EXHIBIT 10.3

Amcore Financial, Inc.
Amended and Restated Deferred Compensation Plan
Master Plan Document
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                           Effective January 10, 2002


















                               Copyright (C) 2002
            By Clark/Bardes Consulting - Compensation Resource Group,
                   A division of Clark/Bardes Consulting, Inc.
                               All Rights Reserved


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Master Plan Document
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                                TABLE OF CONTENTS
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Purpose             1


ARTICLE 1           Definitions....................................................................................1


ARTICLE 2           Selection, Enrollment, Eligibility............................................................10

           2.1      Selection by Committee........................................................................10
           2.2      Enrollment Requirements.......................................................................10
           2.3      Eligibility; Commencement of Participation....................................................10
           2.4      Termination of Participation and/or Deferrals.................................................10

ARTICLE 3           Deferral Commitments/Company Supplemental Contribution/Company Excess
                    Contribution/Supplemental Incentive Plan Amounts/Restricted Stock Amounts/Stock
                    Option Gain Amounts/Rollover Amounts/Vesting/Crediting/Taxes..................................10

           3.1      Minimum Deferrals.............................................................................10
           3.2      Maximum Deferral..............................................................................11
           3.3      Election to Defer; Effect of Election Form....................................................12
           3.4      Withholding and Crediting of Annual Deferral Amounts..........................................13
           3.5      Rollover Amount...............................................................................13
           3.6      Annual Company Contribution Amount............................................................14
           3.7      Excess Contribution Amount....................................................................14
           3.8      Annual Supplemental Incentive Plan Amount.....................................................14
           3.9      Annual Restricted Stock Amount................................................................15
           3.10     Annual Stock Option Gain Amount...............................................................15
           3.11     Vesting.......................................................................................15
           3.12     Crediting/Debiting of Account Balances........................................................16
           3.13     FICA and Other Taxes..........................................................................19

ARTICLE 4           Short-Term Payout; Unforeseeable Financial Emergencies; Withdrawal Election...................19

           4.1      Short-Term Payout.............................................................................19
           4.2      Other Benefits Take Precedence Over Short-Term................................................20
           4.3      Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.........................20
           4.4      Withdrawal Election...........................................................................20

ARTICLE 5           Rollover Benefit..............................................................................21

           5.1      Rollover Benefit..............................................................................21

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           5.2      Other Benefits Take Precedence Over Rollover Benefit..........................................21

ARTICLE 6           Restricted Stock Benefit......................................................................21

           6.1      Restricted Stock Benefit......................................................................21
           6.2      Payment of Restricted Stock Benefit...........................................................22
           6.3      Death Prior to Payment of Restricted Stock Benefit............................................22

ARTICLE 7           Retirement Benefit............................................................................22

           7.1      Retirement Benefit............................................................................22
           7.2      Payment of Retirement Benefit.................................................................22
           7.3      Death Prior to Completion of Retirement Benefit...............................................22

ARTICLE 8           Pre-Retirement Survivor Benefit...............................................................23

           8.1      Pre-Retirement Survivor Benefit...............................................................23
           8.2      Payment of Pre-Retirement Survivor Benefit....................................................23

ARTICLE 9           Termination Benefit...........................................................................23

           9.1      Termination Benefit...........................................................................23
           9.2      Payment of Termination Benefit................................................................23
           9.3      Death Prior to Completion of Termination Benefit..............................................23

ARTICLE 10          Covered Termination Benefit...................................................................24

           10.1     Covered Termination Benefit...................................................................24
           10.2     Payment of Covered Termination Benefit........................................................24
           10.3     Death Prior to Payment of Covered Termination Benefit.........................................24

ARTICLE 11          Disability Waiver and Benefit.................................................................24

           11.1     Disability Waiver.............................................................................24
           11.2     Continued Eligibility; Disability Benefit.....................................................25

ARTICLE 12          Beneficiary Designation.......................................................................25

           12.1     Beneficiary...................................................................................25
           12.2     Beneficiary Designation; Change; Spousal Consent..............................................25
           12.3     Acknowledgement...............................................................................25
           12.4     No Beneficiary Designation....................................................................26
           12.5     Doubt as to Beneficiary.......................................................................26
           12.6     Discharge of Obligations......................................................................26

ARTICLE 13          Leave of Absence..............................................................................26

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           13.1     Paid Leave of Absence.........................................................................26
           13.2     Unpaid Leave of Absence.......................................................................26

ARTICLE 14          Termination, Amendment or Modification........................................................26

           14.1     Termination...................................................................................26
           14.2     Amendment.....................................................................................27
           14.3     Plan Agreement................................................................................27
           14.4     Effect of Payment.............................................................................28

ARTICLE 15          Administration................................................................................28

           15.1     Committee Duties..............................................................................28
           15.2     Administration Upon Change In Control.........................................................28
           15.3     Agents........................................................................................28
           15.4     Binding Effect of Decisions...................................................................29
           15.5     Indemnity of Committee........................................................................29
           15.6     Employer Information..........................................................................29

ARTICLE 16          Other Benefits and Agreements.................................................................29

           16.1     Coordination with Other Benefits..............................................................29

ARTICLE 17          Claims Procedures.............................................................................29

           17.1     Presentation of Claim.........................................................................29
           17.2     Notification of Decision......................................................................29
           17.3     Review of a Denied Claim......................................................................30
           17.4     Decision on Review............................................................................30
           17.5     Legal Action..................................................................................30

ARTICLE 18          Trust.........................................................................................30

           18.1     Establishment of the Trust....................................................................30
           18.2     Interrelationship of the Plan and the Trust...................................................31
           18.3     Distributions From the Trust..................................................................31

ARTICLE 19          Miscellaneous.................................................................................31

           19.1     Status of Plan................................................................................31
           19.2     Unsecured General Creditor....................................................................31
           19.3     Employer's Liability..........................................................................31
           19.4     Nonassignability..............................................................................31
           19.5     Not a Contract of Employment..................................................................31

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           19.6     Furnishing Information........................................................................32
           19.7     Terms.........................................................................................32
           19.8     Captions......................................................................................32
           19.9     Governing Law.................................................................................32
           19.10    Notice........................................................................................32
           19.11    Successors....................................................................................32
           19.12    Spouse's Interest.............................................................................33
           19.13    Validity......................................................................................33
           19.14    Incompetent...................................................................................33
           19.15    Court Order...................................................................................33
           19.16    Distribution in the Event of Taxation.........................................................33
           19.17    Insurance.....................................................................................33
           19.18    Legal Fees To Enforce Rights After Change in Control..........................................34

APPENDIX A          Measurement Funds.............................................................................35
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Master Plan Document
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                             AMCORE FINANCIAL, INC.
                 AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
                           Effective January 10, 2002

                                     Purpose
                                     -------

         The purpose of this Plan is to provide specified benefits to a select
group of management or highly compensated Employees and Directors who contribute
materially to the continued growth, development and future business success of
Amcore Financial, Inc., a Nevada corporation, and its subsidiaries, if any, that
sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes
of Title I of ERISA. This Amended and Restated Deferred Compensation Plan
supercedes in its entirety the Amcore Financial, Inc. Restated Deferred
Compensation Plan (hereinafter, the "Predecessor Plan") for any and all
"participants" and "inactive participants" in the Predecessor Plan who are
currently employed by any Employer as of the effective date of this Plan;
provided, however, that all other "participants" and "inactive participants" in
the Predecessor Plan will continue to be participants in such Predecessor Plan,
and will have no rights under this Plan. Any and all balances accrued by such
actively employed "participants" and "inactive participants" under the
Predecessor Plan shall be subject to the terms and conditions of this Plan and
shall be referred to as the "Rollover Amount."



                                    ARTICLE 1
                                   Definitions
                                   -----------

         For the purposes of this Plan, unless otherwise clearly apparent from
the context, the following phrases or terms shall have the following indicated
meanings:

1.1      "Account Balance" shall mean, with respect to a Participant, a credit
         on the records of the Employer equal to the sum of (i) the Deferral
         Account balance, (ii) the Company Supplemental Contribution Account
         balance, (iii) the Company Excess Contribution Account balance, (iv)
         the Supplemental Incentive Plan Account balance, (v) the Restricted
         Stock Account balance, and (vi) the Stock Option Gain Account balance.
         The Account Balance, and each other specified account balance, shall be
         a bookkeeping entry only and shall be utilized solely as a device for
         the measurement and determination of the amounts to be paid to a
         Participant, or his or her designated Beneficiary, pursuant to this
         Plan.

1.2      "Annual Company Excess Contribution Amount" for any one Plan Year shall
         be the amount determined in accordance with Section 3.7.

1.3      "Annual Company Supplemental Contribution Amount" shall mean, for any
         one Plan Year, the amount determined in accordance with Section 3.6.

1.4      "Annual Deferral Amount" shall mean that portion of a Participant's
         Base Annual Salary, Bonus and Director Fees that a Participant defers
         in accordance with Article 3 for any one Plan Year. In the event of a
         Participant's Retirement, Disability (if deferrals cease in accordance
         with Section

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Master Plan Document
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         11.1), death or a Termination of Employment prior to the end of a Plan
         Year, such year's Annual Deferral Amount shall be the actual amount
         withheld prior to such event.

1.5      "Annual Installment Method" shall be an annual installment payment over
         the number of years selected by the Participant in accordance with this
         Plan, calculated as follows: the vested Account Balance (excluding the
         portion of the Participant's Account Balance that is subject to Article
         6) shall be calculated as of the close of business on or around the
         date on which a benefit payment hereunder is triggered due to the
         Participant's Retirement, Termination of Employment, Covered
         Termination, or the anniversary of such calculation date, as
         applicable. The annual installment shall be calculated by multiplying
         this balance by a fraction, the numerator of which is one and the
         denominator of which is the remaining number of annual payments due the
         Participant. By way of example, if the Participant elects a ten (10)
         year Annual Installment Method, the first payment shall be 1/10 of the
         vested Account Balance, calculated as described in this definition. The
         following year, the payment shall be 1/9 of the vested Account Balance,
         calculated as described in this definition. The first annual
         installment payment shall be paid no later than sixty (60) days after
         the date on which the first benefit payment hereunder is triggered due
         to the Participant's Retirement, Termination of Employment or Covered
         Termination, as applicable. Remaining installments shall be paid no
         later than sixty (60) days after each anniversary of the date on which
         the benefit payment was triggered. Shares of Stock that shall be
         distributable from the Supplemental Incentive Plan Account, Stock
         Option Gain Account, the Restricted Stock Account and the portion of
         the Participant's Account Balance allocated to the Amcore Financial,
         Inc. Stock Unit Fund shall be distributable in shares of actual Stock
         in the same manner previously described. However, the Committee may, in
         its sole discretion, (i) adjust the annual installments in order to
         distribute of whole shares of actual Stock and/or (ii) accelerate
         distribution of such actual shares of Stock by payment of a lump sum.

1.6      "Annual Supplemental Incentive Plan Amount" shall mean, with respect to
         a Participant for any one Plan Year, the shares of Supplemental
         Incentive Plan Stock deferred in accordance with Section 3.8 of this
         Plan, calculated using the average of the high and low sales price of
         Stock on the business day closest to the date such Supplemental
         Incentive Plan Stock would otherwise vest, but for the election to
         defer.

1.7      "Annual Restricted Stock Amount" shall mean, with respect to a
         Participant for any one Plan Year, the shares of Restricted Stock
         deferred in accordance with Section 3.9 of this Plan.

1.8      "Annual Stock Option Gain Amount" shall mean, with respect to a
         Participant for any one Plan Year, the portion of Qualifying Gains
         deferred with respect to an Eligible Stock Option exercise, in
         accordance with Section 3.10 of this Plan.

1.9      "Base Annual Salary" shall mean the annual cash compensation relating
         to services performed during any calendar year, whether or not paid in
         such calendar year or included on the Federal Income Tax Form W-2 for
         such calendar year, excluding bonuses, commissions, overtime, fringe
         benefits, stock options, restricted stock, relocation expenses,
         incentive payments, non-monetary awards, directors fees and other fees,
         and automobile and other allowances paid to a Participant for
         employment services rendered (whether or not such allowances are
         included in the Employee's gross income). Base Annual Salary shall be
         calculated before reduction for

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Master Plan Document
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         compensation voluntarily deferred or contributed by the Participant
         pursuant to all qualified or non-qualified plans of any Employer and
         shall be calculated to include amounts not otherwise included in the
         Participant's gross income under Code Sections 125, 402(e)(3), 402(h),
         or 403(b) pursuant to plans established by any Employer; provided,
         however, that all such amounts will be included in compensation only
         to the extent that had there been no such plan, the amount would have
         been payable in cash to the Employee.

1.10     "Beneficiary" shall mean one or more persons, trusts, estates or other
         entities, designated in accordance with Article 12, that are entitled
         to receive benefits under this Plan upon the death of a Participant.

1.11     "Beneficiary Designation Form" shall mean the form established from
         time to time by the Committee that a Participant completes, signs and
         returns to the Committee to designate one or more Beneficiaries.

1.12     "Board" shall mean the board of directors of the Company.

1.13     "Bonus" shall mean any compensation, in addition to Base Annual Salary,
         payable during the Plan Year to a Participant as an Employee under any
         Employer's annual bonus plan, cash incentive plan, or any other
         long-term or short-term incentive plan, excluding stock options,
         restricted stock and Supplemental Incentive Plan Stock, which the
         Committee, in its sole discretion, determines to be eligible for
         deferral under this Plan.

1.14     "Change in Control" shall be deemed to occur if:

          (a)  The acquisition, other than from the Company, by any individual,
               entity or group (within the meaning of Section 13(d)(3) or
               l4(d)(2) of the Securities Exchange Act of 1934, as amended (the
               "Exchange Act")) of Company securities immediately after which
               such person is the beneficial owner (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, including, but not limited to, a consent solicitation,
               relating to the election of the directors of the Company (as such
               terms are used in Rule 14a-11 of Regulation l4A promulgated under
               the Exchange Act); or

          (c)  There occurs (i) a reorganization, merger or consolidation of the
               Company or any direct or indirect subsidiary 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 ultimate parent corporation
               of any corporation resulting from such reorganization, merger or
               consolidation, or (ii) shareholder approval of 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.

1.15     "Claimant" shall have the meaning set forth in Section 17.1.

1.16     "Code" shall mean the Internal Revenue Code of 1986, as it may be
         amended from time to time.

1.17     "Committee" shall mean the committee described in Article 15.

1.18     "Company" shall mean Amcore Financial, Inc., a Nevada corporation, and
         any successor to all or substantially all of the Company's assets or
         business.

1.19     "Company Excess Contribution Account" shall mean (i) that portion of a
         Participant's Rollover Amount which is represented by the Participant's
         aggregate "excess contributions" described in Section 3.4 of the
         Predecessor Plan, as well as any "company interest contributions"
         described in Section 3.2 of the Predecessor Plan which are specifically
         attributable to such excess contributions accumulated under the
         Predecessor Plan, plus (ii) the sum of all of a Participant's Annual
         Company Excess Contribution Amounts, plus (iii) amounts credited in
         accordance with all the applicable crediting and debiting provisions of
         this Plan that relate to the Participant's Company Excess Contribution
         Account, less (iv) all distributions made to the Participant or his or
         her Beneficiary pursuant to this Plan that relate to the Participant's
         Company Excess Contribution Account.

1.20     "Company Supplemental Contribution Account" shall mean (i) that portion
         of a Participant's Rollover Amount which is represented by the
         Participant's aggregate "supplemental contributions" described in
         Section 3.3 of the Predecessor Plan, as well as any "company interest

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         contributions" described in Section 3.2 of the Predecessor Plan which
         are specifically attributable to such supplemental contributions
         accumulated under the Predecessor Plan, plus (ii) the sum of the
         Participant's Annual Company Supplemental Contribution Amounts, plus
         (iii) amounts credited or debited in accordance with all the applicable
         crediting and debiting provisions of this Plan that relate to the
         Participant's Company Supplemental Contribution Account, less (iv) all
         distributions made to the Participant or his or her Beneficiary
         pursuant to this Plan that relate to the Participant's Company
         Supplemental Contribution Account.

1.21     "Covered Termination" shall be defined solely for purposes of Article
         10 and shall mean the termination of a Participant's employment with
         the Company and all other Employers within two (2) years following a
         Change in Control as a result of the Participant's resignation for good
         reason or a termination by the Participant's Employer without cause.
         For purposes of this definition, the phrase "resignation for good
         reason" shall mean a Participant's resignation following (i) a
         diminution in the Participant's status, title, position or
         responsibilities, or an assignment to the Participant of duties
         inconsistent with the Participant's status, title or position, for
         reasons other than for cause or (ii) a material reduction in the
         Participant's aggregate annualized compensation rate solely as a result
         of a change adopted unilaterally by the Company or Employer. For
         purposes of this definition, the phrase "termination without cause"
         shall mean an involuntary termination of the Participant's employment
         by Participant's Employer other than by reason of the Participant's (i)
         willful and continued failure to perform the duties of his position
         after receiving notice of such failure and being given reasonable
         opportunity to cure such failure; (ii) willful misconduct which is
         demonstrably and materially injurious to the Employer; (iii) conviction
         of a felony; or (iv) material breach of applicable federal or state
         securities laws, regulations or licensing requirements or the
         applicable rules or regulations of any self-regulatory body. No act or
         failure to act on the part of a Participant shall be considered
         "willful" unless it is done or omitted to be done in bad faith or
         without reasonable belief that the action or omission was in the best
         interest of the Employer. No termination shall be considered a
         termination for cause, for purposes of this definition, unless it is
         effected by a written notice to the Participant stating in detail the
         grounds constituting cause.

1.22     "Covered Termination Benefit" shall mean the benefit set forth in
         Article 10.

1.23     "Deduction Limitation" shall mean the following described limitation on
         a benefit that may otherwise be distributable pursuant to the
         provisions of this Plan. Except as otherwise provided, this limitation
         shall be applied to all distributions that are "subject to the
         Deduction Limitation" under this Plan. If an Employer determines in
         good faith prior to a Change in Control that there is a reasonable
         likelihood that any compensation paid to a Participant for a taxable
         year of the Employer would not be deductible by the Employer solely by
         reason of the limitation under Code Section 162(m), then to the extent
         deemed necessary by the Employer to ensure that the entire amount of
         any distribution to the Participant pursuant to this Plan prior to the
         Change in Control is deductible, the Employer may defer all or any
         portion of a distribution under this Plan. Any amounts deferred
         pursuant to this limitation shall continue to be credited/debited with
         additional amounts in accordance with Section 3.12 below, even if such
         amount is being paid out in installments. The amounts so deferred and
         amounts credited thereon shall be distributed to the Participant or his
         or her Beneficiary (in the event of the Participant's death) at the
         earliest

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         possible date, as determined by the Employer in good faith, on which
         the deductibility of compensation paid or payable to the Participant
         for the taxable year of the Employer during which the distribution is
         made will not be limited by Section 162(m), or if earlier, the
         effective date of a Change in Control. Notwithstanding anything to the
         contrary in this Plan, the Deduction Limitation shall not apply to any
         distributions made after a Change in Control.

1.24     "Deferral Account" shall mean (i) that portion of a Participant's
         Rollover Amount which is represented by the Participant's aggregate
         "deferred compensation" described in Section 3.1 of the Predecessor
         Plan, as well as any "company interest contributions" described in
         Section 3.2 of the Predecessor Plan which are specifically attributable
         to such compensation deferrals accumulated under the Predecessor Plan,
         plus (ii) the sum of all of a Participant's Annual Deferral Amounts,
         plus (iii) amounts credited in accordance with all the applicable
         crediting and debiting provisions of this Plan that relate to the
         Participant's Deferral Account, less (iv) all distributions made to the
         Participant or his or her Beneficiary pursuant to this Plan that relate
         to his or her Deferral Account.

1.25     "Director" shall mean any member of the board of directors of any
         Employer.

1.26     "Director Fees" shall mean the annual fees paid by any Employer,
         including retainer fees and meetings fees, as compensation for serving
         on the board of directors.

1.27     "Disability" shall mean a period of disability during which a
         Participant qualifies for permanent disability benefits under the
         Participant's Employer's long-term disability plan, or, if a
         Participant does not participate in such a plan, a period of disability
         during which the Participant would have qualified for permanent
         disability benefits under such a plan had the Participant been a
         participant in such a plan, as determined in the sole discretion of the
         Committee. If the Participant's Employer does not sponsor such a plan,
         or discontinues to sponsor such a plan, Disability shall be determined
         by the Committee in its sole discretion.

1.28     "Disability Benefit" shall mean the benefit set forth in Article 11.

1.29     "Election Form" shall mean the form established from time to time by
         the Committee that a Participant completes, signs and returns to the
         Committee to make an election under the Plan.

1.30     "Eligible Stock Option" shall mean one or more non-qualified stock
         option(s) selected by the Committee in its sole discretion and
         exercisable under a plan or arrangement of any Employer permitting a
         Participant under this Plan to defer gain with respect to such option.

1.31     "Employee" shall mean a person who is an employee of any Employer.

1.32     "Employer(s)" shall mean the Company and/or any of its subsidiaries
         (now in existence or hereafter formed or acquired) that have been
         selected by the Board to participate in the Plan and have adopted the
         Plan as a sponsor.

1.33     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as it may be amended from time to time.

1.34     "First Plan Year" shall mean the period beginning January 10, 2002 and
         ending December 31, 2002.

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1.35     "401(k) Plan" shall be that certain Amcore Financial Security Plan
         adopted by the Company, as amended from time to time.

1.36     "Participant" shall mean any Employee or Director (i) who is selected
         to participate in the Plan, (ii) who elects to participate in the Plan,
         (iii) who signs a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, (iv) whose signed Plan Agreement, Election Form and
         Beneficiary Designation Form are accepted by the Committee, (v) who
         commences participation in the Plan, and (vi) whose Plan Agreement has
         not terminated. A spouse or former spouse of a Participant shall not be
         treated as a Participant in the Plan or have an account balance under
         the Plan, even if he or she has an interest in the Participant's
         benefits under the Plan as a result of applicable law or property
         settlements resulting from legal separation or divorce.

1.37     "Plan" shall mean the Company's Deferred Compensation Plan, which shall
         be evidenced by this instrument and by each Plan Agreement, as they may
         be amended from time to time.

1.38     "Plan Agreement" shall mean a written agreement, as may be amended from
         time to time, which is entered into by and between an Employer and a
         Participant. Each Plan Agreement executed by a Participant and the
         Participant's Employer shall provide for the entire benefit to which
         such Participant is entitled under the Plan; should there be more than
         one Plan Agreement, the Plan Agreement bearing the latest date of
         acceptance by the Employer shall supersede all previous Plan Agreements
         in their entirety and shall govern such entitlement. The terms of any
         Plan Agreement may be different for any Participant, and any Plan
         Agreement may provide additional benefits not set forth in the Plan or
         limit the benefits otherwise provided under the Plan; provided,
         however, that any such additional benefits or benefit limitations must
         be agreed to by both the Employer and the Participant. Other than as
         provided for in the previous sentence, if there is any conflict between
         the terms of a Participant's Plan Agreement and this Plan document, the
         Plan document shall be controlling with respect to such Participant.

1.39     "Plan Year" shall, except for the First Plan Year, mean a period
         beginning on January 1 of each calendar year and continuing through
         December 31 of such calendar year.

1.40     "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
         Article 8.

1.41     "Qualifying Gain" shall mean the incremental value inuring to a
         Participant upon the exercise of an Eligible Stock Option, using a
         Stock-for-Stock payment method, during any Plan Year. Such incremental
         value shall be deliverable to the Participant in the form of additional
         shares of Stock and shall be computed as follows: (i) the total fair
         market value of the shares of Stock held/acquired as a result of the
         exercise of an Eligible Stock Option using a Stock-for-Stock payment
         method, minus (ii) the total exercise price. For example, assume a
         Participant elects to exercise an Eligible Stock Option to purchase
         1,000 shares of Stock at an exercise price of $20 per share (i.e., a
         total exercise price of $20,000), when the Stock has a current fair
         market value of $25 per share (i.e., a total current fair market value
         of $25,000) and elects to defer one hundred (100) percent of the
         Qualifying Gain (i.e., $5,000). Using the Stock-for-Stock payment
         method, the Participant would deliver 800 shares of Stock (worth
         $20,000 at exercise) to exercise the Eligible Stock Option and would
         receive, in return, 800 shares of Stock (worth $20,000 at exercise)
         plus a Qualifying Gain, in the form of an unfunded and unsecured
         promise by the

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         Company for 200 additional shares of Stock in the future (worth $5,000
         at exercise). The number of additional shares of Stock deliverable to
         the Participant in the future as a result of the Qualifying Gain shall
         be fixed and determined as of the date of the exercise of the Eligible
         Stock Option using the average of the high and low sales price of the
         Stock on the business day closest to the date of such exercise.

1.42     "Restricted Stock" shall mean unvested shares of restricted stock
         awarded to the Participant under any Amcore Financial, Inc. stock
         incentive plan and designated by the Committee, in its sole discretion,
         for deferral under this Plan.

1.43     "Restricted Stock Account" shall mean the aggregate value, measured on
         any given date, of (i) the number of shares of Restricted Stock
         deferred by a Participant as a result of all Annual Restricted Stock
         Amounts, plus (ii) the number of additional shares credited as a result
         of deemed reinvestment of dividends in accordance with all the
         applicable crediting provisions of the Amcore Financial, Inc. Stock
         Unit Fund that relate to the Participant's Restricted Stock Account,
         less (iii) the number of shares previously distributed to the
         Participant or his or her Beneficiary from the Participant's Restricted
         Stock Account pursuant to this Plan, subject in each case to any
         adjustments to the number of such shares determined by the Committee
         with respect to the Amcore Financial, Inc. Stock Unit Fund pursuant to
         Section 3.12(e). This portion of the Participant's Account Balance
         shall only be distributable in actual shares of Stock.

1.44     "Restricted Stock Benefit" shall mean the benefit set forth in Article
         6.

1.45     "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
         Employee, severance from employment from all Employers for any reason
         other than a leave of absence, death or Disability on or after the
         earlier of the attainment of (a) age sixty-five (65) or (b) age
         fifty-five (55) with ten (10) Years of Service; and shall mean with
         respect to a Director who is not an Employee, severance of his or her
         directorships with all Employers on or after the earlier of the
         attainment of (a) age sixty-five (65) or (b) age fifty-five (55) with
         ten (10) Years of Service. If a Participant is both an Employee and a
         Director, Retirement shall not occur until he or she Retires as both an
         Employee and a Director, which Retirement shall be deemed to be a
         Retirement as a Director; provided, however, that such a Participant
         may elect, at least three years prior to Retirement and in accordance
         with the policies and procedures established by the Committee, to
         Retire for purposes of this Plan at the time he or she Retires as an
         Employee, which Retirement shall be deemed to be a Retirement as an
         Employee.

1.46     "Retirement Benefit" shall mean the benefit set forth in Article 7.

1.47     "Rollover Amount" means the amount determined in accordance with
         Section 3.5.

1.48     "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.49     "Stock" shall mean Amcore Financial, Inc. common stock, $0.22 par
         value, or any other equity securities of the Company designated by the
         Committee.

1.50     "Stock Option Gain Account" shall mean the aggregate value, measured on
         any give date, of (i) the number of shares of Stock deferred by a
         Participant as a result of all Annual Stock Option Gain Amounts, plus
         (ii) the number of additional shares credited as a result of deemed

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         reinvestment of dividends in accordance with all the applicable
         crediting provisions of the Amcore Financial, Inc. Stock Unit Fund that
         relate to the Participant's Stock Option Gain Account, less (iii) the
         number of such shares previously distributed to the Participant or his
         Beneficiary from the Participant's Stock Option Gain Account pursuant
         to this Plan, subject in each case to any adjustments to the number of
         such shares determined by the Committee with respect to the Amcore
         Financial, Inc. Stock Unit Fund pursuant to Section 3.12(e). This
         portion of the Participant's Account Balance shall only be
         distributable in actual shares of Stock.

1.51     "Supplemental Incentive Plan Account" shall mean the aggregate value,
         measured on any given date, of (i) the number of shares of Stock
         deferred by a Participant as a result of all Annual Supplemental
         Incentive Plan Amounts, plus (ii) the number of additional shares
         credited as a result of deemed reinvestment of dividends in accordance
         with all the applicable crediting provisions of the Amcore Financial,
         Inc. Stock Unit Fund that relate to the Participant's Supplemental
         Incentive Plan Account, less (iii) the number of shares of Supplemental
         Incentive Plan Stock previously distributed to the Participant or his
         or her Beneficiary from the Participant's Supplemental Incentive Plan
         Account pursuant to this Plan, subject in each case to any adjustments
         to the number of such shares determined by the Committee with respect
         to the Amcore Financial, Inc. Stock Unit Fund pursuant to Section
         3.12(e). This portion of the Participant's Account Balance shall only
         be distributable in actual shares of Stock.

1.52     "Supplemental Incentive Plan Stock" shall mean unvested shares of Stock
         awarded to the Participant under the Amcore Financial, Inc.
         Supplemental Incentive Plan and designated by the Committee, in its
         sole discretion, for deferral under this Plan.

1.53     "Termination Benefit" shall mean the benefit set forth in Article 9.

1.54     "Termination of Employment" shall mean the severing of employment with
         all Employers, or service as a Director of all Employers, voluntarily
         or involuntarily, for any reason other than Retirement, Disability,
         death or an authorized leave of absence. If a Participant is both an
         Employee and a Director, a Termination of Employment shall occur only
         upon the termination of the last position held; provided, however, that
         such a Participant may elect, at least three years before Termination
         of Employment and in accordance with the policies and procedures
         established by the Committee, to be treated for purposes of this Plan
         as having experienced a Termination of Employment at the time he or she
         ceases employment with an Employer as an Employee.

1.55     "Trust" shall mean one or more trusts established pursuant to that
         certain Master Trust Agreement, dated as of ________, 2002 between the
         Company and the trustee named therein, as amended from time to time.

1.56     "Unforeseeable Financial Emergency" shall mean an unanticipated
         emergency that is caused by an event beyond the control of the
         Participant that would result in severe financial hardship to the
         Participant resulting from (i) a sudden and unexpected illness or
         accident of the Participant or a dependent of the Participant, (ii) a
         loss of the Participant's property due to casualty, or (iii) such other
         extraordinary and unforeseeable circumstances arising as a result of
         events beyond the control of the Participant, all as determined in the
         sole discretion of the Committee.

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1.57     "Years of Service" shall mean the total number of full years in which a
         Participant has been employed by one or more Employers. For purposes of
         this definition, a year of employment shall be a 365 day period (or 366
         day period in the case of a leap year) that, for the first year of
         employment, commences on the Employee's date of hiring and that, for
         any subsequent year, commences on an anniversary of that hiring date.
         The Committee shall make a determination as to whether any partial year
         of employment shall be counted as a Year of Service.


                                    ARTICLE 2
                       Selection, Enrollment, Eligibility
                       ----------------------------------

2.1      Selection by Committee. Participation in the Plan shall be limited to a
         select group of management and highly compensated Employees and
         Directors of the Employers, as determined by the Committee in its sole
         discretion. From that group, the Committee shall select, in its sole
         discretion, Employees and Directors to participate in the Plan.

2.2      Enrollment Requirements. As a condition to participation, each selected
         Employee or Director shall complete, execute and return to the
         Committee a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, all within thirty (30) days after he or she is
         selected to participate in the Plan. In addition, the Committee shall
         establish from time to time such other enrollment requirements as it
         determines in its sole discretion are necessary.

2.3      Eligibility; Commencement of Participation. Provided an Employee or
         Director selected to participate in the Plan has met all enrollment
         requirements set forth in this Plan and required by the Committee,
         including returning all required documents to the Committee within the
         specified time period, that Employee or Director shall commence
         participation in the Plan on the first day of the month following the
         month in which the Employee or Director completes all enrollment
         requirements. If an Employee or a Director fails to meet all such
         requirements within the period required, in accordance with Section
         2.2, that Employee or Director shall not be eligible to participate in
         the Plan until the first day of the Plan Year following the delivery to
         and acceptance by the Committee of the required documents.

2.4      Termination of Participation and/or Deferrals. If the Committee
         determines in good faith that a Participant no longer qualifies as a
         member of a select group of management or highly compensated employees,
         as membership in such group is determined in accordance with Sections
         201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
         right, in its sole discretion, to (i) terminate any deferral election
         the Participant has made for the remainder of the Plan Year in which
         the Participant's membership status changes, (ii) prevent the
         Participant from making future deferral elections and/or (iii)
         distribute the Participant's vested Account Balance as a Termination
         Benefit on a date deemed appropriate by the Committee in its sole
         discretion, restrict such Participant's ability to reallocate his or
         her Account Balance among the various Measurement Funds as deemed
         appropriate by the Committee in its sole discretion, and terminate the
         Participant's participation in the Plan.


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Master Plan Document
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                                    ARTICLE 3
      Deferral Commitments/Company Supplemental Contribution/Company Excess
   Contribution/Supplemental Incentive Plan Amounts/Restricted Stock Amounts
      /Stock Option Gain Amounts/Rollover Amounts/Vesting/Crediting/Taxes
      -------------------------------------------------------------------

3.1      Minimum Deferrals.

     (a)  Annual Deferral Amount. For each Plan Year, a Participant may elect to
          defer, as his or her Annual Deferral Amount, an aggregate minimum of
          $1,500 of Base Annual Salary, Bonus and/or Director Fees. If an
          election is made for less than the stated minimum amounts, or if no
          election is made, the amount deferred shall be zero.

     (b)  Supplemental Incentive Plan Amount. For each grant of Supplemental
          Incentive Plan Stock, a Participant may elect to defer, as his or her
          Annual Supplemental Incentive Plan Amount, Supplemental Incentive Plan
          Stock in the following minimum amount:

          ----------------------------------------------------------------
          Deferral                              Minimum Percentage
          ----------------------------------------------------------------
          Supplemental Incentive Plan Stock             0%
          ----------------------------------------------------------------

          If no election is made, the amount deferred shall be zero.

     (c)  Annual Restricted Stock Amount. For each grant of Restricted Stock, a
          Participant may elect to defer, as his or her Annual Restricted Stock
          Amount, Restricted Stock in the following minimum amount:

          ----------------------------------------------------------------
          Deferral                              Minimum Percentage
          ----------------------------------------------------------------
          Restricted Stock                              0%
          ----------------------------------------------------------------

          If no election is made, the amount deferred shall be zero.

     (d)  Annual Stock Option Gain Amount. For each Eligible Stock Option, a
          Participant may elect to defer, as his or her Annual Stock Option Gain
          Amount, the following minimum percentage of Qualifying Gain with
          respect to exercise of the Eligible Stock Option:

          ----------------------------------------------------------------
          Deferral                              Minimum Percentage
          ----------------------------------------------------------------
          Qualifying Gain                               0%
          ----------------------------------------------------------------

          If no election is made, the amount deferred shall be zero.

     (e)  Short Plan Year. Notwithstanding the foregoing, if a Participant first
          becomes a Participant after the first day of a Plan Year, or in the
          case of the first Plan Year of the Plan itself, the minimum Annual
          Deferral Amount shall be an amount equal to the minimum set forth
          above, multiplied by a fraction, the numerator of which is the number
          of complete months remaining in the Plan Year and the denominator of
          which is 12.

3.2      Maximum Deferral.

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Master Plan Document
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     (a)  Base Annual Salary, Bonus and Director Fees. For each Plan Year, a
          Participant may elect to defer, as his or her Annual Deferral Amount,
          Base Annual Salary, Bonus and/or Director Fees up to the following
          maximum percentages for each deferral elected:

          ----------------------------------------------------------------
          Deferral                             Maximum Amount
          ----------------------------------------------------------------
          Base Annual Salary                         90%
          ----------------------------------------------------------------
          Bonus                                     100%
          ----------------------------------------------------------------
          Director Fees                             100%
          ----------------------------------------------------------------

     (b)  Annual Supplemental Incentive Plan Amount. For each Plan Year, a
          Participant who is an Employee may elect to defer, as his or her
          Annual Supplemental Incentive Plan Amount, Supplemental Incentive Plan
          Stock in the following maximum percentage:

          ----------------------------------------------------------------
          Deferral                              Maximum Percentage
          ----------------------------------------------------------------
          Supplemental Incentive Plan Stock          100%
          ----------------------------------------------------------------

     (c)  Annual Restricted Stock Amount. For each Plan Year, a Participant who
          is an Employee may elect to defer, as his or her Annual Restricted
          Stock Amount, Restricted Stock in the following maximum percentage:

          ----------------------------------------------------------------
          Deferral                              Maximum Percentage
          ----------------------------------------------------------------
          Restricted Stock                            100%
          ----------------------------------------------------------------

     (d)  Annual Stock Option Gain Amount. For each Eligible Stock Option, a
          Participant may elect to defer, as his or her Annual Stock Option Gain
          Amount, Qualifying Gain up to the following maximum percentage with
          respect to exercise of the Eligible Stock Option:

          ----------------------------------------------------------------
          Deferral                              Maximum Percentage
          ----------------------------------------------------------------
          Qualifying Gain                             100%
          ----------------------------------------------------------------

          Annual Stock Option Gain Amounts may be limited by other terms or
          conditions set forth in the stock option plan or agreement under which
          such options are granted.

     (e)  Short Plan Year. Notwithstanding the foregoing, if a Participant first
          becomes a Participant after the first day of a Plan Year, the maximum
          Annual Deferral Amount (i) with respect to Base Annual Salary shall be
          limited to the amount of compensation not yet earned by the
          Participant as of the date the Participant submits a Plan Agreement
          and Election Form to the Committee for acceptance, and (ii) with
          respect to Bonus and Director Fees shall be limited to those amounts
          deemed eligible for deferral, in the sole discretion of the Committee.

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Master Plan Document
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3.3      Election to Defer; Effect of Election Form.

     (a)  First Plan Year. In connection with a Participant's commencement of
          participation in the Plan, the Participant shall make an irrevocable
          deferral election for the Plan Year in which the Participant commences
          participation in the Plan, along with such other elections as the
          Committee deems necessary or desirable under the Plan. For these
          elections to be valid, the Election Form must be completed and signed
          by the Participant, timely delivered to the Committee (in accordance
          with Section 2.2 above) and accepted by the Committee.

     (b)  Subsequent Plan Years. For each succeeding Plan Year, an irrevocable
          deferral election for that Plan Year, and such other elections as the
          Committee deems necessary or desirable under the Plan, shall be made
          by timely delivering to the Committee, in accordance with its rules
          and procedures, before the end of the Plan Year preceding the Plan
          Year for which the election is made, a new Election Form. If no such
          Election Form is timely delivered for a Plan Year, the Annual Deferral
          Amount shall be zero for that Plan Year.

     (c)  Supplemental Incentive Plan Stock Deferral. For an election to defer
          Supplemental Incentive Plan Stock to be valid: (i) a separate
          irrevocable Election Form must be completed and signed by the
          Participant with respect to such Supplemental Incentive Plan Stock;
          and (ii) such Election Form must be timely delivered to the Committee
          and accepted by the Committee at least six (6) months prior to the
          date such Supplemental Incentive Plan Stock vests under the terms of
          the Amcore Financial, Inc. Supplemental Incentive Plan.

     (d)  Stock Option Deferral. For an election to defer gain upon an Eligible
          Stock Option exercise to be valid: (i) a separate Election Form must
          be completed and signed by the Participant with respect to the
          Eligible Stock Option; (ii) the Election Form must be timely delivered
          to the Committee and accepted by the Committee at least six (6) months
          prior to the date the Participant elects to exercise the Eligible
          Stock Option; (iii) the Eligible Stock Option must be exercised using
          an actual Stock-for-Stock payment method; and (iv) the Stock actually
          or constructively delivered by the Participant to exercise the
          Eligible Stock Option must have been owned by the Participant during
          the entire six (6) month period prior to its delivery.

     (e)  Restricted Stock Deferral. For an election to defer Restricted Stock
          to be valid: (i) a separate irrevocable Election Form must be
          completed and signed by the Participant, with respect to such
          Restricted Stock; and (ii) such Election Form must be timely delivered
          to the Committee and accepted by the Committee at least six (6) months
          prior to the date such Restricted Stock vests.

3.4      Withholding and Crediting of Annual Deferral Amounts. For each Plan
         Year, the Base Annual Salary portion of the Annual Deferral Amount
         shall be withheld from each regularly scheduled Base Annual Salary
         payroll in equal amounts, as adjusted from time to time for increases
         and decreases in Base Annual Salary. The Bonus and/or Director Fees
         portion of the

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         Annual Deferral Amount shall be withheld at the time the Bonus or
         Director Fees are or otherwise would be paid to the Participant,
         whether or not this occurs during the Plan Year itself. Annual
         Deferral Amounts shall be credited to a Participant's Deferral Account
         as soon as administratively feasible following the date on in which
         such amounts would otherwise have been paid to the Participant.

3.5      Rollover Amount. With respect to Participants who participated in the
         Predecessor Plan and who are active Employees as of the effective date
         of this Plan, an amount equal to their "Account" as set forth in such
         Predecessor Plan, valued as of February 1, 2002, shall be the Rollover
         Amount. The Rollover Amount shall be comprised of elective deferrals,
         company interest contributions, supplemental contributions and excess
         contributions accumulated under the Predecessor Plan pursuant to
         Sections 3.1, 3.2, 3.3 and 3.4 of the Predecessor Plan, and shall
         retain their character as elective deferrals, company interest
         contributions, supplemental contributions and excess contributions
         under this Plan. Such Rollover Amount shall be credited to the
         Participant's Deferral Account, Company Supplemental Contribution
         Account and Company Excess Contribution Account as applicable, under
         this Plan on the effective date of this Plan and shall be subject to
         the terms and conditions of this Plan. Any Participant with a Rollover
         Amount shall have no right to demand distribution of such amounts other
         than as specifically provided for herein.

3.6      Annual Company Supplemental Contribution Amount.

     (a)  For each Plan Year, an Employer may be required to credit amounts to a
          Participant's Company Supplemental Contribution Account in accordance
          with employment or other agreements entered into between the
          Participant and the Employer. Such amounts shall be credited on the
          date or dates prescribed by such agreements.

     (b)  For each Plan Year, an Employer, in its sole discretion, may, but is
          not required to, credit any amount it desires to any Participant's
          Company Supplemental Contribution Account under this Plan, which
          amount shall be for that Participant the Annual Company Supplemental
          Contribution Amount for that Plan Year. The amount so credited to a
          Participant may be smaller or larger than the amount credited to any
          other Participant, and the amount credited to any Participant for a
          Plan Year may be zero, even though one or more other Participants
          receive an Annual Company Supplemental Contribution Amount for that
          Plan Year. The Annual Company Supplemental Contribution Amount
          described in this Section 3.6(b), if any, shall be credited to the
          Participant's Company Supplemental Contribution Account on a date or
          dates to be determined by the Committee in its sole discretion.

3.7      Company Excess Contribution Amount. For each Plan Year during which a
         Participant (i) has compensation in excess of the limitations set forth
         in Section 401(a)(17) of the Code and (ii) participates in an
         Employer's 401(k) Plan, the Employer in its sole discretion may, but is
         not required to, credit such Participant's Company Excess Contribution
         Account under this Plan with an amount equal to the sum of all Employee
         and Employer matching contributions that were precluded from being
         contributed to the 401(k) Plan on behalf of such Participant during the
         Plan Year due to 401(a)(17) limitations. The amount so credited to a
         Participant under this Plan shall

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Master Plan Document
--------------------------------------------------------------------------------

         be for that Participant the Company Excess Contribution Amount for
         that Plan Year and shall be credited to the Participant's Company
         Excess Contribution Account on a date or dates to be determined by the
         Committee in its sole discretion. A Participant's Company Excess
         Contribution Amount may be smaller or larger than the amount credited
         to any other Participant, and the amount credited to any Participant
         for a Plan Year may be zero, even though one or more other
         Participants receive a Company Excess Contribution Amount for that
         Plan Year.

3.8      Annual Supplemental Incentive Plan Amount. Subject to any terms and
         conditions imposed by the Committee, Participants may elect to defer,
         under the Plan, Supplemental Incentive Plan Stock, which amount shall
         be for that Participant the Annual Supplemental Incentive Plan Amount
         for that Plan Year. The portion of any Supplemental Incentive Plan
         Stock deferred shall be reflected on the books of the Company on a date
         to be determined by the Committee, in its sole discretion, as an
         unfunded, unsecured promise to deliver to the Participant a specific
         number of actual shares of Stock in the future. Such shares of Stock
         would otherwise have been delivered to the Participant, pursuant to the
         terms of the Amcore Financial, Inc. Supplemental Incentive Plan, but
         for the Participant's election to defer.

3.9      Annual Restricted Stock Amount. Subject to any terms and conditions
         imposed by the Committee, Participants may elect to defer, under the
         Plan, Restricted Stock, which amount shall be for that Participant the
         Annual Restricted Stock Amount for that Plan Year; provided, however,
         that the Annual Restricted Stock Amount for the 2002 Plan Year shall
         automatically include a mandatory deferral of all Restricted Stock
         granted to the Participant during the 2000 and 2001 calendar year. The
         portion of any Restricted Stock deferred shall be reflected on the
         books of the Company on a date to be determined by the Committee, in
         its sole discretion, as an unfunded, unsecured promise to deliver to
         the Participant a specific number of actual shares of Stock in the
         future.

3.10     Annual Stock Option Gain Amount. Subject to any terms and conditions
         imposed by the Committee, Participants may elect to defer, under the
         Plan, all or some portion of Qualifying Gains attributable to an
         Eligible Stock Option exercise, which amount shall be for that
         Participant the Annual Stock Option Gain Amount for that Plan Year. The
         portion of any Qualifying Gains shall be reflected on the books of the
         Company as an unfunded, unsecured promise to deliver to the Participant
         a specific number of actual shares of Stock in the future. Such shares
         of Stock would otherwise have been delivered to the Participant,
         pursuant to the Eligible Stock Option exercise, but for the
         Participant's election to defer.

3.11     Vesting.

     (a)  A Participant shall at all times be 100% vested in his or her Deferral
          Account, Supplemental Incentive Plan Account and Stock Option Gain
          Account.

     (b)  A Participant shall be vested in each grant of Restricted Stock
          individually deferred into his or her Restricted Stock Account in
          accordance with (i) the terms of the Amcore Financial, Inc. stock
          incentive plan, or (ii) if not addressed in the stock incentive plan,
          the vesting schedule declared by the Committee, in its sole
          discretion, and set forth in his or her Restricted Stock Election
          Form.

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     (c)  A Participant shall be vested in his or her Company Excess
          Contribution Account only to the extent that the Participant would be
          vested in such amounts under the provisions of the 401(k) Plan.

     (d)  A Participant shall be vested in his or her Company Supplemental
          Contribution Account in accordance with the vesting schedule(s) set
          forth in his or her Plan Agreement, employment agreement or any other
          agreement entered into between the Participant and his or her
          Employer. If not addressed in such agreements, a Participant shall
          vest in his or her Company Supplemental Contribution Account in
          accordance with the schedule declared by the Committee, in its sole
          discretion.

     (e)  Notwithstanding anything to the contrary contained in this Section
          3.11, in the event of a Change in Control or the Participant's
          Retirement, death while employed by an Employer or in the service of
          an Employer as a Director, or Disability, a Participant's Company
          Supplemental Contribution Account and Company Excess Contribution
          Account shall immediately become 100% vested (if it is not already
          vested in accordance with the above vesting schedules).

     (f)  Notwithstanding subsection 3.11(e) above, the vesting schedule for a
          Participant's Company Supplemental Contribution Account and Company
          Excess Contribution Account shall not be accelerated to the extent
          that the Committee determines that such acceleration would cause the
          deduction limitations of Section 280G of the Code to become effective.
          In the event that all of a Participant's Company Supplemental
          Contribution Account and/or Company Excess Contribution Account is not
          vested pursuant to such a determination, the Participant may request
          independent verification of the Committee's calculations with respect
          to the application of Section 280G. In such case, the Committee must
          provide to the Participant within 15 business days of such a request
          an opinion from a nationally recognized accounting firm selected by
          the Participant (the "Accounting Firm"). The opinion shall state the
          Accounting Firm's opinion that any limitation in the vested percentage
          hereunder is necessary to avoid the limits of Section 280G and contain
          supporting calculations. The cost of such opinion shall be paid for by
          the Company.

     (g)  Section 3.11(f) shall not prevent the acceleration of the vesting
          schedule applicable to a Participant's Supplemental Contribution
          Account and/or Company Excess Contribution Account if such Participant
          is entitled to a "gross-up" payment, to eliminate the effect of the
          Code section 4999 excise tax, pursuant to a Transitional Compensation
          Agreement or other agreement entered into between such Participant and
          the Employer.

3.12     Crediting/Debiting of Account Balances. In accordance with, and subject
         to, the rules and procedures that are established from time to time by
         the Committee, in its sole discretion, amounts shall be credited or
         debited to a Participant's Account Balance in accordance with the
         following rules:

     (a)  Measurement Funds. Subject to the restrictions found in Sections 2.4
          and 3.12(e), the Participant may elect one or more of the measurement
          funds listed at Appendix A (the

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          "Measurement Funds"), based on certain mutual funds, for the purpose
          of crediting or debiting additional amounts to his or her Account
          Balance. As necessary, the Committee may, in its sole discretion,
          discontinue, substitute or add a Measurement Fund. Each such action
          will take effect as of the first day of the calendar quarter that
          follows by thirty (30) days the day on which the Committee gives
          Participants advance written notice of such change.

     (b)  Election of Measurement Funds. Subject to the restrictions found in
          Sections 2.4 and 3.12(e), a Participant, in connection with his or her
          initial deferral election in accordance with Section (e)(a) above,
          shall elect, on the Election Form, one or more Measurement Fund(s) (as
          described in Section 3.12(a) above) to be used to determine the
          amounts to be credited or debited to his or her Account Balance. If a
          Participant does not elect any of the Measurement Funds as described
          in the previous sentence, the Participant's Account Balance shall
          automatically be allocated into (i) the Measurement Fund which is
          based on a money market fund, or (ii) its closest equivalent, as
          determined by the Committee, in its sole discretion. Subject to the
          restrictions found in Sections 2.4 and 3.12(e), the Participant may
          (but is not required to) elect, by submitting an Election Form to the
          Committee that is accepted by the Committee, to add or delete one or
          more Measurement Fund(s) to be used to determine the amounts to be
          credited or debited to his or her Account Balance, or to change the
          portion of his or her Account Balance allocated to each previously or
          newly elected Measurement Fund. If an election is made in accordance
          with the previous sentence, it shall apply as of the first business
          day deemed reasonably practicable by the Committee, in its sole
          discretion, and shall continue thereafter for each subsequent day in
          which the Participant participates in the Plan, unless changed in
          accordance with the previous sentence.

     (c)  Proportionate Allocation. In making any election described in Section
          3.12(b) above, the Participant shall specify on the Election Form, in
          increments of one percent (1%), the percentage of his or her Account
          Balance to be allocated to a Measurement Fund (as if the Participant
          was making an investment in that Measurement Fund with that portion of
          his or her Account Balance).

     (d)  Crediting or Debiting Method. The performance of each elected
          Measurement Fund (either positive or negative) will be determined by
          the Committee, in its reasonable discretion, based on the performance
          of the Measurement Funds themselves. A Participant's Account Balance
          shall be credited or debited on a daily basis based on the performance
          of each Measurement Fund selected by the Participant, such performance
          being determined by the Committee in its sole discretion.

     (e)  Amcore Financial, Inc. Stock Unit Fund.

          (i)  A Participant's Supplemental Incentive Plan Account, Restricted
               Stock Account and Stock Option Gain Account shall be
               automatically allocated to the Amcore Financial, Inc. Stock Unit
               Fund as the Measurement Fund. Participants may not select any
               other Measurement Fund to be used to determine the amounts to be
               credited or debited to their Supplemental Incentive Plan Account,
               Restricted

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               Stock Account or Stock Option Gain Account. Furthermore, no other
               portion of the Participant's Account Balance can be either
               initially allocated or re-allocated to the Amcore Financial, Inc.
               Stock Unit Fund.

          (ii) Any stock dividends, cash dividends or other non-cash dividends
               that would have been payable on the Stock credited to a
               Participant's Account Balance shall be credited to the
               Participant's Account Balance in the form of additional shares of
               Stock and shall automatically and irrevocably be deemed to be
               re-invested in the Amcore Financial, Inc. Stock Unit Fund until
               such amounts are distributed to the Participant. The number of
               shares credited to the Participant for a particular stock
               dividend shall be equal to (a) the number of shares of Stock
               credited to the Participant's Account Balance as of the payment
               date for such dividend in respect of each share of Stock,
               multiplied by (b) the number of additional shares of Stock
               actually paid as a dividend in respect of each share of Stock.
               The number of shares credited to the Participant for a particular
               cash dividend or other non-cash dividend shall be equal to (a)
               the number of shares of Stock credited to the Participant's
               Account Balance as of the payment date for such dividend in
               respect of each share of Stock, multiplied by (b) the fair market
               value of the dividend, divided by (c) the "fair market value" of
               the Stock on the payment date for such dividend.

          (iii) The number of shares of Stock credited to the Participant's
               Account Balance may be adjusted by the Committee, in its sole
               discretion, to prevent dilution or enlargement of Participants'
               rights with respect to the portion of his or her Account Balance
               allocated to the Amcore Financial, Inc. Stock Unit Fund, in the
               event of any reorganization, reclassification, stock split, or
               other unusual corporate transaction or event which affects the
               value of the Stock, provided that any such adjustment shall be
               made taking into account any crediting of shares of Stock to the
               Participant under Section 3.12(e)(ii) above in connection with
               such transaction or event.

          (iv) For purposes of this Section 3.12(e), "fair market value" shall
               mean for any day the average of the high and low sales price or,
               in the event that no such sale takes place on such day, the
               average of the reported closing bid and asked prices, in either
               case as reported on the principal national securities exchange on
               which the Stock is listed or admitted to trading or, if not
               listed or admitted to trading on any national securities
               exchange, on the Nasdaq Stock Market's National Market, or if the
               Stock is not quoted on such National Market System, the average
               of the high and low prices on each such day in the
               over-the-counter market as reported by Nasdaq or, if high and low
               prices for the Stock on each such day shall not have been
               reported through Nasdaq, the average of the high and low prices
               for such day as furnished by any New York Stock Exchange member
               firm regularly making a market in the Stock selected for such
               purpose by the Committee, or, if the Stock is not publicly
               traded, the fair market value of the Stock as determined in good
               faith by the Committee.

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     (f)  Fixed Rate Measurement Fund. Subject to the restrictions found in
          Sections 2.4 and 3.12(e), Participants may allocate or re-allocate any
          portion of their Account Balance to the Fixed Rate Measurement Fund,
          at any time. The rate of interest that shall be credited to the Fixed
          Rate Measurement Fund for a given Plan Year shall be determined by the
          Committee, in its sole discretion, prior to the beginning of such Plan
          Year. The rate of interest credited on amounts allocated to the Fixed
          Rate Measurement Fund shall be credited and compounded on a daily
          basis to a Participant's Account Balance.

     (g)  No Actual Investment. Notwithstanding any other provision of this Plan
          that may be interpreted to the contrary, the Measurement Funds are to
          be used for measurement purposes only, and a Participant's election of
          any such Measurement Fund, the allocation to his or her Account
          Balance thereto, the calculation of additional amounts and the
          crediting or debiting of such amounts to a Participant's Account
          Balance shall not be considered or construed ----- --- in any manner
          as an actual investment of his or her Account Balance in any such
          Measurement Fund. In the event that the Company or the Trustee (as
          that term is defined in the Trust), in its own discretion, decides to
          invest funds in any or all of investments on which the Measurement
          Funds are based, no Participant shall have any rights in or to such
          investments themselves. Without limiting the foregoing, a
          Participant's Account Balance shall at all times be a bookkeeping
          entry only and shall not represent any investment made on his or her
          behalf by the Company or the Trust; the Participant shall at all times
          remain an unsecured creditor of the Company.

3.13     FICA and Other Taxes.

     (a)  Annual Deferral Amounts. For each Plan Year in which an Annual
          Deferral Amount is being withheld from a Participant, the
          Participant's Employer(s) shall withhold from that portion of the
          Participant's Base Annual Salary and Bonus that is not being deferred,
          in a manner determined by the Employer(s), the Participant's share of
          FICA and other employment taxes on such Annual Deferral Amount. If
          necessary, the Committee may reduce the Annual Deferral Amount in
          order to comply with this Section 3.13.

     (b)  Restricted Stock Account, Company Excess Contribution Account and
          Company Supplemental Contribution Account. When a participant becomes
          vested in a portion of his or her Restricted Stock Account, Company
          Excess Contribution Account or Company Supplemental Contribution
          Account, the Participant's Employer(s) shall withhold from the
          Participant's Base Annual Salary and/or Bonus that is not deferred, in
          a manner determined by the Employer(s), the Participant's share of
          FICA and other employment taxes. If necessary, the Committee may
          reduce the vested portion of the Participant's Restricted Stock
          Account, Company Excess Contribution Account or Company Supplemental
          Contribution Amount, as applicable, in order to comply with this
          Section 3.13.

     (c)  Annual Supplemental Incentive Plan Amounts and Annual Stock Option
          Gain Amounts. For each Plan Year in which an Annual Supplemental
          Incentive Plan Amount or Annual Stock Option Gain Amount is being
          first withheld from a Participant, the Participant's Employer(s) shall
          withhold from that portion of the Participant's Base

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          Annual Salary, Bonus, Supplemental Incentive Plan Stock, Qualifying
          Gains and Restricted Stock that are not being deferred, in a manner
          determined by the Employer(s), the Participant's share of FICA and
          other employment taxes on such Annual Stock Option Gain Amount or
          Annual Supplemental Incentive Plan Amount. If necessary, the Committee
          may reduce the Annual Stock Option Gain Amount or Annual Supplemental
          Incentive Plan Amount in order to comply with this Section 3.13.

     (d)  Distributions. The Participant's Employer(s), or the trustee of the
          Trust, shall withhold from any payments made to a Participant under
          this Plan all federal, state and local income, employment and other
          taxes required to be withheld by the Employer(s), or the trustee of
          the Trust, in connection with such payments, in amounts and in a
          manner to be determined in the sole discretion of the Employer(s) and
          the trustee of the Trust.


                                    ARTICLE 4
             Short-Term Payout; Unforeseeable Financial Emergencies;
             -------------------------------------------------------
                               Withdrawal Election
                               -------------------

4.1      Short-Term Payout. In connection with each election to defer an Annual
         Deferral Amount, a Participant may irrevocably elect to receive a
         future "Short-Term Payout" from the Plan with respect to all or a
         portion of such Annual Deferral Amount. Subject to the Deduction
         Limitation, the Short-Term Payout shall be a lump sum payment in an
         amount that is equal to the portion of the Annual Deferral Amount the
         Participant elected to have distributed as a Short-Term Payout plus
         amounts credited or debited in the manner provided in Section 3.12
         above on that amount, determined at the time that the Short-Term Payout
         becomes payable. Subject to the Deduction Limitation and the other
         terms and conditions of this Plan, each Short-Term Payout elected shall
         be paid out during a sixty (60) day period commencing immediately after
         the first day of any Plan Year designated by the Participant. The Plan
         Year designated by the Participant must be at least three (3) Plan
         Years after the end of the Plan Year in which the Annual Deferral
         Amount is actually deferred. By way of example, if a five year
         Short-Term Payout is elected for Annual Deferral Amounts that are
         deferred in the Plan Year commencing January 1, 2003, the three year
         Short-Term Payout would become payable during a sixty (60) day period
         commencing January 1, 2007. With respect to each Short-Term Payout, the
         Participant may change his or her election one time only to an
         allowable alternative payout date by submitting a new Election Form to
         the Committee, provided that (i) any such Election Form is submitted at
         least thirteen (13) months prior to the Participant's original
         distribution date, (ii) the new distribution date being selected is
         later than the original distribution date, and (iii) the Election Form
         is accepted by the Committee, in its sole discretion, at least thirteen
         (13) months prior to the Participant's original distribution date.

4.2      Other Benefits Take Precedence Over Short-Term. Should an event occur
         that triggers a benefit under Article 7, 8, 9, 10 or 11, any Annual
         Deferral Amount, plus amounts credited or debited thereon, that is
         subject to a Short-Term Payout election under Section 4.1 shall not be
         paid in accordance with Section 4.1 but shall be paid in accordance
         with the other applicable Article.

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4.3      Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.
         If the Participant experiences an Unforeseeable Financial Emergency,
         the Participant may petition the Committee to (i) suspend any deferrals
         required to be made by a Participant and/or (ii) receive a partial or
         full payout from the Plan. The payout shall not exceed the lesser of
         the Participant's vested Account Balance, excluding the portion of the
         Account Balance allocated to the Amcore Financial, Inc. Stock Unit
         Fund, calculated as if such Participant were receiving a Termination
         Benefit, or the amount reasonably needed to satisfy the Unforeseeable
         Financial Emergency. If, subject to the sole discretion of the
         Committee, the petition for a suspension and/or payout is approved,
         suspension shall take effect upon the date of approval and any payout
         shall be made within sixty (60) days of the date of approval. The
         payment of any amount under this Section 4.3 shall not be subject to
         the Deduction Limitation.

4.4      Withdrawal Election. A Participant (or, after a Participant's death,
         his or her Beneficiary) may elect, at any time, to withdraw all of his
         or her vested Account Balance, excluding the portion of the Account
         Balance allocate to the Amcore Financial, Inc. Stock Unit Fund.
         Furthermore, a Participant may elect, at any time, to withdraw a
         portion of his or her vested Account Balance, excluding the portion of
         the Account Balance allocated to the Amcore Financial, Inc. Stock Unit
         Fund, provided such portion is equal to or greater than $25,000. In all
         events, the Participant's vested Account Balance shall be calculated as
         if there had occurred a Termination of Employment as of the day of the
         election, less a withdrawal penalty equal to 10% of the amount
         withdrawn (the net amount shall be referred to as the "Withdrawal
         Amount"). This election can be made at any time, before or after
         Retirement, Disability, death or Termination of Employment, and whether
         or not the Participant (or Beneficiary) is in the process of being paid
         pursuant to an installment payment schedule. The Participant (or his or
         her Beneficiary) shall make this election by giving the Committee
         advance written notice of the election in a form determined from time
         to time by the Committee. The Participant (or his or her Beneficiary)
         shall be paid the Withdrawal Amount within sixty (60) days of his or
         her election. Once the Withdrawal Amount is paid, the Participant's
         participation in the Plan shall be suspended for the remainder of the
         Plan Year in which the withdrawal is elected and for one (1) full Plan
         Year thereafter. The payment of this Withdrawal Amount shall not be
         subject to the Deduction Limitation.


                                    ARTICLE 5
                                Rollover Benefit
                                ----------------

5.1      Rollover Benefit. Upon commencement of participation in this Plan, a
         Participant with a Rollover Amount who was not considered to be an
         "inactive participant" under the Predecessor Plan shall irrevocably
         elect, on an Election Form, the manner in which his or her Rollover
         Amount shall be distributed along with any amounts credited or debited
         on such amount pursuant to Section 3.12 above. Accordingly, such
         Participant may irrevocably elect to have his or her Rollover Amount,
         plus amounts credited or debited on such amount, distributed (i) along
         with the rest of his or her vested Account Balance pursuant to the
         provisions of this Plan, or (ii) along with the rest of his or her
         vested Account Balance pursuant to the provisions of this Plan, except

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         that any "Education Accounts" and "Fixed Period Accounts" rolled over
         from the Predecessor Plan shall be distributed in the manner previously
         elected by the Participant under the Predecessor Plan, or (iii) in a
         lump sum on an earlier date which is at least thirteen (13) months from
         the effective date of this Plan (i.e., March 1, 2003), as specified by
         the Participant in such irrevocable election. If a Participant does not
         submit an Election Form to the Committee by the deadline selected by
         the Committee, his or her Rollover Amount, plus amounts credited or
         debited on such amount, shall be distributed along with the rest of his
         or her vested Account Balance pursuant to the provisions of this Plan.

5.2      Other Benefits Take Precedence Over Rollover Benefit. Should an event
         occur that triggers a benefit under Article 7, 8, 9, 10 or 11, any
         Rollover Amount, plus amounts credited or debited thereon, that is
         subject to distribution under Section 5.1 shall not be paid in
         accordance with Section 5.1 but shall be paid in accordance with the
         other applicable Article.


                                    ARTICLE 6
                            Restricted Stock Benefit
                            ------------------------

6.1      Restricted Stock Benefit. Subject to the Deduction Limitation, a
         Participant who is required to defer Restricted Stock granted during
         the 2000 and 2001 calendar years pursuant to Section 3.9 shall receive,
         as a Restricted Stock Benefit, that portion of his or her Restricted
         Stock Account comprised of such mandatory deferrals of Restricted
         Stock.

6.2      Payment of Restricted Stock Benefit. In connection with his or her
         commencement of participation in the Plan, a Participant shall
         irrevocably elect on an Election Form to receive the Restricted Stock
         Benefit (i) on January 1st of the Plan Year designated by the
         participant, which must be January 1, 2008 or later, or (ii) upon the
         Participant's Termination of Employment or Retirement. Despite the
         foregoing, if (y) a Participant Retires or experiences a Termination of
         Employment prior to January 1, 2008, such Participant shall
         automatically receive his or her Restricted Stock Benefit on January 1,
         2008, and (z) if the Participant Retires or experiences a Termination
         of Employment after January 1, 2008 but before the distribution date
         designated by the Participant in accordance with the previous sentence,
         the Participant will automatically receive his or her Restricted Stock
         Benefit upon his or her Retirement or Termination of Employment. The
         Restricted Stock Benefit shall be paid in lump sum payment within sixty
         (60) days of the date the Participant becomes entitled to payment of
         the Restricted Stock Benefit in accordance with this Section 6.2. Any
         payment made shall be subject to the Deduction Limitation.

6.3      Death Prior to Payment of Restricted Stock Benefit. If a Participant
         dies prior to the date on which the Participant becomes entitled to
         payment of his or her Restricted Stock Benefit in accordance with
         Section 6.2 above, the Participant's Beneficiary shall receive the
         Participant's Restricted Stock Benefit in a lump sum payment no later
         than sixty (60) days after the Committee is provided with proof that is
         satisfactory to the Committee of the Participant's death. Any payment
         made shall be subject to the Deduction Limitation.


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                                    ARTICLE 7
                               Retirement Benefit
                               ------------------

7.1      Retirement Benefit. Subject to the Deduction Limitation, a Participant
         who Retires shall receive, as a Retirement Benefit, his or her vested
         Account Balance, excluding the portion of the Participant's Account
         Balance that is subject to Article 6.

7.2      Payment of Retirement Benefit. A Participant, in connection with his or
         her commencement of participation in the Plan, shall elect on an
         Election Form to receive the Retirement Benefit in a lump sum or
         pursuant to an Annual Installment Method of up to 15 years. The
         Participant may change his or her election to an allowable alternative
         payout period by submitting a new Election Form to the Committee,
         provided that any such Election Form is submitted to and accepted by
         the Committee in its sole discretion at least thirteen (13) months
         prior to the Participant's Retirement. The Election Form most recently
         accepted by the Committee shall govern the payout of the Retirement
         Benefit. If a Participant does not make any election with respect to
         the payment of the Retirement Benefit, or if the Participant's Account
         Balance on the date of the Participant's Retirement is less than
         $50,000, then such benefit shall be payable in a lump sum. The lump sum
         payment shall be made, or installment payments shall commence, no later
         than sixty (60) days after the date on which the Participant Retires.
         Any payment made shall be subject to the Deduction Limitation.

7.3      Death Prior to Completion of Retirement Benefit. If a Participant dies
         after Retirement but before the Retirement Benefit is paid in full, the
         Participant's Beneficiary shall receive a lump sum payment that is
         equal to the Participant's unpaid remaining vested Account Balance,
         excluding the portion of the Participant's Account Balance that is
         subject to Article 6, no later than sixty (60) days after the Committee
         is provided with proof that is satisfactory to the Committee of the
         Participant's death. Any payment made shall be subject to the Deduction
         Limitation.


                                    ARTICLE 8
                         Pre-Retirement Survivor Benefit
                         -------------------------------

8.1      Pre-Retirement Survivor Benefit. Subject to the Deduction Limitation,
         the Participant's Beneficiary shall receive a Pre-Retirement Survivor
         Benefit equal to the Participant's vested Account Balance, excluding
         the portion of the Participant's Account Balance that is subject to
         Article 6, if the Participant dies before he or she Retires,
         experiences a Termination of Employment or suffers a Disability.

8.2      Payment of Pre-Retirement Survivor Benefit. The Pre-Retirement Survivor
         Benefit shall be paid to the Participant's Beneficiary in a lump sum
         payment no later than sixty (60) days after the Committee is provided
         with proof that is satisfactory to the Committee of the Participant's
         death. Any payment made shall be subject to the Deduction Limitation.


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                                    ARTICLE 9
                               Termination Benefit
                               -------------------

9.1      Termination Benefit. Subject to the Deduction Limitation, the
         Participant shall receive a Termination Benefit, which shall be equal
         to the Participant's vested Account Balance, excluding the portion of
         the Participant's Account Balance that is subject to Article 6, if a
         Participant experiences a Termination of Employment other than a
         Covered Termination prior to his or her Retirement, death or
         Disability.

9.2      Payment of Termination Benefit. If the Participant's vested Account
         Balance at the time of his or her Termination of Employment is less
         than $50,000, payment of his or her Termination Benefit shall be paid
         in a lump sum. If his or her vested Account Balance at such time is
         equal to or greater than $50,000, the Committee, in its sole
         discretion, may cause the Termination Benefit to be paid in a lump sum
         or pursuant to an Annual Installment Method of 5 years. The lump sum
         payment shall be made, or installment payments shall commence, no later
         than sixty (60) days after the date on which the Participant
         experiences the Termination of Employment. Any payment made shall be
         subject to the Deduction Limitation.

9.3      Death Prior to Completion of Termination Benefit. If a Participant dies
         after his or her Termination of Employment but before the Termination
         Benefit is paid in full, the Participant's Beneficiary shall receive a
         lump sum payment that is equal to the Participant's unpaid remaining
         vested Account Balance, excluding the portion of the Participant's
         Account Balance that is subject to Article 6, no later than sixty (60)
         days after the Committee is provided with proof that is satisfactory to
         the Committee of the Participant's death. Any payment made shall be
         subject to the Deduction Limitation.


                                   ARTICLE 10
                           Covered Termination Benefit
                           ---------------------------

10.1     Covered Termination Benefit. Subject to the Deduction Limitation, the
         Participant will receive a Covered Termination Benefit, which shall be
         equal to the Participant's vested Account Balance, excluding the
         portion of the Participant's Account Balance that is subject to Article
         6, if a Covered Termination occurs prior to the Participant's
         Termination of Employment, Retirement, death or Disability.

10.2     Payment of Covered Termination Benefit. A Participant, in connection
         with his or her commencement of participation in the Plan, shall
         irrevocably elect on an Election Form whether to receive his or her
         Covered Termination Benefit in a lump sum or pursuant to an Annual
         Installment Method for five (5) years. If a Participant does not make
         any election with respect to the payment of the Covered Termination
         Benefit, then such Participant's vested Account Balance shall be paid
         to the Participant in a lump sum. The lump sum payment shall be made,
         or installments shall commence, no later than sixty (60) days after the
         Participant's Covered Termination.

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10.3     Death Prior to Payment of Covered Termination Benefit. If a Participant
         dies after his or her Covered Termination but before the Covered
         Termination Benefit is paid in full, the Participant's Beneficiary
         shall receive the Participant's Covered Termination Benefit in a lump
         sum payment no later than sixty (60) days after the Committee is
         provided with proof that is satisfactory to the Committee of the
         Participant's death. Any payment made shall be subject to the Deduction
         Limitation.


                                   ARTICLE 11
                          Disability Waiver and Benefit
                          -----------------------------

11.1     Disability Waiver.

     (a)  Waiver of Deferral. A Participant who is determined by the Committee
          to be suffering from a Disability shall be (i) excused from fulfilling
          that portion of the Annual Deferral Amount commitment that would
          otherwise have been withheld from a Participant's Base Annual Salary,
          Bonus and/or Director Fees for the Plan Year during which the
          Participant first suffers a Disability and (ii) excused from
          fulfilling any existing unvested Supplemental Incentive Plan Stock,
          unvested Restricted Stock or unexercised Eligible Stock Option
          commitments. During the period of Disability, the Participant shall
          not be allowed to make any additional deferral elections, but will
          continue to be considered a Participant for all other purposes of this
          Plan.

     (b)  Return to Work. If a Participant returns to employment, or service as
          a Director, with an Employer after a Disability ceases, the
          Participant may elect to defer an Annual Deferral Amount, Annual
          Supplemental Incentive Amount, Annual Stock Option Gain Amount and
          Annual Restricted Stock Amount for the Plan Year following his or her
          return to employment or service and for every Plan Year thereafter
          while a Participant in the Plan; provided such deferral elections are
          otherwise allowed and an Election Form is delivered to and accepted by
          the Committee for each such election in accordance with Section (e)
          above.

11.2     Continued Eligibility; Disability Benefit. A Participant suffering a
         Disability shall, for benefit purposes under this Plan, continue to be
         considered to be employed, or in the service of an Employer as a
         Director, and shall be eligible for the benefits provided for in
         Articles 4, 5, 6, 7, 8, 9 or 10 in accordance with the provisions of
         those Articles. Notwithstanding the above, the Committee shall have the
         right to, in its sole and absolute discretion and for purposes of this
         Plan only, and must in the case of a Participant who is otherwise
         eligible to Retire, deem the Participant to have experienced a
         Termination of Employment, or in the case of a Participant who is
         eligible to Retire, deem the Participant to have Retired, at any time
         (or in the case of a Participant who is eligible to Retire, as soon as
         practicable) after such Participant is determined to be suffering a
         Disability, in which case the Participant shall receive a Disability
         Benefit equal to his or her vested Account Balance, excluding the
         portion of the Participant's Account Balance that is subject to Article
         6, at the time of the Committee's determination; provided, however,
         that should the Participant otherwise have been eligible to Retire, he
         or she shall be paid in accordance with Article 7. The Disability
         Benefit shall be paid in a lump sum within sixty (60)

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         days of the Committee's exercise of such right. Any payment made shall
         be subject to the Deduction Limitation.


                                   ARTICLE 12
                             Beneficiary Designation
                             -----------------------

12.1     Beneficiary. Each Participant shall have the right, at any time, to
         designate his or her Beneficiary(ies) (both primary as well as
         contingent) to receive any benefits payable under the Plan to a
         beneficiary upon the death of a Participant. The Beneficiary designated
         under this Plan may be the same as or different from the Beneficiary
         designation under any other plan of an Employer in which the
         Participant participates.

12.2     Beneficiary Designation; Change; Spousal Consent. A Participant shall
         designate his or her Beneficiary by completing and signing the
         Beneficiary Designation Form, and returning it to the Committee or its
         designated agent. A Participant shall have the right to change a
         Beneficiary by completing, signing and otherwise complying with the
         terms of the Beneficiary Designation Form and the Committee's rules and
         procedures, as in effect from time to time. If the Participant names
         someone other than his or her spouse as a Beneficiary and if the
         Committee requires that a spousal consent be obtained with respect to
         such Participant, a spousal consent, in the form designated by the
         Committee, must be signed by that Participant's spouse and returned to
         the Committee. Upon the acceptance by the Committee of a new
         Beneficiary Designation Form, all Beneficiary designations previously
         filed shall be canceled. The Committee shall be entitled to rely on the
         last Beneficiary Designation Form filed by the Participant and accepted
         by the Committee prior to his or her death.

12.3     Acknowledgment. No designation or change in designation of a
         Beneficiary shall be effective until received and acknowledged in
         writing by the Committee or its designated agent.

12.4     No Beneficiary Designation. If a Participant fails to designate a
         Beneficiary as provided in Sections 12.1, 12.2 and 12.3 above or, if
         all designated Beneficiaries predecease the Participant or die prior to
         complete distribution of the Participant's benefits, then the
         Participant's designated Beneficiary shall be deemed to be his or her
         surviving spouse. If the Participant has no surviving spouse, the
         benefits remaining under the Plan to be paid to a Beneficiary shall be
         payable to the executor or personal representative of the Participant's
         estate.

12.5     Doubt as to Beneficiary. If the Committee has any doubt as to the
         proper Beneficiary to receive payments pursuant to this Plan, the
         Committee shall have the right, exercisable in its discretion, to cause
         the Participant's Employer to withhold such payments until this matter
         is resolved to the Committee's satisfaction.

12.6     Discharge of Obligations. The payment of benefits under the Plan to a
         Beneficiary shall fully and completely discharge all Employers and the
         Committee from all further obligations under this Plan with respect to
         the Participant, and that Participant's Plan Agreement shall terminate
         upon such full payment of benefits.


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                                   ARTICLE 13
                                Leave of Absence
                                ----------------

13.1     Paid Leave of Absence. If a Participant is authorized by the
         Participant's Employer for any reason to take a paid leave of absence
         from the employment of the Employer, the Participant shall continue to
         be considered employed by the Employer and the Annual Deferral Amount,
         Annual Supplemental Incentive Plan Amount, Annual Stock Option Gain
         Amount and Annual Restricted Stock Amount shall continue to be withheld
         during such paid leave of absence in accordance with Section (e).

13.2     Unpaid Leave of Absence. If a Participant is authorized by the
         Participant's Employer for any reason to take an unpaid leave of
         absence from the employment of the Employer, the Participant shall
         continue to be considered employed by the Employer and the Participant
         shall be excused from making deferrals until the earlier of the date
         the leave of absence expires or the Participant returns to a paid
         employment status. Upon such expiration or return, deferrals shall
         resume for the remaining portion of the Plan Year in which the
         expiration or return occurs, based on the deferral election, if any,
         made for that Plan Year. If no election was made for that Plan Year, no
         deferral shall be withheld.


                                   ARTICLE 14
                     Termination, Amendment or Modification
                     --------------------------------------

14.1     Termination. Although each Employer anticipates that it will continue
         the Plan for an indefinite period of time, there is no guarantee that
         any Employer will continue the Plan or will not terminate the Plan at
         any time in the future. Accordingly, each Employer reserves the right
         to discontinue its sponsorship of the Plan and/or to terminate the Plan
         at any time with respect to any or all of its participating Employees
         and Directors, by action of its board of directors. Moreover, upon a
         Change in Control, the Plan shall automatically be terminated with
         respect to all Participants. Upon the termination of the Plan with
         respect to any Employer, the Plan Agreements of the affected
         Participants who are employed by that Employer, or in the service of
         that Employer as Directors, shall terminate and their vested Account
         Balances, determined (i) as if they had experienced a Termination of
         Employment on the date of Plan termination; or (ii) if Plan termination
         occurs after the date upon which a Participant was eligible to Retire,
         then with respect to that Participant as if he or she had Retired on
         the date of Plan termination. Such benefits shall be paid to the
         Participants as follows: (i) prior to a Change in Control, if the Plan
         is terminated with respect to all of its Participants, an Employer
         shall have the right, in its sole discretion, and notwithstanding any
         elections made by the Participant, to pay such benefits in a lump sum
         or pursuant to an Annual Installment Method of up to 15 years, with
         amounts credited and debited during the installment period as provided
         herein; or (ii) prior to a Change in Control, if the Plan is terminated
         with respect to less than all of its Participants, an Employer shall be
         required to pay such benefits in a lump sum; or (iii) after a Change in
         Control, the Employer shall be required to pay such benefits in a lump
         sum. The termination of the Plan shall not adversely affect any
         Participant or Beneficiary who has become entitled to the payment of
         any benefits under the Plan as of the date of termination; provided
         however, that the Employer shall

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         have the right to accelerate installment payments without a premium or
         prepayment penalty by paying the vested Account Balance in a lump sum
         or pursuant to an Annual Installment Method using fewer years
         (provided that the present value of all payments that will have been
         received by a Participant at any given point of time under the
         different payment schedule shall equal or exceed the present value of
         all payments that would have been received at that point in time under
         the original payment schedule).

14.2     Amendment. Any Employer may, at any time, amend or modify the Plan in
         whole or in part with respect to that Employer by the action of its
         board of directors; provided, however, that: (i) no amendment or
         modification shall be effective to decrease or restrict the value of a
         Participant's vested Account Balance in existence at the time the
         amendment or modification is made, calculated as if the Participant had
         experienced a Termination of Employment as of the effective date of the
         amendment or modification or, if the amendment or modification occurs
         after the date upon which the Participant was eligible to Retire, the
         Participant had Retired as of the effective date of the amendment or
         modification, and (ii) no amendment or modification of this Section
         14.2 or Section 15.2 of the Plan shall be effective. The amendment or
         modification of the Plan shall not affect any Participant or
         Beneficiary who has become entitled to the payment of benefits under
         the Plan as of the date of the amendment or modification; provided,
         however, that the Employer shall have the right to accelerate
         installment payments by paying the vested Account Balance in a lump sum
         or pursuant to an Annual Installment Method using fewer years (provided
         that the present value of all payments that will have been received by
         a Participant at any given point of time under the different payment
         schedule shall equal or exceed the present value of all payments that
         would have been received at that point in time under the original
         payment schedule).

14.3     Plan Agreement. Despite the provisions of Sections 14.1 and 14.2 above,
         if a Participant's Plan Agreement contains benefits or limitations that
         are not in this Plan document, the Employer may only amend or terminate
         such provisions with the consent of the Participant.

14.4     Effect of Payment. The full payment of the applicable benefit under
         Articles 4, 5, 6, 7, 8, 9, 10 or 11 of the Plan shall completely
         discharge all obligations to a Participant and his or her designated
         Beneficiaries under this Plan and the Participant's Plan Agreement
         shall terminate.


                                   ARTICLE 15
                                 Administration
                                 --------------

15.1     Committee Duties. Except as otherwise provided in this Article 15, this
         Plan shall be administered by a Committee which shall consist of the
         Board, or such committee as the Board shall appoint. Members of the
         Committee may be Participants under this Plan. The Committee shall also
         have the discretion and authority to (i) make, amend, interpret, and
         enforce all appropriate rules and regulations for the administration of
         this Plan and (ii) decide or resolve any and all questions including
         interpretations of this Plan, as may arise in connection with the Plan.
         Any individual serving on the Committee who is a Participant shall not
         vote or act on any matter relating solely to himself or herself. When
         making a determination or calculation, the Committee shall be entitled
         to rely on information furnished by a Participant or the Company.

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15.2     Administration Upon Change In Control. For purposes of this Plan, the
         Committee shall be the "Administrator" at all times prior to the
         occurrence of a Change in Control. Upon and after the occurrence of a
         Change in Control, the "Administrator" shall be an independent third
         party selected by the Trustee and approved by the individual who,
         immediately prior to such event, was the Company's Chief Executive
         Officer or, if not so identified, the Company's highest ranking officer
         (the "Ex-CEO"). The Administrator shall have the discretionary power to
         determine all questions arising in connection with the administration
         of the Plan and the interpretation of the Plan and Trust including, but
         not limited to benefit entitlement determinations; provided, however,
         upon and after the occurrence of a Change in Control, the Administrator
         shall have no power to direct the investment of Plan or Trust assets or
         select any investment manager or custodial firm for the Plan or Trust.
         Upon and after the occurrence of a Change in Control, the Company must:
         (1) pay all reasonable administrative expenses and fees of the
         Administrator; (2) indemnify the Administrator against any costs,
         expenses and liabilities including, without limitation, attorney's fees
         and expenses arising in connection with the performance of the
         Administrator hereunder, except with respect to matters resulting from
         the gross negligence or willful misconduct of the Administrator or its
         employees or agents; and (3) supply full and timely information to the
         Administrator on all matters relating to the Plan, the Trust, the
         Participants and their Beneficiaries, the Account Balances of the
         Participants, the date and circumstances of the Retirement, Disability,
         death or Termination of Employment of the Participants, and such other
         pertinent information as the Administrator may reasonably require. Upon
         and after a Change in Control, the Administrator may be terminated (and
         a replacement appointed) by the Trustee only with the approval of the
         Ex-CEO. Upon and after a Change in Control, the Administrator may not
         be terminated by the Company.

15.3     Agents. In the administration of this Plan, the Committee may, from
         time to time, employ agents and delegate to them such administrative
         duties as it sees fit (including acting through a duly appointed
         representative) and may from time to time consult with counsel who may
         be counsel to any Employer.

15.4     Binding Effect of Decisions. The decision or action of the
         Administrator with respect to any question arising out of or in
         connection with the administration, interpretation and application of
         the Plan and the rules and regulations promulgated hereunder shall be
         final and conclusive and binding upon all persons having any interest
         in the Plan.

15.5     Indemnity of Committee. All Employers shall indemnify and hold harmless
         the members of the Committee, any Employee to whom the duties of the
         Committee may be delegated, and the Administrator against any and all
         claims, losses, damages, expenses or liabilities arising from any
         action or failure to act with respect to this Plan, except in the case
         of willful misconduct by the Committee, any of its members, any such
         Employee or the Administrator.

15.6     Employer Information. To enable the Committee and/or Administrator to
         perform its functions, the Company and each Employer shall supply full
         and timely information to the Committee and/or Administrator, as the
         case may be, on all matters relating to the compensation of its
         Participants, the date and circumstances of the Retirement, Disability,
         death or Termination

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         of Employment of its Participants, and such other pertinent
         information as the Committee or Administrator may reasonably require.


                                   ARTICLE 16
                          Other Benefits and Agreements
                          -----------------------------

16.1     Coordination with Other Benefits. The benefits provided for a
         Participant and Participant's Beneficiary under the Plan are in
         addition to any other benefits available to such Participant under any
         other plan or program for employees of the Participant's Employer. The
         Plan shall supplement and shall not supersede, modify or amend any
         other such plan or program except as may otherwise be expressly
         provided.


                                   ARTICLE 17
                                Claims Procedures
                                -----------------

17.1     Presentation of Claim. Any Participant or Beneficiary of a deceased
         Participant (such Participant or Beneficiary being referred to below as
         a "Claimant") may deliver to the Committee a written claim for a
         determination with respect to the amounts distributable to such
         Claimant from the Plan. If such a claim relates to the contents of a
         notice received by the Claimant, the claim must be made within sixty
         (60) days after such notice was received by the Claimant. All other
         claims must be made within 180 days of the date on which the event that
         caused the claim to arise occurred. The claim must state with
         particularity the determination desired by the Claimant.

17.2     Notification of Decision. The Committee shall consider a Claimant's
         claim within a reasonable time, and shall notify the Claimant in
         writing:

          (a)  that the Claimant's requested determination has been made, and
               that the claim has been allowed in full; or

          (b)  that the Committee has reached a conclusion contrary, in whole or
               in part, to the Claimant's requested determination, and such
               notice must set forth in a manner calculated to be understood by
               the Claimant:

               (i)  the specific reason(s) for the denial of the claim, or any
                    part of it;

               (ii) specific reference(s) to pertinent provisions of the Plan
                    upon which such denial was based;

               (iii) a description of any additional material or information
                    necessary for the Claimant to perfect the claim, and an
                    explanation of why such material or information is
                    necessary; and

               (iv) an explanation of the claim review procedure set forth in
                    Section 17.3 below.

17.3     Review of a Denied Claim. Within sixty (60) days after receiving a
         notice from the Committee that a claim has been denied, in whole or in
         part, a Claimant (or the Claimant's duly authorized

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         representative) may file with the Committee a written request for a
         review of the denial of the claim. Thereafter, but not later than
         thirty (30) days after the review procedure began, the Claimant (or
         the Claimant's duly authorized representative):

          (a)  may review pertinent documents;

          (b)  may submit written comments or other documents; and/or

          (c)  may request a hearing, which the Committee, in its sole
               discretion, may grant.

17.4     Decision on Review. The Committee shall render its decision on review
         promptly, and not later than sixty (60) days after the filing of a
         written request for review of the denial, unless a hearing is held or
         other special circumstances require additional time, in which case the
         Committee's decision must be rendered within 120 days after such date.
         Such decision must be written in a manner calculated to be understood
         by the Claimant, and it must contain:

          (a)  specific reasons for the decision;

          (b)  specific reference(s) to the pertinent Plan provisions upon which
               the decision was based; and

          (c)  such other matters as the Committee deems relevant.

17.5     Legal Action. A Claimant's compliance with the foregoing provisions of
         this Article 17 is a mandatory prerequisite to a Claimant's right to
         commence any legal action with respect to any claim for benefits under
         this Plan.


                                   ARTICLE 18
                                      Trust
                                      -----

18.1     Establishment of the Trust. In order to provide assets from which to
         fulfill the obligations of the Participants and their beneficiaries
         under the Plan, the Company may establish a Trust by a trust agreement
         with a third party, the trustee, to which each Employer may, in its
         discretion, contribute cash or other property, including securities
         issued by the Company, to provide for the benefit payments under the
         Plan.

18.2     Interrelationship of the Plan and the Trust. The provisions of the Plan
         and the Plan Agreement shall govern the rights of a Participant to
         receive distributions pursuant to the Plan. The provisions of the Trust
         shall govern the rights of the Employers, Participants and the
         creditors of the Employers to the assets transferred to the Trust. Each
         Employer shall at all times remain liable to carry out its obligations
         under the Plan.

18.3     Distributions From the Trust. Each Employer's obligations under the
         Plan may be satisfied with Trust assets distributed pursuant to the
         terms of the Trust, and any such distribution shall reduce the
         Employer's obligations under this Plan.


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                                   ARTICLE 19
                                  Miscellaneous
                                  -------------

19.1     Status of Plan. The Plan is intended to be a plan that is not qualified
         within the meaning of Code Section 401(a) and that "is unfunded and is
         maintained by an employer primarily for the purpose of providing
         deferred compensation for a select group of management or highly
         compensated employees" within the meaning of ERISA Sections 201(2),
         301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
         to the extent possible in a manner consistent with that intent.

19.2     Unsecured General Creditor. Participants and their Beneficiaries,
         heirs, successors and assigns shall have no legal or equitable rights,
         interests or claims in any property or assets of an Employer. For
         purposes of the payment of benefits under this Plan, any and all of an
         Employer's assets shall be, and remain, the general, unpledged
         unrestricted assets of the Employer. An Employer's obligation under the
         Plan shall be merely that of an unfunded and unsecured promise to pay
         money in the future.

19.3     Employer's Liability. An Employer's liability for the payment of
         benefits shall be defined only by the Plan and the Plan Agreement, as
         entered into between the Employer and a Participant. An Employer shall
         have no obligation to a Participant under the Plan except as expressly
         provided in the Plan and his or her Plan Agreement.

19.4     Nonassignability. Neither a Participant nor any other person shall have
         any right to commute, sell, assign, transfer, pledge, anticipate,
         mortgage or otherwise encumber, transfer, hypothecate, alienate or
         convey in advance of actual receipt, the amounts, if any, payable
         hereunder, or any part thereof, which are, and all rights to which are
         expressly declared to be, unassignable and non-transferable. No part of
         the amounts payable shall, prior to actual payment, be subject to
         seizure, attachment, garnishment or sequestration for the payment of
         any debts, judgments, alimony or separate maintenance owed by a
         Participant or any other person, be transferable by operation of law in
         the event of a Participant's or any other person's bankruptcy or
         insolvency or be transferable to a spouse as a result of a property
         settlement or otherwise.

19.5     Not a Contract of Employment. The terms and conditions of this Plan
         shall not be deemed to constitute a contract of employment between any
         Employer and the Participant. Such employment is hereby acknowledged to
         be an "at will" employment relationship that can be terminated at any
         time for any reason, or no reason, with or without cause, and with or
         without notice, unless expressly provided in a written employment
         agreement. Nothing in this Plan shall be deemed to give a Participant
         the right to be retained in the service of any Employer, either as an
         Employee or a Director, or to interfere with the right of any Employer
         to discipline or discharge the Participant at any time.

19.6     Furnishing Information. A Participant or his or her Beneficiary will
         cooperate with the Committee by furnishing any and all information
         requested by the Committee and take such other actions as may be
         requested in order to facilitate the administration of the Plan and the
         payments of benefits hereunder, including but not limited to taking
         such physical examinations as the Committee may deem necessary.

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19.7     Terms. Whenever any words are used herein in the masculine, they shall
         be construed as though they were in the feminine in all cases where
         they would so apply; and whenever any words are used herein in the
         singular or in the plural, they shall be construed as though they were
         used in the plural or the singular, as the case may be, in all cases
         where they would so apply.

19.8     Captions. The captions of the articles, sections and paragraphs of this
         Plan are for convenience only and shall not control or affect the
         meaning or construction of any of its provisions.

19.9     Governing Law. Subject to ERISA, the provisions of this Plan shall be
         construed and interpreted according to the internal laws of the State
         of Illinois without regard to its conflicts of laws principles.

19.10    Notice. Any notice or filing required or permitted to be given to the
         Committee under this Plan shall be sufficient if in writing and
         hand-delivered, or sent by registered or certified mail, to the address
         below:

                James S. Waddell
                -------------------------------------------------------
                Executive Vice President & Chief Administrative Officer
                -------------------------------------------------------
                Amcore Financial, Inc.
                -------------------------------------------------------
                501 Seventh Street
                -------------------------------------------------------
                P.O. Box 1537
                -------------------------------------------------------
                Rockford, Illinois  61104
                -------------------------------------------------------

         Such notice shall be deemed given as of the date of delivery or, if
         delivery is made by mail, as of the date shown on the postmark on the
         receipt for registration or certification.

         Any notice or filing required or permitted to be given to a Participant
         under this Plan shall be sufficient if in writing and hand-delivered,
         or sent by mail, to the last known address of the Participant.

19.11    Successors. The provisions of this Plan shall bind and inure to the
         benefit of the Participant's Employer and its successors and assigns
         and the Participant and the Participant's designated Beneficiaries.

19.12    Spouse's Interest. The interest in the benefits hereunder of a spouse
         of a Participant who has predeceased the Participant shall
         automatically pass to the Participant and shall not be transferable by
         such spouse in any manner, including but not limited to such spouse's
         will, nor shall such interest pass under the laws of intestate
         succession.

19.13    Validity. In case any provision of this Plan shall be illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts hereof, but this Plan shall be construed and
         enforced as if such illegal or invalid provision had never been
         inserted herein.

19.14    Incompetent. If the Committee determines in its discretion that a
         benefit under this Plan is to be paid to a minor, a person declared
         incompetent or to a person incapable of handling the disposition of
         that person's property, the Committee may direct payment of such
         benefit to the guardian, legal representative or person having the care
         and custody of such minor, incompetent or incapable person. The
         Committee may require proof of minority, incompetence, incapacity or

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         guardianship, as it may deem appropriate prior to distribution of the
         benefit. Any payment of a benefit shall be a payment for the account of
         the Participant and the Participant's Beneficiary, as the case may be,
         and shall be a complete discharge of any liability under the Plan for
         such payment amount.

19.15    Court Order. The Committee is authorized to make any payments directed
         by court order in any action in which the Plan or the Committee has
         been named as a party. In addition, if a court determines that a spouse
         or former spouse of a Participant has an interest in the Participant's
         benefits under the Plan in connection with a property settlement or
         otherwise, the Committee, in its sole discretion, shall have the right,
         notwithstanding any election made by a Participant, to immediately
         distribute the spouse's or former spouse's interest in the
         Participant's benefits under the Plan to that spouse or former spouse.

19.16    Distribution in the Event of Taxation.

          (a)  In General. If, for any reason, all or any portion of a
               Participant's benefits under this Plan becomes taxable to the
               Participant prior to receipt, a Participant may petition the
               Committee before a Change in Control, or the trustee of the Trust
               after a Change in Control, for a distribution of that portion of
               his or her benefit that has become taxable. Upon the grant of
               such a petition, which grant shall not be unreasonably withheld
               (and, after a Change in Control, shall be granted), a
               Participant's Employer shall distribute to the Participant
               immediately available funds in an amount equal to the taxable
               portion of his or her benefit (which amount shall not exceed a
               Participant's unpaid vested Account Balance under the Plan). If
               the petition is granted, the tax liability distribution shall be
               made within 90 days of the date when the Participant's petition
               is granted. Such a distribution shall affect and reduce the
               benefits to be paid under this Plan.

          (b)  Trust. If the Trust terminates in accordance with its terms and
               benefits are distributed from the Trust to a Participant in
               accordance therewith, the Participant's benefits under this Plan
               shall be reduced to the extent of such distributions.

19.17    Insurance. The Employers, on their own behalf or on behalf of the
         trustee of the Trust, and, in their sole discretion, may apply for and
         procure insurance on the life of the Participant, in such amounts and
         in such forms as the Trust may choose. The Employers or the trustee of
         the Trust, as the case may be, shall be the sole owner and beneficiary
         of any such insurance. The Participant shall have no interest
         whatsoever in any such policy or policies, and at the request of the
         Employers shall submit to medical examinations and supply such
         information and execute such documents as may be required by the
         insurance company or companies to whom the Employers have applied for
         insurance.

19.18    Legal Fees To Enforce Rights After Change in Control. The Company and
         each Employer is aware that upon the occurrence of a Change in Control,
         the Board or the board of directors of a Participant's Employer (which
         might then be composed of new members) or a shareholder of the Company
         or the Participant's Employer, or of any successor corporation might
         then cause or attempt to cause the Company, the Participant's Employer
         or such successor to refuse to comply with its obligations under the
         Plan and might cause or attempt to cause the Company or the

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         Participant's Employer to institute, or may institute, litigation
         seeking to deny Participants the benefits intended under the Plan. In
         these circumstances, the purpose of the Plan could be frustrated.
         Accordingly, if, following a Change in Control, it should appear to any
         Participant that the Company, the Participant's Employer or any
         successor corporation has failed to comply with any of its obligations
         under the Plan or any agreement thereunder or, if the Company, such
         Employer or any other person takes any action to declare the Plan void
         or unenforceable or institutes any litigation or other legal action
         designed to deny, diminish or to recover from any Participant the
         benefits intended to be provided, then the Company and the
         Participant's Employer irrevocably authorize such Participant to retain
         counsel of his or her choice at the expense of the Company and the
         Participant's Employer (who shall be jointly and severally liable) to
         represent such Participant in connection with the initiation or defense
         of any litigation or other legal action, whether by or against the
         Company, the Participant's Employer or any director, officer,
         shareholder or other person affiliated with the Company, the
         Participant's Employer or any successor thereto in any jurisdiction.

IN WITNESS WHEREOF, the Company has signed this Plan document as of __________,
2001.


                                 "Company"
                                 Amcore Financial, Inc., a Nevada corporation



                                 By: __________________________________
                                 Title: _______________________________





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                                   APPENDIX A
                                Measurement Funds


PIMCO Innovation Fund

Vintage Government Assets Fund

Vintage Bond Fund

Vintage Equity Fund

Gabelli Westwood Equity Fund

American Funds Growth Fund

PBGH Midcap Value Fund

Aetna Small Company Fund

RS Diversified Growth Fund

Putnam International Growth Fund

Amcore Fixed Rate Measurement Fund

Amcore Financial, Inc. Stock Unit Fund (available only for deferrals of
Supplemental Incentive Plan Stock, Restricted Stock and Qualifying Gains with
respect to the exercise of Eligible Stock Options)




                                      -36-