the Company's current executive offices in Rockford,
Illinois (excluding Cook County, Illinois and Milwaukee County, Wisconsin).

     Section 15. At all times after the date Executive signs this Agreement,
Executive will not disparage or criticize, orally or in writing, the business,
products, policies, decisions, directors, officers or employees of the Company
or any of its operating divisions, subsidiaries or affiliates to any person.

     Section 16.

     (a) In consideration for the payments and benefits provided herein,
Executive, on behalf of himself, his heirs, executors, administrators, assigns,
affiliates and agents do hereby knowingly and voluntarily release, acquit and
forever discharge the Company and any affiliates, successors, assigns and past,
present and future directors, officers, employees, trustees and shareholders
(the "Amcore Released Parties") from and against any and all charges,
complaints, claims, cross-claims, third-party claims, counterclaims,
contribution claims, liabilities, obligations, promises, agreements,
controversies, damages, actions, causes of action, suits, rights, demands,
costs, losses, debts and expenses of any nature whatsoever, known or unknown,
suspected or unsuspected, foreseen or unforeseen, matured or unmatured, which,
at any time up to and including the date that Executive signs this Agreement,
exists, have existed, or may arise from any matter whatsoever occurring,
including, but not limited to, any claims arising out of or in any way related
to Executive's employment with the Company or its affiliates and the conclusion
thereof, which Executive, or any of his heirs, executors, administrators and
assigns and affiliates and agents ever had, now has or at any time hereafter may
have, own or hold against the Amcore Released Parties. Executive acknowledges
that, in exchange for this release, the Company is providing Executive with a
total consideration, financial and otherwise, which exceeds what Executive would
have received had Executive not given this release.

     (b) Except to the extent that such waiver is precluded by law, order, or
regulation, the Executive further agrees forever that he will not file,
initiate, or cause to be filed or initiated, any claim, charge, suit, complaint,
grievance, action, or cause of action based upon, arising out of, or relating to
any claim, demand, or cause of action released herein, nor shall he participate,
assist or cooperate in any claim, charge, suit, grievance, complaint, action or
proceeding regarding any of the Amcore Released Parties,

                                       6
<PAGE>

whether before a court or administrative agency or otherwise. Furthermore,
Executive agrees that he will waive the right to seek or be entitled to any
award of equitable or monetary relief in any action or proceeding brought on his
behalf, that arises out of the matters released by him under this Agreement. If
Executive is identified in any action related in any way to the matters released
or waiver herein, he agrees that he shall permanently opt out of the class at
the first available opportunity.

     (c) By executing this Agreement, Executive is waiving all claims against
the Amcore Released Parties arising under federal, state and local labor and
anti-discrimination laws and any other restriction on the right to terminate
employment, including, without limitation, claims arising under Title VII of the
Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act
of 1967, the Americans with Disabilities Act of 1990, the Employee Retirement
Income Security Act of 1974, and the Illinois Human Rights Act, all as amended.

     (d) EXECUTIVE SPECIFICALLY WAIVES AND RELEASES THE AMCORE RELEASED PARTIES
FROM ALL CLAIMS EXECUTIVE MAY HAVE AS OF THE DATE EXECUTIVE SIGNS THIS AGREEMENT
REGARDING CLAIMS OR RIGHTS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT
ACT OF 1967, AS AMENDED, 29 U.S.C. Section 621 ("ADEA"). EXECUTIVE FURTHER
AGREES: (i) THAT EXECUTIVE'S WAIVER OF RIGHTS UNDER THIS RELEASE IS KNOWING AND
VOLUNTARY AND IN COMPLIANCE WITH THE OLDER WORKER'S BENEFIT PROTECTION ACT OF
1990; (ii) THAT EXECUTIVE UNDERSTANDS THE TERMS OF THIS RELEASE; (iii) THAT THE
SALARY CONTINUATION PAYMENTS AND OTHER BENEFITS CALLED FOR IN THIS AGREEMENT
WOULD NOT BE PROVIDED TO ANY EMPLOYEE TERMINATING HIS OR HER EMPLOYMENT WITH THE
COMPANY WHO DID NOT SIGN A RELEASE SIMILAR TO THIS RELEASE, THAT SUCH PAYMENTS
AND BENEFITS WOULD NOT HAVE BEEN PROVIDED HAD EXECUTIVE NOT SIGNED THIS RELEASE,
AND THAT THE PAYMENTS AND BENEFITS ARE IN EXCHANGE FOR THE SIGNING OF THIS
RELEASE; (iv) THAT EXECUTIVE HAS BEEN ADVISED IN WRITING BY THE COMPANY TO
CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE; (v) THAT THE COMPANY
HAS GIVEN EXECUTIVE A PERIOD OF AT LEAST TWENTY-ONE (21) DAYS WITHIN WHICH TO
CONSIDER THIS RELEASE OF HIS RIGHTS UNDER ADEA, ALTHOUGH HE MAY SIGN THIS
AGREEMENT SOONER IF HE SO DESIRES; (vi) THAT EXECUTIVE REALIZES THAT HE HAS
SEVEN (7) DAYS FROM THE DATE HE SIGNS THIS AGREEMENT IN WHICH TO REVOKE THIS
RELEASE BY WRITTEN NOTICE TO THE UNDERSIGNED; AND (vii) THAT THIS ENTIRE
AGREEMENT SHALL BE VOID AND OF NO FORCE AND EFFECT IF EXECUTIVE CHOOSES TO SO
REVOKE, AND IF EXECUTIVE CHOOSES NOT TO SO REVOKE, THAT THIS AGREEMENT AND
RELEASE THEN BECOME EFFECTIVE AND ENFORCEABLE.

     (e) In consideration for the releases and other commitments provided herein
by Executive, the Company, on behalf of itself, its present, past and future

                                       7
<PAGE>

shareholders, directors, and officers, and its subsidiaries, affiliates,
successors, assigns, and agents, does hereby knowingly and voluntarily release,
acquit and forever discharge Executive, his heirs, executors, administrators,
assigns, affiliates and agents, from and against any and all charges,
complaints, claims, cross-claims, third-party claims, counterclaims,
contribution claims, liabilities, obligations, promises, agreements,
controversies, damages, actions, causes of action, suits, rights, demands,
costs, losses, debts and expenses of any nature whatsoever, known or unknown,
suspected or unsuspected, foreseen or unforeseen, matured or unmatured, which,
at any time up to and including the date that Executive signs this Agreement,
exists, have existed or may arise from any matter whatsoever occurring,
including, but not limited to, any claims arising out of or in any way related
to Executive's employment with and/or actions taken on behalf of, the Company or
its affiliates or subsidiaries which the Company, any of its present, past and
future shareholders, directors, or officers, or any of its subsidiaries,
affiliates, successors, assigns or agents ever had, now has or at any time
hereafter may have, own or hold against Executive, his heirs, executors,
administrators, assigns, affiliates or agents; provided, however, that
notwithstanding the foregoing, the release set forth herein shall not apply to,
and shall have no effect with respect to, claims, liabilities, damages, actions,
costs, losses and expenses arising out of Executive's actions which are finally
determined by a court of competent jurisdiction to have been a felony violation
of criminal law directed against the Company.

     Section 17. Executive represents to the Company that in executing this
Agreement he does not rely and has not relied upon any representation or
statement not set forth herein made by the Company or by any of the Company's
agents, representatives or attorneys with regard to the subject matter, basis or
effect of this Agreement or otherwise.

     Section 18. Executive acknowledges by signing this Agreement that Executive
has read and understands this document, that Executive has conferred with or had
opportunity to confer with Executive's attorney regarding the terms and meaning
of this Agreement, that Executive has had sufficient time to consider the terms
provided for in this Agreement, that no representations or inducements have been
made to Executive except as set forth in this Agreement, and that Executive has
signed the same KNOWINGLY AND VOLUNTARILY.

     Section 19. Except for the provisions of Section 7 relating to
indemnification which shall be governed by Nevada law, this Agreement will be
governed by and construed and enforced under the laws of the State of Illinois,
without regard to its conflict of laws rules. Except for any action brought by
the Company to specifically enforce the provisions of this Agreement, any
proceeding relating to this Agreement shall be brought in a state or federal
court located in Winnebago County, Illinois. The Company and Executive hereby
consent to personal jurisdiction in any such action and to service of process by
mail at the addresses set forth herein and waive any objection to venue in any
such Illinois court.

                                       8
<PAGE>

     Section 20. In the event that any one or more of the provisions of this
Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions will not in any way be
affected or impaired thereby. Moreover, if any one or more of the provisions
contained in this Agreement is held to be excessively broad as to duration,
scope, activity or subject, such provisions will be construed by limiting and
reducing them so as to be enforceable to the maximum extent compatible with
applicable law.

     Each party acknowledges and agrees that the other party will or would
suffer irreparable injury in the event of a breach or violation or threatened
breach or violation of any provision of this Agreement and therefore agrees
that, in the event of an actual or threatened breach or violation of such
provisions, the other party shall be awarded injunctive relief in a court of
appropriate jurisdiction to prohibit or remedy any such violation or breach or
threatened violation or breach, without the necessity of posting any bond or
security, and such right to injunctive relief shall be in addition to any other
right or remedy available to the other party.

     Section 21. Any notice to be given hereunder shall be in writing and shall
be deemed given when mailed by certified mail, return receipt requested,
addressed as follows:

                           To Executive at:

                           Robert J. Meuleman
                           5329 Gingeridge Lane
                           Rockford, IL 61114

                           with a copy to:

                           Robert E. Dallman
                           Reinhart Boerner Van Deuren
                           1000 North Water Street, Suite 2100
                           Milwaukee, WI 53202

                           To the Company at:

                           AMCORE Financial, Inc.
                           501 Seventh Street
                           Rockford, Illinois 61104
                           Attention:  James Waddell

                           with a copy to:

                           William R. Kunkel
                           Skadden, Arps, Slate, Meagher & Flom LLP
                           333 West Wacker Drive

                                       9
<PAGE>

                           Suite 2100
                           Chicago, Illinois 60606

     Section 22. This Agreement sets forth the entire agreement between the
parties hereto and may not be changed without the written consent of the
parties. This Agreement supersedes all prior agreements, understandings and
proposals, whether oral or written, by either party or by any officer, employee
or representative of either party hereto. The parties may execute this Agreement
in two or more counterparts each of which shall be deemed an original and all of
which shall constitute one and the same instrument. Executive also acknowledges
and agrees that Executive's Amended and Restated Transitional Compensation
Agreement, dated as of December 18, 2001, shall terminate effective as of June
30, 2002, and thereafter shall be null and void.

     Section 23. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns. 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. In the event that a
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 fails to perform this Agreement, Executive shall be entitled to recover
any legal fees and expenses incurred in enforcing this Agreement against such
successor.

     Section 24. The Company and Executive agree that neither this Agreement nor
the performance by the parties hereunder constitutes an admission by any of the
parties released in Section 16 of any violation of any federal, state or local
law, regulation, common law, breach of any contract or any other wrongdoing of
any type.

                                       10
<PAGE>

     Section 25. The Company will pay the reasonable legal expenses (as shown on
appropriate documentation) incurred by Executive in connection with the
negotiation and preparation of this Agreement up to $10,000.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
signing date set forth above.



                                    AMCORE FINANCIAL, INC.



_________________________           By:  _________________________
   Robert J. Meuleman               Name:
                                    Title:


<PAGE>

                                    EXHIBIT A

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------

Grant Date           Expiration    Plan ID    Grant Type           Options      Option Price     Options
                     Date                                          Granted                       Outstanding
----------------------------------------------------------------------------------------------------------------
<S>                   <C>            <C>         <C>                 <C>          <C>                <C>
    05/18/1994        05/18/2004     1992        Non-Qualified       18,000       $13.000000         18,000
----------------------------------------------------------------------------------------------------------------

    05/09/1995        05/09/2005     1995        Non-Qualified       19,500       $12.750000         19,500
----------------------------------------------------------------------------------------------------------------

    05/15/1996        05/15/2006     1995        Non-Qualified       25,500       $13.333400         25,500
----------------------------------------------------------------------------------------------------------------

    05/21/1997        05/21/2007     1995        Non-Qualified       60,000       $18.500000         60,000
----------------------------------------------------------------------------------------------------------------

    05/20/1998        05/20/2008     1995        Non-Qualified       18,000       $25.500000         18,000
----------------------------------------------------------------------------------------------------------------

    08/13/1999        08/13/2009     1995        Non-Qualified       35,000       $23.406500         35,000
----------------------------------------------------------------------------------------------------------------

    01/03/2000        01/03/2010     1995         Restricted          4,378       $22.844000         4,378
----------------------------------------------------------------------------------------------------------------

    05/09/2000        05/09/2010     2000        Non-Qualified       35,000       $19.281500         35,000
----------------------------------------------------------------------------------------------------------------

    01/02/2001        01/02/2011     2000         Restricted          5,008       $19.969000         5,008
----------------------------------------------------------------------------------------------------------------

    05/16/2001        05/16/2011     2000        Non-Qualified       40,000       $20.150000         40,000
----------------------------------------------------------------------------------------------------------------

    11/07/2001        05/19/2003     2000      Non-Qualified/RL      10,284       $22.100000         10,284
----------------------------------------------------------------------------------------------------------------

    01/10/2002        01/10/2009     2000        Non-Qualified       66,408       $22.705000         66,408
----------------------------------------------------------------------------------------------------------------

    05/15/2002        05/15/2009     2000        Non-Qualified       54,934       $24.505000         54,934
----------------------------------------------------------------------------------------------------------------

  Optionee Total                                                     392,012                        392,012
----------------------------------------------------------------------------------------------------------------
</TABLE>