Exhibit 10.10

                      THIRD AMENDMENT TO LOAN AGREEMENT

     THIS THIRD AMENDMENT TO LOAN AGREEMENT is made as of April 30,1998 by and
between AMCORE FINANCIAL, INC. and M&I MARSHALL & ILSLEY BANK.

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

                            ARTICLE - DEFINITIONS

     1.1   Amendment.  "Amendment" shall mean this Third Amendment to Loan
Agreement.

     1.2   Loan Agreement.  "Loan Agreement" shall mean the Loan Agreement
between M&I and Borrower, dated as of November 10, 1995, as amended by a First
Amendment to Loan Agreement dated as of November 9, 1996 and by a Second
Amendment to Loan Agreement dated as of September 29, 1997, together with the
Exhibits and Schedules attached thereto.

     1.3   Other Terms.  Unless otherwise defined herein , the other
capitalized terms used in this Amendment shall have the definitions in the
Loan Agreement.

                           ARTICLE 11 - AMENDMENTS

     The Loan Agreement is deemed amended as of the date hereof follows:

     2.1   Article I - Definitions.  The definition of "Line Termination Date"
contained in Article I of the Loan Agreement is hereby amended by deleting
"April 30, 1998" and inserting "April 30, 1999" in its place.

     2.2   Section 5.17 - Consolidated Net Worth.  Section 5.17 of the Loan
Agreement is hereby amended by deleting"$175,000,000" and inserting
"$250,000,000" in its place.

     2.3   Section 5.18 - Borrower Tangible Net Worth.  Section 5.18 of the
Loan Agreement is hereby amended by deleting "$150,000,000" and inserting
"$225,000,000" in its place.

     2.4   Line of Credit Note.  Borrower shall execute and deliver to M&I a
substitute Line of Credit Note in the original principal amount of $25,000,000
dated as of the date hereof, maturing on April 30, 1999 and otherwise in
substantially the form of Exhibit B to the Loan Agreement.  Such Line of
Credit Note shall evidence the Line of Credit Loans and shall constitute the
Line of Credit Note issued pursuant to the Loan Agreement.

     2.5   Miscellaneous Amendments.  The Loan Agreement 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 shall be a reference to such
documents as amended by or pursuant to this Amendment.

                 ARTICLE III - REPRESENTATIONS AND WARRANTIES

     Borrower hereby represents and warrants to M&I that:

     3.1   Loan Agreement.  All of the representations and warranties made by
Borrower in the Loan Agreement are true and correct on the date of this
Amendment.  No Default or event which w old constitute a Default but for the
requirement that notice be given or time elapse or both under the Loan
Agreement has occurred and is continuing as of the date of this
Amendment.

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

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

                          ARTICLE IV - MISCELLANEOUS

     4.1   Continuance of Loan Agreement.  Except as specifically amended by
this Amendment, the Loan Agreement and all other documents, instruments and
materials executed and delivered pursuant to the Loan Agreement shall remain
in full force and effect.

     4.2   References.  Whenever the Loan Agreement is referred to in the Loan
Agreement, the Line of Credit Note or any of the other documents, instruments
or materials executed and delivered heretofore or hereafter pursuant to the
Loan Agreement, it shall be deemed to be referred to as amended by this
Amendment

     4.3   Expenses and Attorney's Fees.  Borrower shall pay all fees and
expenses incurred by M&I, including the reasonable fees of counsel, in
connection with the preparation of this Amendment and the consummation of the
transactions contemplated by this Amendment, and the protection or enforcement
of the rights of M&I under this Amendment

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

     4.5   Governing Law.  This Amendment and the other documents issued
pursuant to this Amendment shall be governed by, and construed and interpreted
accordance with, the laws of the State of Wisconsin applicable to contracts
made and wholly performed within such state.

     4.6   Counterparts.  This Amendment may be executed in several
counterparts, each of which shall be deemed an original, but such counterparts
shall together constitute but one and the same agreement.

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

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

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

           (b)   the substitute Line of Credit Note referenced above executed
     by Borrower;

           (c)   a certificate of the secretary of Borrower dated the date
     hereof as to: (I) the incumbency and signature of the officers of
     Borrower who have signed or will sign this Amendment and the Line of
     Credit Note; and (ii) the adoption and continuing effect of

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     resolutions of the Board of Directors of Borrower authorizing the
execution, delivery and performance of this Amendment and the Line of Credit
Note as amended and restated; and

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

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


                                      AMCORE FINANCIAL, INC.

                                      By:    /s/ John R. Hecht
                                             -----------------------------
                                      Name:  John R. Hecht
                                      Title: Executive Vice President and
                                             Chief Financial Officer


                                      M&I MARSHALL & ILSLEY BANK

                                      By:  /s/ John A. Leonard
                                           -------------------------------
                                           John A. Leonard, Vice President


                                      Attest: /s/ Thomas R. Johnson
                                              ----------------------------
                                      Title:  Senior Vice President


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