EXHIBIT 10.2

                       AMENDMENT NO. 3 TO LOAN AGREEMENT

     THIS AGREEMENT NO. 3 TO LOAN AGREEMENT is made as of the 30th day of April,
2002 by and between AMCORE FINANCIAL, INC. (the "Company") and M&I MARSHALL &
ILSLEY BANK ("M&I")

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

                                    ARTICLE I
                                    ---------

                                   DEFINITIONS
                                   -----------

     When used herein, the following terms shall have the meanings specified:

     1.1 Amendment. "Amendment" shall mean this Amendment No. 3 to Loan
Agreement.

     1.2 Loan Agreement. "Loan Agreement" shall mean the Loan Agreement between
M&I and the Company, dated as of December 31, 1999, as amended by Amendment No.
1 to Loan Agreement dated as of April 30, 2000 and Amendment No. 2 to Loan
Agreement dated as of April 30, 2001.

     1.3 Other Terms. The other capitalized terms used in this Amendment shall
have the definitions assigned in the Loan Agreement.

                                   ARTICLE 11
                                   ----------

                                   AMENDMENTS
                                   ----------

     The Loan Agreement is amended as follows:

     2.1 Section 1.1 - Definitions - Line of Credit Termination Date. The
definition of "Line of Credit Termination Date" contained in Section 1. 1,
Definitions, of the Loan Agreement is amended in its entirety to read as
follows:

     "Line of Credit Termination Date" shall mean the earlier of: (a) April 30,
     2003; or (b) the date that the Line of Credit Commitment is terminated
     pursuant to Section 7.1 of the Loan Agreement.

     2.2 Section 2.5 - Commitment Fee, Unused Commitment Fee. Section 2.5 of the
Loan Agreement is amended in its entirety to read as follows:

     Commitment Fee: Unused Commitment Fee. (a) On the last day of January,
     April, July and October in each year, beginning on July 31, 2002 and
     continuing until the Line of Credit Termination Date (with a proportionate
     fee due on the Line of Credit Termination Date), the Company agrees to pay
     to M&I a commitment fee, computed at the rate of 0. 1875% per annum on
     $50,000,000.


<PAGE>

     (b) On the last day of January, April, July and October in each year,
     beginning on July 31, 2002 and continuing until the Line of Credit
     Termination Date (with a proportionate fee due on the Line of Credit
     Termination Date), the Company agrees to pay to M&I a commitment fee,
     computed at the rate of 0.0625% per annum, on the daily average amount by
     which the Line of Credit Commitment exceeds the daily average amount of
     Line of Credit Loans outstanding during the previous fiscal quarter.

     2.3 Line of Credit. The Company shall execute and deliver to M&I a Line of
Credit Note in the original principal amount of $50,000,000, dated April 30,
2002, in the form of Exhibit A hereto, and otherwise in form and substance
satisfactory to M&I. This Note shall evidence the Loans and shall constitute
tile Line of Credit Note and the Note issued pursuant to the Loan Agreement and
shall be in substitution for the Line of Credit Note dated April 30, 2001 issued
by the Company payable to the order of M&I.

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

                                   ARTICLE III
                                   -----------

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

     The Company hereby represents and warrants to M&I that:

     3.1 Loan Agreement. All of the representations and warranties made by the
Company in the Loan Agreement are true and correct on the date of this
Amendment. No Default or Event of Default under the Loan Agreement has occurred
and is continuing as of the date of this Amendment.

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

     3.3 Absence of Conflicting Obligations. The making, execution and delivery
of this Amendment and the Note, and performance of and compliance with the terms
of the Loan Agreement as amended and the Note, do not violate any presently
existing provision of law or the articles or certificate of incorporation or
bylaws of the Company or any agreement to which the Company is a party or by
which it is bound.

                                   ARTICLE IV
                                   ----------

                                  MISCELLANEOUS
                                  -------------

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

                                       -2-
<PAGE>

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

     4.3 Governing Law. This Amendment and the Note shall be governed by the
laws of the State of Wisconsin.

     4.4 Counterparts: Headings. 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. Article and Section
headings in this Amendment are inserted for convenience of reference only and
shall not constitute a part hereof.

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

     4.6 Effectiveness. This Amendment shall be effective as of April 30, 2002
upon receipt by M&I of the following documents:

          (a)  this Amendment executed by the Company;

          (b)  the Note required by this Amendment, executed by the Company and
               dated as of the date hereof, and

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

                                       -3-
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3
to Loan Agreement as of the day and year first written above.

                                        AMCORE FINANCIAL, INC.

                                        By:    /s/ JOHN R HECHT
                                           ------------------------------
                                        Name:  JOHN R HECHT
                                             ----------------------------
                                        Title: EVP & CFO
                                              ---------------------------

                                        M&I MARSHALL & ILSLEY BANK

                                        By:
                                           ------------------------------
                                        Name:
                                             ----------------------------
                                        Title:
                                              ---------------------------

                                        Attest:
                                               --------------------------
                                        Name:
                                             ----------------------------
                                        Title:
                                              ---------------------------

                                      -4-
<PAGE>

                                    EXHIBIT A

                               LINE OF CREDIT NOTE

$50,000,000                                               Milwaukee, Wisconsin
                                                                April 30, 2002

     FOR VALUE RECEIVED, AMCORE FINANCIAL, INC., a Nevada corporation (the
"Company") hereby promises to pay to the order of M&I MARSHALL & ILSLEY BANK
("M&I"), the principal sum of FIFTY MILLION DOLLARS ($50,000,000), or such
lesser amount of loans which remain outstanding under this Note, on April 30,
2003.

     The unpaid principal shall bear interest from the date hereof until paid at
an annual rate, computed on the basis of a 360-day year, as provided in the Loan
Agreement referenced below. Interest accrued on the outstanding principal
balance shall be payable on the fifth day of each month, commencing on May 5,
2002, and continuing thereafter until the outstanding principal balance is
repaid in full, with all accrued interest paid with the final payment of
principal.

     In the event that any amount of the principal of, or interest on, this Note
is not paid when due (whether at stated maturity, by acceleration or otherwise),
the entire principal amount outstanding under this Note shall bear interest, in
addition to the interest otherwise payable hereunder, at an annual rate of two
percent (2%) from the day following the due date until all such overdue amounts
have been paid in full.

     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: Correspondent Banking, or at such
other place as the holder shall designate in writing to the Company.

     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 Company 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 (before or after judgment) in any bankruptcy, reorganization or
insolvency proceeding involving the Company.

     This Note constitutes the Line of Credit Note issued pursuant to a Loan
Agreement (the "Loan Agreement") dated as of December 31, 1999, as amended from
time to time, by and between M&I and the Company, to which Loan Agreement
reference is hereby made for a statement of the terms and conditions under which
the Line of Credit Loans evidenced hereby may be made and a description of the
terms and conditions upon which this Note may be prepaid in whole or in part. In
case an Event of Default, as defined in the Loan Agreement, shall occur, the
entire unpaid principal and accrued interest may be automatically due and
payable or may be declared due and payable as provided in the Loan Agreement.

     This Note is issued in substitution for, and is an extension of, the Line
of Credit Note dated April 30, 2002 issued by the Company payable to the order
of M&I.


<PAGE>

     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.

                                        AMCORE FINANCIAL, INC.

                                        By:    /s/ JOHN R HECHT
                                           ------------------------------
                                        Name:  JOHN R HECHT
                                             ----------------------------
                                        Title: EVP & CFO
                                              ---------------------------








                                       -2-