EXHIBIT 10.1
                                    AMENDMENT


     THIS AMENDMENT to the Transitional Compensation Agreement (the "Agreement")
dated May 1, 1999 by and between Amcore Financial, Inc., a Nevada corporation
(the "Company") and BRUCE W. LAMMERS (the "Executive") is made this __2nd__ day
of October, 2000. (A copy of the Agreement is attached hereto as Schedule I and
made a part hereof.)

     Now, therefore, for good and valuable consideration, the receipt of which
is hereby acknowledged, Company and Executive agree to amend the Agreement as
follows:

     1. Exhibit A to the Agreement shall be amended as set forth on Amended
Exhibit A attached hereto and made a part hereof.

     2. Paragraph 5 (a) (i) B (ii) shall be amended as follows:

     After the Date of Termination, for thirty-six (36) months, 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).



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     3. Paragraph 5 (a) (i) B (iii) shall be amended as follows:

     After the Date of Termination, for thirty-six (36) months, 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 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


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     4. All other terms, conditions and provisions of the Agreement shall remain
in full force and effect.

     This Amendment shall become effective as of the date and year set forth
above as the execution date.

AMCORE FINANCIAL, INC.                               BRUCE LAMMERS

By:
   ------------------------                          --------------------------
Its:
     ----------------------


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                                AMENDED EXHIBIT A


         The number of months to be used under this Agreement shall be
thirty-six (36) months notwithstanding Lammers years of service, age and annual
base pay.











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