TRANSITIONAL COMPENSATION AGREEMENT
                     -----------------------------------


     AGREEMENT by and between Amcore Financial, Inc., a Nevada corporation
(the "Company"), and CHARIE A. ZANCK (the "Executive"), dated as of the 21st
day of May, 1997.  This Agreement restates and supersedes any and all prior
agreements between the Company and the Executive relating to the subject
matter of this Agreement.

     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.  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:

<PAGE>

     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 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 commencing
on the date of execution hereof and ending on September 25, 1998; 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

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<PAGE>

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, 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

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<PAGE>

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 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

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<PAGE>

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 first 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 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.)

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<PAGE>

          (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:

                      (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

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<PAGE>

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. 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

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<PAGE>

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, 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:

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<PAGE>

               (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
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 (1) the
Executive's then current monthly base salary by (2) the number of months
determined in accordance with Exhibit A attached to this Agreement, which
Exhibit A describes a method of determining a specific number of months on the
basis of the Executive's then current (a) completed years of service with the
Company and its

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<PAGE>

affiliates, (b) annual base salary and (c) age; provided, however, that such
amount shall be reduced by the present value (determined as provided in
Section 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the
"Code")) of any other amount of severance relating to salary continuation to
be received by the Executive, upon such termination of employment, under any
other severance plan, policy or arrangement of the Company.

               (ii)   After the Date of Termination, for twenty-four (24)
months or for the number of months determined pursuant to part (2) of Section
5(a)(i)(B), above, whichever period is shorter, or for 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)  After the Date of Termination, for twenty-four (24)
months or for the number of months determined pursuant to part (2) of Section
5(a)(i)(B), above, whichever period is shorter, or for such longer period as
any other plan, program, practice or policy may provide, the Company shall
continue benefits to the Executive and/or the Executive's family at least
equal to those which would have been provided to them, if the Executive's
employment had not been terminated, in accordance with (A) the welfare benefit
plans, practices, programs or policies of the

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<PAGE>

Company and its affiliated companies as in effect and applicable generally to
other peer executives and their families during the ninety (90)-day period
immediately preceding the Effective Date or (B) if more favorable to the
Executive, those in effect generally from time to time thereafter with respect
to other peer executives of the Company and its affiliated companies and their
families (such continuation of such benefits for the applicable period herein
set forth being hereinafter referred to as "Welfare 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

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preceding the Effective Date or (B) if more favorable to the Executive, those
in effect generally from time to time thereafter with respect to other peer
executives of the Company and its affiliated companies and their families
(such 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

                                      12
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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 Obligations shall be paid to the
Executive in a lump sum in cash within thirty (30) days of the Date of
Termination.

     6.   Limitation of Payments.

          (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) would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), then the amount
payable to the Executive pursuant to paragraph (a)(i) of Section 5 of this
Agreement shall be reduced so that it is the maximum amount which can be paid
without 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) being subject to the
excise tax imposed by Section 4999 of the Code.

          (b)  All determinations required to be made under this Section 6
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) business days of receipt of a written request from the
Company or the Executive for a determination as to whether reduction of a
payment is necessary in order to avoid the excise tax imposed by Section 4999
of the Code.  In the event that the Accounting Firm is serving as accountant
or auditor for the individual, entity or

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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.  If the Accounting Firm determines that a payment under
this Agreement (without reduction pursuant to paragraph (a), above) will not
be subject to the excise tax imposed by Section 4999 of the Code, the
Accounting Firm shall furnish the Executive with a written opinion that
failure to report, on the Executive's applicable federal income tax return,
any excise tax in connection with such payment 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.

     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 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

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          (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.

          (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,

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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 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

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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

          (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

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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:
               --------------------
               Charie A. Zanck
               10710 Deerpath Road
               Woodstock, IL 60098


               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.

          (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.

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          (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.

     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.


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                            AMCORE FINANCIAL, INC.


          By: /s/ James S. Waddell
              -----------------------------------
                  James S. Waddell

          Its Executive Vice President & Chief Administrative Officer
              -------------------------------------------------------


                                   /s/ Charie A. Zanck
                             ----------------------------------------
                                       Charie A. Zanck
                                       ("Executive")





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                                  Exhibit A
                                  ---------

     1.  The number of months to be used in calculating the Severance
Amount under Section 5(a)(i)(B) of the Agreement to which this Exhibit A is
attached is to be determined by multiplying (a) the number of months
determined under paragraph 2, below, by (b) the Applicable Percentage
determined under paragraph 3, below.

     2.  The following matrix shall be used to determine a specific number
of months on the basis of the Executive's completed years of service with the
Company and its affiliates ("Years of Service") and the Executive's annual
base salary ("Base Salary"):

                               Years of Service
                               ----------------
Base Salary           0-2     3-5    6-10     11-20     21-30     Over 30
-----------           ---     ---    ----     -----     -----     -------
$100,000 and Over      14      16     18        20        24        28

$75,000 to $99,999     10      12     14        16        20        24

$50,000 to $74,999      6       8     10        12        16        20

$30,000 to $49,999      3       4      6         8        10        12

Less than $30,000       2       3      4         5         6         8


                               Number of Months
                               ----------------

     3.  The Applicable Percentage shall be determined according to the
following chart on the basis of Executive's age on the Date of Termination,
with that age being determined as of the Executive's most recent birth
anniversary date preceding the Date of Termination:


     Age at Date of Termination           Applicable Percentage
     --------------------------           ---------------------
           Under 40 Years                          100%

           40 to 54 Years                          125%

           55 to 59 Years                          150%

           60 Years and Over                       200%