FIRST AMENDMENT TO LOAN AGREEMENT

     THIS FIRST AMENDMENT TO LOAN AGREEMENT is made as of this 9th day of
November, 1996 by and between AMCORE FINANCIAL, INC. and M&I MARSHALL & ILSLEY
BANK.

     NOW, THEREFORE, IN CONSIDERATION of the recitals and the mutual
covenants, conditions and agreements set forth herein and for  other  good and
valuable  consideration,  the  receipt  and sufficiency of which are hereby
expressly acknowledged, it is hereby agreed that:

                           ARTICLE I - DEFINITIONS

     1.1     Amendment.  "Amendment" shall mean this First Amendment to Loan
Agreement.

     1.2     Loan Agreement.   "Loan Agreement" shall mean the Loan Agreement
between M & I and Borrower, dated as of November 10, 1995, together with the
Exhibits and Schedules attached thereto.

     1.3     Other Terms.  Unless otherwise defined herein, the other
capitalized terms used in this Amendment shall have the definitions in the
Loan Agreement.

                           ARTICLE II - AMENDMENTS

     The Loan Agreement is deemed amended as of the date hereof as follows:

     2.1     Article  I  -  Definitions.    The definition of  "Line
Termination Date". contained in Article I of the Loan Agreement is hereby
amended by deleting "November 9, 1996" and inserting "April 30, 1997" in its
place.

     2.2     Exhibit B.  Exhibit B to the Loan Agreement is amended in its
entirety to provide as set forth in Exhibit B attached to this Amendment.
Borrower shall execute and deliver to M&I a Line of Credit Note in the
original principal amount of $25,000,000 dated November 10, 1995, as amended
and restated as of the date hereof. and otherwise in form and substance
satisfactory to M&I.  The Line of Credit Note shall evidence the Line of
Credit Loans and shall constitute the Line of Credit Note issued pursuant to
the Loan Agreement and shall be in substitution for the Line of Credit Note
dated November 10, 1995, issued by Borrower and payable to the order of M&I.

     2.3     Miscellaneous Amendments.  The Loan Agreement, the Term Note, the
Line of Credit Note and all other documents, instruments and materials
executed and delivered heretofore or hereafter pursuant to the Loan Agreement
are deemed hereby to be amended so that any reference therein to the Loan
Agreement shall be a reference to such documents as amended by or pursuant to
this Amendment.

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                                 ARTICLE III
                        REPRESENTATIONS AND WARRANTIES

     Borrower hereby represents and warrants to N&I that:

     3.1     Loan  Agreement.    All  of  the  representations  and warranties
made by Borrower in the Loan Agreement are true and correct on the date of
this Amendment.  No Default or event which would constitute a Default but for
the requirement that notice be given or time elapse or both under the Loan
Agreement has occurred and is continuing as of the date of this Amendment.

     3.2     Authorization: Enforceability.  The making, execution, delivery
and performance of this Amendment and the Line of Credit Note as amended and
restated, and compliance with the terms of the Loan Agreement as amended and
the Line of Credit Note as amended and restated, have been duly authorized by
all necessary corporate action by Borrower.  This Amendment and the Line of
Credit Note as amended and restated constitute the valid and binding
obligations of Borrower, enforceable against Borrower in accordance with their
respective terms.

     4.3     Absence  of  Conflicting  Obligations     The  making, execution,
and delivery of this Amendment and the Line of Credit Note as amended and
restated, and compliance with the terms of the Loan Agreement as amended and
the Line of Credit Note as amended and restated, do not violate any presently
existing provision of law or the certificate of incorporation or bylaws of
Borrower or any Subsidiary or any agreement to which Borrower or any
Subsidiary is a party or by which any of them are bound.

                          ARTICLE IV - MISCELLANEOUS

     4.1     Continuance of Loan Agreement  Term Note and Line of Credit
Note.  Except as specifically amended by this Amendment, the Loan Agreement,
the Term Note, the Line of Credit Note and all other documents, instruments
and materials executed and delivered pursuant to the Loan Agreement shall
remain in full force and effect.

     4.2     References.  Whenever the Loan Agreement is referred to in the
Loan Agreement, the Term Note, the Line of Credit Note or any of the other
documents, instruments or materials executed and delivered heretofore or
hereafter pursuant to the Loan Agreement, it shall be deemed to be referred to
as amended by this Amendment.

     4.3     Expenses and Attorney's Fees.   Borrower shall pay all fees and
expenses incurred by M&I, including the reasonable fees of counsel, in
connection with the preparation of this Amendment and the  consummation  of
the  transactions  contemplated  by  this Amendment, and the protection or
enforcement of the rights of M&I under this Amendment.

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<PAGE>

     4.4     Survival. All agreements, representations and warranties made in
this Amendment or in any documents delivered pursuant to this Amendment shall
survive the execution of this Amendment and the delivery of any such document.

     4.5     Governing Law   This Amendment and the other documents issued
pursuant to this Amendment shall be governed by,  and construed and
interpreted in accordance with, the laws of the State of Wisconsin applicable
to contracts made and wholly performed within such state.

     4.6     Counterparts  This Amendment may be executed in several
counterparts, each of which shall be deemed an original, but such
counterparts  shall  together constitute but one and the same agreement.

     4.7     Severability.  Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Amendment or affecting the validity or enforceability of such provision in any
other jurisdiction.

     4.8  Effectiveness.  This Amendment shall be effective as of the date
first written above upon receipt by N&I of the following:

     (a)     this Amendment executed by Borrower and M&I;

     (b)     the Line of Credit Note as amended and restated executed by
             Borrower;

     (c)     a certificate of the secretary of Borrower dated the date hereof
             as to:  (i) the incumbency and signature of the officers of
             Borrower who have signed or will sign this Amendment and the Line
             of Credit Note as amended and restated; and (ii) the adoption and
             continuing effect of resolutions of the Board of Directors of
             Borrower authorizing the execution, delivery and performance of
             this Amendment and the Line of Credit Note as amended and
             restated; and

     (d)     such additional supporting documents and materials as M&I may
             reasonably request.

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<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to Loan Agreement as of the date first written above.


     AMCORE FINANCIAL, INC.

     By:    /s/ JOHN HECHT
            --------------------------
     Name:      John Hecht
            --------------------------
     Title:     Senior V.P. & CFO
            --------------------------


     MARSHALL & ILSLEY BANK

     By:    /s/ JOHN A. LEONARD
            --------------------------
            John A. Leonard, Vice President
     Attest:
            --------------------------
     Its:
            --------------------------








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