SECOND AMENDMENT TO LOAN AGREEMENT

     THIS SECOND AMENDMENT TO LOAN AGREEMENT is made  as of September 29,
1997  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 Second 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, as amended by a First
Amendment to Loan Agreement dated as of November 9, 1996, 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.   (a) The definition of "Line
Termination Date" contained in Article I of the Loan Agreement is hereby
amended by  deleting  "April 30, 1997" and inserting "April 30, 1998" in
its place.

     (b)     Subparagraph  (vii)  of the definition of  "Permitted Subsidiary
Indebtedness" contained in Article I of the Loan Agreement is hereby amended
in its entirety to read as follows:

          (vii) any indebtedness for borrowed money (including long-term
         Federal Home Loan Bank borrowings)  or any guarantee  or  similar
         obligation incurred  by  such Subsidiary in the ordinary course of
         its banking or trust business,"

     2.2  Section 2.3  -  Interest.   Section 2.3 of  the Loan Agreement is
hereby amended in its entirety to read as follows:

          "2.3.  Interest.  The unpaid principal of the Line of Credit Loans
     shall bear interest at an annual rate equal to the following:

<PAGE>

     Outstanding Principal
     Amount of Line of         Line of           Overnight Line
     Credit Loans              Credit Loans      of Credit Loans
     ---------------------     ------------      ---------------
     up to $12,500,000         0.50% plus the    0.50% plus the
                               Adjusted Inter-   Overnight Rate
                               Bank Rate

     $12,500,000 or greater    0.75% plus the    0.75% plus the
                               Adjusted Inter-   Overnight Rate
                               Bank Rate


     The "Overnight Rate" shall mean the overnight LIBOR (Eurodollar Deposit
     Offered Rate) rate quoted on Knight Ridder News Service or any Comparable
     news service, in the discretion of M&I, for the day in question."

     2.3     Section 5.11 - Indebtedness   (a) Section 5.11(f) of the Loan
Agreement is hereby amended by deleting "$2,000,000" and inserting
"$5,000,000" in its place.

     (b)     Section 5.11(1) is hereby added to the Loan Agreement to read in
its entirety as follows:

          "(i) Contingent Obligations of the Borrower not to exceed
     $5,000,000."

     2.4     Section 5.13 - Sale of Assets.  Section 5.13 of the Loan
Agreement is hereby amended by adding the following to the end of such
Section:

          "M&I's consent to the sale by the Borrower of any Subsidiary shall
          not be unreasonably withheld."

     2.5     Section 5.14 - Investments and Acquisitions.  (a) Section
5.14(j) (i)  is hereby amended by deleting  "$300,000,000"  and inserting
"$500,000,000" in its place.

     (b)     Section 5.14(k) is hereby added to the Loan Agreement to read in
its entirety as follows:

          "(k) other Investments which are in compliance with the  Borrower's
     Investment  Policy  as  required  by applicable regulators; provided that
     such Investment Policy has no substantive comments or criticism from any
     applicable regulatory agency."

     2.6     Section 5.21 - Consolidated Loan Loss Reserve to Non
Performing Loans Ratio.     Section 5.21 of the Loan Agreement is hereby
amended in its entirety to read as follows:

          "5.21.     Consolidated Loan Loss Reserve to Nonperforming Loans
     Ratio. The Borrower will maintain as at the last day of each fiscal
     quarter a ratio of the Loan


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<PAGE>

     Loss Reserve to Non-Performing Loans of not less than .75 to 1.0."

     2.7     Term Loan. Any and all references to the "Term Loan" and the
"Term Note" contained in the Loan Agreement are hereby deleted.

     2.8     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 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.

                                 ARTICLE III
                                  AGREEMENTS

     M&I hereby agrees with Borrower that, due to the suspension by Borrower
and M&I of the Line of Credit for the period from May 1, 1997 through the date
hereof, Borrower shall not be required to pay to M&I a commitment fee pursuant
to Section 2.6 of the Loan Agreement during such period.

                                  ARTICLE IV
                        REPRESENTATIONS AND WARRANTIES

     Borrower hereby represents and warrants to M&I that:

     4.1     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.

     4.2     Authorization; Enforceability.  The making, execution, delivery
and performance of this Amendment and the Line of Credit Note, and compliance
with the terms of the Loan Agreement as amended and the Line of Credit Note,
have been duly authorized by all necessary corporate action by Borrower. This
Amendment and the Line of Credit Note 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, and compliance
with the terms of the Loan Agreement as amended and the Line of Credit Note,
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.


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<PAGE>

                                  ARTICLE V
                                MISCELLANEOUS

     5.1     Continuance of Loan Agreement.   Except as specifically amended
by this Amendment, the Loan Agreement shall remain in full force and effect.

     5.2     References.  Whenever the Loan Agreement is referred to in the
Loan Agreement, 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.

     5.3     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.

     5.4     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.

     5.5     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.

     5.6     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.

     5.7     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.

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

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

          (b)     the Line of Credit Note 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; and (ii) the adoption and continuing effect of resolutions
     of the Board of Directors

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<PAGE>

     of  Borrower  authorizing  the  execution,  delivery  and performance of
     this Amendment and the Line of Credit Note; and

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

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

AMCORE FINANCIAL, INC.                      M&I MARSHALL & ILSLEY BANK

By:    /s/ JOHN R. HECHT                    By:  /s/ JOHN A. LEONARD
       -----------------------------             --------------------------
Name:      John R. Hecht                             John A. Leonard
       -----------------------------                 Vice President
Title:     Senior V.P. & CFO            Attest:
       -----------------------------             --------------------------
                                        Its:
                                                 --------------------------


















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<PAGE>

                         Exhibit B to Loan Agreement
                         ---------------------------

                             LINE OF CREDIT NOTE
                             -------------------

$25,000,000                                           Milwaukee, Wisconsin
                                                        September 29, 1997

     FOR VALUE RECEIVED, AMCORE FINANCIAL,  INC.,  a Nevada corporation (the
"Borrower"), hereby promises to pay to the order of M&I MARSHALL & ILSLEY
BANK  ("M&I"),  the principal sum of TWENTY-FIVE MILLION DOLLARS ($25,000,000)
or such lesser amount of loans which remain outstanding under this Note, as
provided in the Loan Agreement described below, but in any event no later than
April 30, 1998.

     This Note constitutes the Line of Credit Note issued pursuant to a Loan
Agreement dated as of November 10, 1995 (the "Loan Agreement") by and between
M&I and the Borrower, as amended, to which Loan Agreement reference is hereby
made for a statement of the terms and conditions under which the Line of
Credit Loan evidenced hereby may be made and a description of the terms and
conditions upon which this Note may be prepay in whole or in part. In case a
Default, as defined in the Loan Agreement, shall occur, the entire unpaid
balance and accrued interest may be automatically due and payable or may be
declared due and payable as provided in the Loan Agreement.

     The unpaid principal of this Note shall bear interest from the date
hereof until paid at an annual rate, computed on the basis of a 360-day year,
as set forth in the Loan Agreement. Interest accrued on the unpaid principal
balance shall be payable in accordance with the terms of the Loan Agreement.

     Payments of principal, interest and other amounts due hereunder are to be
made in lawful money of the United States of America to M&I at 770 N. Water
Street, Milwaukee, Wisconsin 53202, Attention:   Commercial Loan Services or
at such other place as the holder shall designate in writing to the Borrower

     The maker and all endorsers hereby severally waive presentment for
payment, protest and demand, notice of protest, demand and of dishonor and
nonpayment of this Note.  The Borrower hereby agrees to pay all reasonable
fees and expenses incurred by M&I or any subsequent holder, including the
reasonable fees of counsel, in connection with the protection and enforcement
of the rights of M&I or any subsequent holder under this Note, including
without limitation the collection of any amounts due under this Note and the
protection and enforcement of such rights in any bankruptcy, reorganization or
insolvency proceeding involving the Borrower.

     This Note 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.

<PAGE>
                              AMCORE FINANCIAL, INC.

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











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