Exhibit 10.1

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

         AGREEMENT by and between Amcore Financial, Inc., a Nevada corporation
(the "Company"), and LEWIS R. JONES (the "Executive"), dated as of the 1st day
of January, 1999. 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:

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         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 January 1, 2000;
provided, however, that on January 1, 2000, 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 give notice to the Executive that the Change of

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<PAGE>

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 securities
of the Company entitled to vote generally in the election of directors, as the
case may be; or

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                  (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 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

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<PAGE>

                  (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.)

                  (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

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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 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;

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                                    (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 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

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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:

                           (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

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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 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

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<PAGE>

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 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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                           (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 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

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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 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

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Accounting Firm is serving as accountant or auditor for the individual, entity
or 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, 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

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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 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

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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 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:
                           --------------------
                           Lewis R. Jones

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                           1954 Sweetbriar Lane
                           Rockford, IL 61107

                           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.

                  (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

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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.





                                           AMCORE FINANCIAL, INC.


                                           By:
                                              ---------------------------------
             James S. Waddell
         Its Executive Vice President & Chief Administrative Officer
            --------------------------------------------------------

                                           ------------------------------------
                                                     Lewis R. Jones
                                                      ("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
                                      ----------------
                       0-2    3-5    6-10    11-20     21-30     Over 30
                       ---    ---    ----    -----     -----     -------
Base Salary
$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%



<PAGE>

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

         AGREEMENT by and between Amcore Financial, Inc., a Nevada corporation
(the "Company"), and JOSEPH B. MCGOUGAN (the "Executive"), dated as of the 1st
day of January, 1999. 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 give notice to the Executive that the

                                       2
<PAGE>

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 securities
of the Company entitled to vote generally in the election of directors, as the
case may be; or

                                       3
<PAGE>

                  (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 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

                                       4
<PAGE>

                  (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.)

                  (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

                                       5
<PAGE>

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 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;

                                       6
<PAGE>

                                    (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 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

                                       7
<PAGE>

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: (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

                                       8
<PAGE>

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 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

                                       9
<PAGE>

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 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

                                       10
<PAGE>

                           (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 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

                                       11
<PAGE>

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 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

                                       12
<PAGE>

Accounting Firm is serving as accountant or auditor for the individual, entity
or 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

                                       13
<PAGE>

                  (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, 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

                                       14
<PAGE>

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 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

                                       15
<PAGE>

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 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:
                           --------------------
                           Joseph B. McGougan

                                       16
<PAGE>

                           2314 Bradley Road
                           Rockford, IL 61107

                           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.

                  (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

                                       17
<PAGE>

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.





                                           AMCORE FINANCIAL, INC.


                                           By:
                                              ---------------------------------
             James S. Waddell
         Its Executive Vice President & Chief Administrative Officer
            --------------------------------------------------------

                                           ------------------------------------
                                                      Joseph B. McGougan
                                                        ("Executive")


                                       18
<PAGE>

                                    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
                                            --------------------
                         0-2     3-5     6-10     11-20     21-30    Over 30
                         ---     ---     ----     -----     -----    -------
Base Salary
$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%