EXHIBIT 10.1

                            AMENDMENT NO. [1] TO THE
                       TRANSITIONAL COMPENSATION AGREEMENT
                                 Revised 6-18-01

     This Amendment No. [1], dated March 30, 2001, constitutes an amendment to
the Transitional Compensation Agreement, dated March 15, 2000 between AMCORE
Financial, Inc., a Nevada corporation (the "Company") and David W. Miles (the
"Executive"). All defined terms not otherwise defined herein are as provided in
the Agreement.

1.   This Amendment No. [1] amends Section 5(a)(i)(B) by replacing subsection
     (1) thereof to read as follows:

     "(1) the sum of the (i) Executive's then current monthly base salary and
     (ii) the Executive's Recent Average Bonus divided by 12 and"

2.   This Amendment No. [1] restates Section 5(a)(iv) in its entirety to read as
     follows:

     "From the Date of Termination and for thirty-six (36) months following such
     date (such period, the "Other Benefits Continuation Period"), the Company
     shall continue to provide the Executive and his family with the benefits
     and perquisites (such benefits and perquisites being hereinafter referred
     to as the "Other Benefits) (or, in the event that the provision of such
     benefits and perquisites is not possible, the cash value of such benefits
     and perquisites), at least equal to those which would have been provided to
     them if the Executive's employment had not been terminated, in accordance
     with the terms generally applicable with respect to the provision of such
     benefits and perquisites during the ninety (90) day period immediately
     preceding the Effective Date, or, if more favorable to the Executive, in
     effect generally from time to time thereafter during such Other Benefits
     Continuation Period with respect to other peer executives of the Company
     and its affiliated companies and their families. The Other Benefits shall
     include (but shall not be limited to) the following: employer contributions
     to the AMCORE Financial Security Plan, AMCORE Top Hat Plan, AMCORE Cash
     Profit Plan or any other retirement plan, club membership fees, financial
     planning allowance and car allowance. Such benefits shall be paid or made
     available


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     to the Executive in the manner and at such time or times as they would
     otherwise have been paid or made available absent the occurrence of an
     event which triggers the application of this Section 5(a)(iv)."


     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 as of the date
first written above.

                                        AMCORE FINANCIAL, INC.


                                        BY:
                                           -----------------------------
                                        TITLE:
                                              --------------------------



-----------------------
David W. Miles
("Executive")

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                                    AMENDMENT

     THIS AMENDMENT to the Transitional Compensation Agreement (the "Agreement")
dated March 15, 2000 by and between AMCORE Financial, Inc., a Nevada corporation
(the "Company") and DAVID W. MILES (the "Executive") is made this 18th day of
June, 2001. (A copy of the Agreement is attached hereto as Schedule 1 and made a
part hereof.)

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

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

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

     After the Date of Termination, for thirty-six (36) months, or for such
Longer period as any other plan, program, practice or policy may provide, the
Executive's employment shall continue under all applicable stock option plans,
restricted stock plans, and other equity incentive plans or programs of the
Company and its affiliates solely for purposes of determining (A) the date(s) on
which any option(s) or similar right(s) shall become exercisable or shall expire
and (B) the date(s) on which any stock restriction(s) shall lapse; provided that
if such continuation is not possible under the provisions of such plans or
programs or under applicable law, the Company shall arrange to provide benefits
to the Executive substantially equivalent in value to those required to be
provided under this subparagraph (ii).


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

     After the Date of Termination, for thirty-six (36) months, or for such
Longer period as any other plan, program, practice or policy may provide, the
Company shall continue benefits to the Executive and/or the Executive's family
at least equal to those which would have been provided to them, if the
Executive's employment had not been terminated, in accordance with (A) the
welfare benefit plans, practices, programs or policies of the Company and its
affiliated companies as in effect and applicable generally to other peer
executives and their families during the ninety (90)-day period immediately
preceding the Effective Date or (B) if more favorable to the Executive, those in
effect generally from time to time thereafter with respect to other peer
executives of the Company and its affiliated companies and their families (such
continuation of such benefits for the applicable period herein set forth being
hereinafter referred to as "Welfare Benefit Continuation"); provided that if
such continued coverage is not permitted by the applicable plans or by
applicable law, the Company shall provide the Executive and/or Executive's
family with comparable benefits of equal value; and provided further that if the
Executive becomes reemployed with another employer and is eligible to receive
medical or other welfar 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 Exeuctive for retiree benefits
pursuant to such plans, practices, programs and policies, the Executive shall be
considered to have remained employed until the end of the Effective Period and
to have retired on the last day of such period; and

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

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

AMCORE FINANCIAL, INC.                        DAVID W. MILES

By: __________________________                _________________________
Its: _________________________


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                                AMENDED EXHIBIT A

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